STOCK TITAN

Shuttle Pharma flagged by Nasdaq for late quarterly report

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Shuttle Pharmaceuticals Holdings, Inc. (SHPH) disclosed that Nasdaq has notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because its Quarterly Report on Form 10-Q for the period ended June 30, 2026 has not been filed with the SEC. Shuttle has 60 calendar days, until October 27, 2026, to submit a plan to regain compliance; if Nasdaq accepts the plan, an exception of up to 180 days from the Form 10-Q due date, to February 22, 2027, may be granted. The notice has no immediate effect on the listing or trading of SHPH, but Nasdaq will flag the company as non-compliant on its market data feeds and list of non-compliant issuers, and the stock will be subject to delisting if compliance is not timely regained. Shuttle states it is working diligently and intends to file the Form 10-Q as soon as practicable.

Positive

  • None.

Negative

  • Nasdaq noncompliance for late 10-Q: SHPH failed to file its Form 10-Q for the quarter ended June 30, 2026 on time, triggering a Nasdaq Listing Rule 5250(c)(1) deficiency notice and raising delisting risk if compliance is not restored.
  • Potential delisting if compliance not regained: If Shuttle does not submit an acceptable plan by October 27, 2026 and file the delayed Form 10-Q within any extension period (up to February 22, 2027), its common stock will be subject to delisting from Nasdaq.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Quarter end for delayed Form 10-Q June 30, 2026 Period covered by the untimely Form 10-Q that triggered Nasdaq noncompliance
Plan submission deadline October 27, 2026 60 calendar days from the Nasdaq notice for Shuttle to submit a compliance plan
Maximum Nasdaq exception period February 22, 2027 Up to 180 calendar days from the Form 10-Q due date to regain compliance if a plan is accepted
Initial plan window 60 calendar days Time allowed to submit a plan to regain compliance under the Nasdaq notice
Possible extension length 180 calendar days Maximum duration of Nasdaq’s exception period to cure the filing deficiency
Nasdaq Listing Rule 5250(c)(1) regulatory
"not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Form 10-Q regulatory
"failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026"
A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.
continued listing regulatory
"requirements for continued listing under Nasdaq Listing Rule 5250(c)(1)"
When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.
delisting regulatory
"If the Company fails to timely regain compliance with the Listing Rule, the Company’s common stock will be subject to delisting"
Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.
forward-looking statements regulatory
"may constitute “forward-looking statements.” These statements include, but are not limited to, statements concerning the filing of our Form 10-Q"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
non-compliant companies regulatory
"Nasdaq makes available to investors a list of non-compliant companies, which will include Shuttle"

FAQ

Why did SHPH receive a Nasdaq noncompliance notice?

Shuttle Pharmaceuticals Holdings, Inc. did not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 by the required due date. This delay caused noncompliance with Nasdaq Listing Rule 5250(c)(1) regarding timely periodic filings.

What deadline does SHPH have to regain Nasdaq compliance?

Shuttle must submit a compliance plan by October 27, 2026, which is 60 calendar days from the Nasdaq notice. If Nasdaq accepts the plan, it may grant up to 180 days from the Form 10-Q due date, to February 22, 2027, to regain compliance.

Does the Nasdaq noncompliance notice immediately affect SHPH stock trading?

No. The company states the Nasdaq notice has no immediate effect on the listing or trading of its common stock. However, Nasdaq will broadcast a non-compliance indicator and include Shuttle on its list of non-compliant companies.

What happens to SHPH if it fails to file the Form 10-Q?

If Shuttle fails to timely file the Form 10-Q and regain compliance within any allowed extension, its common stock will be subject to delisting from Nasdaq. The company would have appeal rights to a Nasdaq hearings panel if its plan is not accepted.

What is SHPH’s stated plan regarding the delayed Form 10-Q?

Shuttle states it continues to work diligently to complete its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and intends to file it as soon as practicable, and will submit a plan to Nasdaq outlining steps to regain compliance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 28, 2026

 

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41488   82-5089826

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

401 Professional Drive, Suite 260

Gaithersburg, MD 20879

(Address of principal executive offices) (Zip Code)

 

(240) 430-4212

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock $0.00001 per share   SHPH   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 28, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”), the Company no longer complies with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”).

 

The Notice states that the Company has 60 calendar days, or until October 27, 2026, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq can grant an exception of up to 180 calendar days from the prescribed due date of the Form 10-Q, or until February 22, 2027, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

 

The Company continues to work diligently to complete the Form 10-Q and intends to file the Form 10-Q as soon as practicable.

 

The Notice has no immediate effect on the listing or trading of the Company’s common stock, though Nasdaq will broadcast an indicator over its market data dissemination network noting the Company’s noncompliance. If the Company fails to timely regain compliance with the Listing Rule, the Company’s common stock will be subject to delisting from Nasdaq.

 

Forward-Looking Statements

 

The information contained herein may contain statements that are not historical in nature but rather are based on management’s beliefs, assumptions, expectations, estimates and projections about the future. These statements may be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, involving a degree of uncertainty and attendant risk. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast, explicitly or by implication. Factors that could cause or contribute to such differences include, but are not limited to, those included in the Company’s prior SEC filings and the following: (i) the timing and results of the completion of the required procedures and documentation by our independent registered public accounting firm with respect to its review of the Form 10-Q; and (ii) the Company’s ability to file the Form 10-Q. The Company undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events.

 

Item 7.01 Regulation FD Disclosure.

 

On August 28, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) related to the Notice, which is attached as Exhibit 99.1.

 

The information in Item 7.01, including Exhibit 99.1, of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated August 28, 2026
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
Dated: August 28, 2026    
  By: /s/ Chris Cooper
  Name: Chris Cooper
  Title: Co-Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Shuttle Pharmaceuticals Holdings, Inc. Announces Receipt of NASDAQ Noncompliance Letter

 

Gaithersburg, Maryland, August 28, 2026 — Shuttle Pharmaceuticals Holdings, Inc. (NASDAQ: SHPH) (the “Company” or “Shuttle”), today announced that the Company is not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 with the Securities and Exchange Commission by the required due date.

 

The Company intends to file the Form 10-Q as soon as practicable.

 

The Company is required to submit a plan, by October 27, 2026, which outlines the steps the Company expects to take to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until February 22, 2027, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq.

 

The Nasdaq Notice has no immediate effect on the listing or trading of the Company’s common stock, though Nasdaq makes available to investors a list of non-compliant companies, which will include Shuttle beginning on approximately September 4, 2026. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers. If the Company fails to timely regain compliance, the Company’s common stock will be subject to delisting from Nasdaq.

 

—Ends—

 

 

 

 

About Shuttle Pharmaceuticals

 

Shuttle (NASDAQ: SHPH) owns a pharmaceutical software AI driven platform for molecular discovery and early-stage drug development. By combining modern AI techniques with structured scientific workflows, the Molecule.ai platform helps researchers explore the chemical space more efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development.

 

United Dogecoin, a wholly-owned subsidiary of Shuttle, is a start-up digital infrastructure company focused on the development, ownership, and operation of large-scale computing infrastructure supporting blockchain networks, artificial intelligence, and high-performance computing workloads. It is seeking to build an energy-first digital infrastructure platform designed to deploy computing capacity across multiple end markets as demand evolves.

 

Forward-Looking Statements

 

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements concerning the filing of our Form 10-Q for the fiscal quarter ended June 30, 2026. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks related to the timing and results of the completion of the required procedures and documentation by our independent registered public accounting firm with respect to its review of our Form 10-Q, our ability to file the Form 10-Q, acceptance of any compliance plan we may submit to Nasdaq, and factors discussed in the “Risk Factors” section of Shuttle’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as other SEC filings. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, Shuttle disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

 

 

Filing Exhibits & Attachments

4 documents