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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.