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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): October 16, 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)
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, par value $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
4.01. Changes in Registrant’s Certifying Accountant.
Dismissal
of Independent Registered Public Accounting Firm.
On
October 16, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Shuttle
Pharmaceuticals Holdings, Inc. (the “Company”), and the full Board, approved the dismissal of Forvis Mazars, LLP (“Forvis
Mazars”) as the Company’s independent registered public accounting firm, effective following the filing of the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2026.
Forvis
Mazars’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2025
and December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that such reports included an explanatory paragraph relating to substantial doubt about
the Company’s ability to continue as a going concern.
During
the fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through October 16, 2026, there were
no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Forvis Mazars
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Forvis Mazars, would have caused Forvis Mazars to make reference to the subject matter of the
disagreements in connection with its reports on the Company’s consolidated financial statements.
Additionally,
during the fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through October 16, 2026, there
were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses in the Company’s
internal control over financial reporting described below.
As
previously disclosed in Item 4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 and in
Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company identified the following
material weaknesses:
| ● | The
Company’s written policies and procedures over accounting transaction processing and
period end financial close and reporting are limited, which has resulted in ineffective oversight
in the establishment of proper monitoring controls over accounting and financial reporting; |
| ● | The
lack of sufficient review and segregation of duties for certain financial transactions, manual
journal entries, and critical financial spreadsheets, such that a proper review had not been
performed by someone other than preparer, and that process documentation is lacking for review
and monitoring controls over accounting and financial reporting; |
| ● | Findings
related to overall information technology general controls (“ITGCs”) including
issues with super-user access and segregation of duties for systems supporting the Company’s
internal control processes and controls; and |
| ● | Deficiencies
in the Company’s entity level controls specifically related to timely communication
of material contracts and other communications for consideration in the Company’s accounting
and financial reporting processes. |
In
addition, as previously disclosed in Item 4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2026, the Company did not maintain personnel with sufficient technical accounting and valuation expertise to identify, evaluate, and
appropriately account for complex and non-routine transactions. Although management utilized third-party specialists, controls were not
adequately designed or operating effectively to independently assess the reasonableness of the accounting conclusions and valuation analyses
provided by those specialists, resulting in a reasonable possibility that material misstatements would not be prevented or detected on
a timely basis.
The
Audit Committee discussed the material weaknesses with Forvis Mazars, and the Company has authorized Forvis Mazars to respond fully to
the inquiries of the successor independent registered public accounting firm concerning the subject matter of such material weaknesses.
The
Company provided Forvis Mazars with a copy of the disclosures made in this Item 4.01 prior to the filing of this Current Report on Form
8-K and requested that Forvis Mazars furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether
it agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of Forvis
Mazars’s letter, dated October 21, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
The
Company has not, as of the date of this Current Report on Form 8-K, engaged a new independent registered public accounting firm to replace
Forvis Mazars.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from Forvis Mazars, LLP, dated October 21, 2026 |
| 104 |
|
Cover
Page Interactive Data File (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.
Dated:
October 22, 2026
| |
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Christopher Cooper |
| |
Name:
|
Christopher
Cooper |
| |
Title:
|
Co-Chief
Executive Officer |
