[8-K] Shuttle Pharmaceuticals Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Shuttle Pharmaceuticals Holdings, Inc. (SHPH) reports that it was out of compliance with Nasdaq’s stockholders’ equity listing rule after disclosing stockholders’ equity of $1,394,161 in its quarterly report for the period ended September 30, 2025, below the $2,500,000 minimum required for the Nasdaq Capital Market. The company states it now believes it has regained compliance based on a private placement completed on November 4, 2025 that raised approximately $2.5 million in gross proceeds before fees and expenses. Nasdaq staff will continue to monitor equity levels, and if the company does not demonstrate compliance with Listing Rule 5550(b)(1) in its next periodic report, its common stock may be subject to delisting.

Positive

• Regained equity compliance basis: The company believes it has restored compliance with Nasdaq’s $2,500,000 stockholders’ equity requirement following a private placement.
• New capital raised: A private placement on November 4, 2025 generated approximately $2.5 million in gross proceeds, strengthening reported stockholders’ equity versus the prior $1,394,161 level.

Negative

• Nasdaq listing risk: The company was below Nasdaq’s $2,500,000 stockholders’ equity minimum and remains under monitoring, with potential delisting if the next periodic report does not show compliance.

Insights

Equity Capital Markets Analyst

SHPH addresses a Nasdaq equity deficiency via a $2.5M private placement but remains under listing scrutiny.

Shuttle Pharmaceuticals disclosed stockholders’ equity of $1,394,161 as of the quarter ended September 30, 2025, below the Nasdaq Capital Market minimum of $2,500,000. This shortfall created a listing compliance issue under Nasdaq Listing Rule 5550(b)(1), which focuses on maintaining sufficient stockholders’ equity for continued trading on Nasdaq.

The company now believes it has regained compliance after completing a private placement on November 4, 2025 that generated approximately $2.5 million in gross proceeds before placement agent fees and offering expenses. This capital raise is central to lifting stockholders’ equity above the required threshold, though net proceeds will be lower after transaction costs.

Nasdaq Listing Qualifications staff will continue to monitor compliance, and the disclosure notes that if the next periodic report does not show conformity with Listing Rule 5550(b)(1), the common stock may be subject to delisting. The actual impact therefore hinges on maintaining equity at or above the $2,500,000 level in upcoming reporting periods.

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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): November 17, 2025

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.

Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) reported stockholders’ equity of $1,394,161 in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, and, as a result, was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on the Nasdaq Capital Market (“Nasdaq”) to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”). The Company believes that, as of the date of this Current Report on Form 8-K (this “Form 8-K”), it has regained compliance with the Stockholders’ Equity Requirement based upon the Company’s private placement consummated on November 4, 2025, pursuant to which the Company raised aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and offering expenses payable by the Company. The Nasdaq Listing Qualifications staff will continue to monitor the Company’s ongoing compliance with the Stockholders’ Equity Requirement and, if at the time of the Company’s next periodic report the Company does not evidence compliance with Listing Rule 5550(b)(1), the Company may be subject to delisting.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, including those related to the Company’s compliance with the Stockholders’ Equity Requirement, which can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “potential,” “future,” “intends,” “plans,” “believes,” “estimates,” “continue,” “likely to” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s control, including, among other things, volatility in the market price of the Company’s common stock, the Company’s ability to manage costs and execute on its operational and budget plans, risks related to general market, economic and other conditions, the Company’s ability to maintain the listing of its common stock on Nasdaq, and those other risks that may be included in the periodic reports and other filings that the Company files from time to time with the U.S. Securities and Exchange Commission, which may cause the Company’s actual results, performance and achievements to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.

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.
Date: November 17, 2025	By:	/s/ Christopher Cooper
		Christopher Cooper
		Interim Chief Executive Officer

FAQ

Why was Shuttle Pharmaceuticals Holdings (SHPH) out of compliance with Nasdaq rules?

Shuttle Pharmaceuticals reported stockholders’ equity of $1,394,161 in its Form 10-Q for the quarter ended September 30, 2025, which is below the $2,500,000 minimum stockholders’ equity required by Nasdaq Listing Rule 5550(b)(1) for companies listed on the Nasdaq Capital Market.

How does SHPH believe it has regained compliance with Nasdaq’s equity requirement?

The company states that it believes it has regained compliance with the $2,500,000 stockholders’ equity requirement based on a private placement completed on November 4, 2025, in which it raised approximately $2.5 million in gross proceeds before placement agent fees and offering expenses.

What are the key terms of Shuttle Pharmaceuticals’ recent financing?

The disclosure notes that on November 4, 2025 the company completed a private placement that raised aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and other offering expenses payable by the company.

Is SHPH still at risk of being delisted from Nasdaq?

Nasdaq Listing Qualifications staff will continue to monitor the company’s compliance with the stockholders’ equity rule, and the company states that if its next periodic report does not show compliance with Listing Rule 5550(b)(1), its common stock may be subject to delisting from the Nasdaq Capital Market.

What Nasdaq requirement applies to Shuttle Pharmaceuticals’ stockholders’ equity?

For continued listing on the Nasdaq Capital Market, Nasdaq Listing Rule 5550(b)(1) requires that a company maintain a minimum of $2,500,000 in stockholders’ equity. Shuttle Pharmaceuticals’ reported equity of $1,394,161 as of September 30, 2025 fell below this threshold.

What risks related to Nasdaq compliance does SHPH highlight going forward?

The company points to risks around its ability to maintain the listing of its common stock on Nasdaq, noting that continued compliance with the stockholders’ equity requirement will be monitored and that failure to show compliance in its next periodic report could lead to delisting.