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2026-02-11
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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): February 11, 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
2.02. Results of Operations and Financial Condition.
On
February 11, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) filed a registration statement on Form S-1 disclosing
certain preliminary estimated unaudited financial results for the full year ended December 31, 2025. The text of the disclosure
of those preliminary estimated unaudited financial results is included below.
Preliminary
Estimated Unaudited Financial Results for the Year Ended December 31, 2025
Set
forth below are preliminary estimates of selected unaudited financial and other information as of and for the year ended December 31,
2025 and financial information as of and for the year ended December 31, 2024, certain of which was derived from the audited financial
statements previously filed with the Company’s Annual Report on Form 10-K on February 26, 2025. The Company provided a range
for the preliminary estimated financial results for 2025 because the Company’s closing procedures for the year ended December 31,
2025 are not yet complete. The following information reflects the Company’s preliminary estimates based on currently available
information and is subject to change. The Company’s independent registered public accounting firm has not audited, compiled, reviewed
or otherwise applied any procedures to the Preliminary Estimated Unaudited Financial Results presented herein and, accordingly, does
not express an opinion or any other form of assurance on it.
The
following table summarizes the results of operations of the Company:
| | |
Years Ended | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| | |
Low | | |
High | | |
Actual | |
| | |
(Unaudited) | | |
| |
| Revenue | |
$ | — | | |
$ | — | | |
$ | — | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Research and development | |
| 3,415,573 | | |
| 3,852,709 | | |
| 3,618,796 | |
| General and administrative | |
| 5,227,016 | | |
| 5,777,228 | | |
| 1,392,709 | |
| Legal and professional | |
| 2,079,739 | | |
| 2,298,659 | | |
| 2,684,665 | |
| Total operating expenses and loss of operations | |
| 10,722,328 | | |
| 11,928,596 | | |
| 7,696,170 | |
| Other (expense) income | |
| (140,120 | ) | |
| (154,870 | ) | |
| (1,448,627 | ) |
| Net loss | |
$ | (10,862,448 | ) | |
$ | (12,083,466 | ) | |
$ | (9,144,797 | ) |
Research
and Development. For the year ended December 31, 2025, the Company expects to report research and development (“R&D”)
expense to be between $3.4 million and $3.9 million, as compared to $3.6 million for the year ended December 31, 2024. While the year-over-year
change was nominal, the Company anticipates its research and development activities will decrease until such time as it determines the
direction of its preclinical and clinical drug development efforts.
General
and Administrative Expenses. For the year ended December 31, 2025, the Company expects to report general and administrative expenses
to be between $5.2 million and $5.8 million, as compared to $1.4 million for the year ended December 31, 2024. The expected increase
in general and administrative expenses was primarily due to costs associated with advertising for investor relations of $3.6 million.
Legal
and Professional Expenses. For the year ended December 31, 2025, the Company expects to report legal and professional expenses to
be between $2.1 million and $2.3 million, as compared to $2.7 million for the year ended December 31, 2024. The expected decrease in
legal and professional fees was primarily due to lower expenses related to the Company’s public filing requirements and financing-related
work.
Other
Income (expense). For the year ended December 31, 2025, the Company expects to report total other expense to be between $0.1 million
and $0.2 million, as compared to $1.5 million for the year ended December 31, 2024. The expected decrease was primarily driven by a $1.2
million decrease in interest expense and a $0.8 million decrease in the loss on settlement of convertible debt, each resulting from the
settlement of the Alto Convertible Note during the year ended December 31, 2024, partially offset by changes in the fair value of convertible
notes and derivative liabilities.
Balance
Sheet Data:
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| | |
Low | | |
High | | |
Actual | |
| | |
(Unaudited) | | |
| |
| Current assets | |
$ | 502,744 | | |
$ | 502,744 | | |
$ | 2,210,917 | |
| Intangible assets, net | |
| 9,813,851 | | |
| 9,813,851 | | |
| — | |
| Other assets | |
| 158,794 | | |
| 175,510 | | |
| 295,373 | |
| Accounts payable and accrued expenses | |
| 1,185,537 | | |
| 1,310,331 | | |
| 596,600 | |
| Operating lease liability | |
| 232,147 | | |
| 232,147 | | |
| 298,997 | |
| Current portion of notes payable to related parties | |
| — | | |
| — | | |
| 192,055 | |
| Current portion of convertible notes payable | |
| — | | |
| — | | |
| 684,205 | |
| Contingent consideration liability | |
| 2,000,000 | | |
| 2,000,000 | | |
| — | |
| Consideration Payable | |
| 4,435,927 | | |
| 4,435,927 | | |
| — | |
As
of December 31, 2025, the Company expects to report total current assets of approximately $0.5 million and total current liabilities
of approximately $1.2 million to $1.3 million, resulting in working capital deficit between $0.7 million and $0.8 million. As of December
31, 2024, total current assets were $2.2 million and total current liabilities were $1.5 million, resulting in a working capital of $0.7
million. The Company expects that the decrease in working capital is primarily attributable to cash paid for the Molecule.ai asset acquisition
of $3.0 million, costs incurred in winding down the Company’s clinical trials, and capital preservation while we work to raise
additional financing to fund ongoing business and operations.
As
of December 31, 2025, the Company expects to report intangible assets, net to be $9.8 million, comprised of the intangible asset acquired
in the Molecule.ai asset acquisition. Further, the Company expects contingent consideration and consideration payable to be $2.0 million
and $4.4 million, respectively, each representing consideration currently payable or that the Company expects will be payable under the
Molecule.ai asset acquisition.
As
of December 31, 2025, the Company expects to report other assets of approximately $0.2 million, primarily comprised of the Company’s
right-of-use asset for its operating lease. Further, the Company expects the associated operating lease liability to be $0.2 million.
The expected decrease in the carrying value of the asset is primarily attributable to an expected impairment during the year ended December
31, 2025 and the expected decrease in the lease liability is attributable to continued rent payments under the lease.
During
the year ended December 31, 2025, all notes payable and accrued interest were paid at maturity and all convertible notes that were previously
outstanding converted into shares of common stock therefore we expect the associated liabilities to be $0, compared to $0.2 million and
$0.7 million, respectively, as of December 31, 2024.
FINANCIAL
DISCLOSURE ADVISORY
The
Company has not yet completed its reporting process for the fiscal year-ended December 31, 2025. The preliminary results presented herein
are based on its reasonable estimates and the information available to it at this time and, because of their preliminary nature, in certain
cases, the Company has provided ranges, rather than specific amounts. As such, the Company’s actual results may materially vary
from the preliminary results presented herein and will not be finalized until the Company reports its final results for fiscal year 2025
after the completion of its normal year end accounting procedures and the execution of its internal controls over financial reporting.
In addition, any statements regarding the Company’s estimated financial performance for the fiscal year 2025 do not present all
information necessary for an understanding of the Company’s financial condition and results of operations as of and for the annual
period ended December 31, 2025.
Cautionary
Note Regarding Forward Looking Statements
Statements
in this Current Report on Form 8-K 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 expectations regarding the
Company’s preliminary estimated unaudited financial and operating results. 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. These
forward-looking statements are made as of the date of this Current Report, are based on current expectations of future events and
thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond the
Company’s control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual
results could vary materially from the Company’s expectations and projections. These risks, uncertainties and other factors
include: the completion of the Company’s year end closing procedures for its financial statements for the year ended December
31, 2025; our ability to continue as a going concern in the near term being dependent upon us successfully raising additional equity
or debt financing to fund our operations, risks regarding volatility of our stock price, risks regarding future issuance of equity
or of debt securities diluting our share capital, our ability to recognize the anticipated benefits of the purchase of Molecule.ai,
and; and other risks as set forth in the Company’s filings with the SEC.
The
information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not
be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
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:
February 17, 2026 |
|
|
| |
|
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Interim
Chief Executive Officer |
