Shuttle Pharma amends CEO consulting agreement

Shuttle Pharmaceuticals Holdings, Inc. amended its consulting agreement with Number 2 Capital Corp., the entity owned by interim co-Chief Executive Officer Christopher Cooper.

Accepted by SEC EDGAR 02/02/2026 - 05:20 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Shuttle Pharmaceuticals Holdings, Inc. amended its consulting agreement with Number 2 Capital Corp., the entity owned by interim co-Chief Executive Officer Christopher Cooper. The amendment, dated January 29, 2026, extends the agreement’s term to August 1, 2026, effective September 11, 2025.

Under the agreement, the consultant is paid $20,000 per month, is expected to work 40 hours per week, and is subject to standard confidentiality and non-disclosure provisions. Either party may terminate the agreement on 30 days’ notice, or immediately for cause.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive agreement did Shuttle Pharmaceuticals (SHPH) amend?

Shuttle Pharmaceuticals amended its consulting agreement with Number 2 Capital Corp., an entity owned by interim co-Chief Executive Officer Christopher Cooper. The amendment extends the agreement’s term and continues the arrangement under which the consultant provides executive services to the company.

How long does the amended consulting agreement for SHPH’s interim CEO run?

The amended consulting agreement runs through August 1, 2026. The amendment is effective as of September 11, 2025, providing an extended period during which Number 2 Capital Corp. continues to supply Christopher Cooper’s services as interim co-Chief Executive Officer to Shuttle Pharmaceuticals.

What compensation is paid under Shuttle Pharmaceuticals (SHPH) consulting agreement?

Under the consulting agreement, Number 2 Capital Corp. receives compensation of $20,000 per month. In return, the consultant is expected to work 40 hours per week while Christopher Cooper serves in the interim co-Chief Executive Officer role for Shuttle Pharmaceuticals Holdings, Inc.

Can Shuttle Pharmaceuticals (SHPH) terminate the consulting agreement early?

Yes. The consulting agreement may be terminated by either Shuttle Pharmaceuticals or Number 2 Capital Corp. on 30 days’ notice. It may also be terminated immediately for cause, giving both sides flexibility if circumstances change or contractual obligations are not met.

Who is the consultant under Shuttle Pharmaceuticals (SHPH) amended agreement?

The consultant is Number 2 Capital Corp., a Canadian entity owned by Christopher Cooper. Cooper serves as interim co-Chief Executive Officer of Shuttle Pharmaceuticals, and the consulting agreement governs the terms under which his services are provided to the company.

What protections apply in Shuttle Pharmaceuticals (SHPH) consulting arrangement?

The consultant under Shuttle Pharmaceuticals’ agreement is subject to standard confidentiality and non-disclosure provisions. These terms are designed to protect the company’s sensitive information while Christopher Cooper, through Number 2 Capital Corp., performs executive services as interim co-Chief Executive Officer.

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): January 29, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 12, 2025, in connection with Mr. Christoper Cooper’s appointment to the position of interim co-Chief Executive Officer, on March 11, 2025, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), entered into a consulting agreement (the “Consulting Agreement”) with Number 2 Capital Corp., a Canadian entity owned by Mr. Cooper (the “Consultant”).

On January 29, 2026, the Company entered into Amendment No. 1 to Consulting Agreement (the “Amendment”) to extend the term of the Consulting Agreement to August 1, 2026, effective September 11, 2025. In accordance with the terms of the Consulting Agreement, the Consultant will receive compensation of $20,000 per month. The Consulting Agreement may be terminated by either party upon 30 days’ notice, and may be terminated for cause immediately. The Consultant will be expected to work 40 hours per week and will be subject to standard confidentiality and non-disclosure provisions.

The foregoing discussion of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, the form of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 1 to Consulting Agreement, dated January 29, 2026, between Shuttle Pharmaceuticals Holdings, Inc. and Number 2 Capital Corp.
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.

	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
Dated: February 2, 2026
	By:	/s/ Christopher Cooper
	Name:	Christopher Cooper
	Title:	Interim Chief Executive Officer