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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 6, 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, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Appointment
of Yuying Liang
On
January 6, 2025, the Board of Directors (the “Board”) of Shuttle Pharmaceuticals Holdings, Inc. (the “Company”)
appointed Ms. Yuying Liang, CPA as Chief Financial Officer of the Company. In connection with this appointment, Mr. Chris Cooper will
no longer serve as the Company’s Chief Financial Officer (Principal Financial Officer). Mr. Cooper will continue to serve the Company
in his position as Interim Chief Executive Office.
The
terms Ms. Liang’s employment with the Company are set forth in that certain engagement letter between the Company and Yuying Liang
Professional Corp. (“YLPC”), a Canadian corporation wholly owned and controlled by Ms. Liang (the “Engagement Letter”).
Pursuant to the Engagement Letter, YLPC was engaged to perform ongoing bookkeeping, accounting, and financial reporting services and
set forth Ms. Liang’s willingness, at the election of the Board, to serve as Chief Financial Officer of the Company. Pursuant to
the Engagement Letter, YLPC will receive a monthly fee of $15,000 USD plus applicable taxes. The Engagement Letter also includes customary
terms, such as limitations of liability and provisions for disbursements.
Ms.
Liang, age 35, is a certified public accountant with significant experience in corporate accounting, financial reporting, and chief financial
officer services. Ms. Liang has worked extensively with public and private companies across multiple sectors, providing financial leadership
and strategic guidance. Most recently, Ms. Liang was appointed Chief Financial Officer of iSpecimen Inc. on December 13, 2024.
In addition to her recent appointment
as Chief Financial Officer of iSpecimen Inc., Ms. Liang currently serves as Chief Financial Officer of BlockchainK2 Corp., Goldhills
Holding Ltd, Intact Gold Corp., Kincora Copper Limited, Transatlantic Mining Corp., and Ultra Brands Ltd. She also serves as both Chief
Financial Officer and Director of Modern Plant Based Foods Inc. and Montego Resources Inc. In these roles, Ms. Liang has overseen consolidated
financial reporting, ensured compliance with IFRS and US GAAP, and provided strategic guidance to executive teams and boards of directors.
There
are no family relationships between Ms. Liang and any executive officer or director of the Company, there are no understandings or arrangements
between Ms. Liang and any other person pursuant to which Ms. Liang was appointed as Chief Financial Officer and Ms. Liang has no transactions
reportable under Item 404(a) of Regulation S-K.
The
foregoing description of the Engagement Letter does not purport to be complete and is qualified in its entirety by reference to the full
text of the Engagement Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Departure
of Sachin Pathigoda
On
January 8, 2026, Mr. Sachin Pathigoda formally resigned from his position as a director of the Board of Shuttle Pharmaceuticals Holdings,
Inc., effective immediately. Mr. Pathigoda’s resignation was not due to the result of any disagreement with the Company on any matter
relating to its operations, policies, or practices. The Board has commenced a process to identify and evaluate potential candidates to
fill the vacancy on the Board created by Mr. Pathigoda’s resignation. The Company intends to appoint a successor director as soon
as is practicable, in accordance with the Company’s bylaws and applicable law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Engagement Letter between Shuttle Pharmaceuticals Holdings, Inc. and Yuying Liang Professional 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:
January 8, 2026 |
|
|
| |
By: |
/s/
Christopher Cooper |
| |
Name:
|
Christopher
Cooper |
| |
Title: |
Interim
Chief Executive Officer |
