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  4. [NT 10-Q] Shuttle Pharmaceuticals Holdings, Inc. SEC Filing

Shuttle Pharma (SHPH) slashes R&D 95% as Dogecoin legal bills climb

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
NT 10-Q

Rhea-AI Filing Summary

Shuttle Pharmaceuticals Holdings, Inc. filed a notice that it will not meet the deadline for its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026, citing the inability to timely compile required disclosure information without unreasonable effort or expense. The company expects to file the report within the five‑day grace period permitted under the rules.

Preliminary information indicates major shifts in operating expenses. Research and development expense fell to $0.1 million from $1.0 million year over year, largely from lower subcontractor and compensation costs following headcount reductions and the CSO’s retirement. General and administrative expenses declined to $2.0 million from $2.3 million, mainly due to the non‑recurrence of a $1.0 million investor relations engagement, partly offset by higher amortization on the Molecule.ai developed‑technology intangible. Legal and professional expenses rose by $0.6 million (112%), driven by work related to the merger with United Dogecoin Inc. Other income improved by $0.3 million (150%), primarily from a $2.9 million favorable change in fair value of derivative liabilities, partly offset by a $0.2 million decrease in the change in fair value of convertible notes.

Positive

  • None.

Negative

  • Legal and professional expenses increased by $0.6 million (112%) in Q2 2026, largely due to merger-related legal, accounting, valuation and regulatory compliance costs associated with United Dogecoin Inc.
  • The company required an extension to file its June 30, 2026 Form 10‑Q, indicating difficulties in timely compiling information needed for required disclosures.

Insights

Analyzing...

R&D expense Q2 2026 $0.1 million Research and development expense for the three months ended June 30, 2026
R&D expense Q2 2025 $1.0 million Research and development expense for the three months ended June 30, 2025
G&A expense Q2 2026 $2.0 million General and administrative expenses for the three months ended June 30, 2026
G&A expense Q2 2025 $2.3 million General and administrative expenses for the three months ended June 30, 2025
Increase in legal and professional expenses $0.6 million Increase in legal and professional expenses in Q2 2026 vs Q2 2025 (112%)
Increase in other income $0.3 million Increase in other income in Q2 2026 vs Q2 2025 (150%)
Change in fair value of derivative liabilities $2.9 million Increase in change in fair value of derivative liabilities in Q2 2026 vs Q2 2025
Decrease in change in fair value of convertible notes $0.2 million Decrease in change in fair value of convertible notes in Q2 2026 vs Q2 2025
research and development financial
"The Registrant’s total research and development (“R&D”) expense was $0.1 million"
Research and development is the work a company does to discover, test and improve new products, services or processes. Think of it as planting seeds for future growth: it costs money now but can create competitive advantages, new revenue streams or regulatory approvals later, so investors watch R&D spending and progress to judge a company's future growth potential and the risk that those investments may or may not pay off.
amortization expense for developed technology financial
"offset by a $0.7 million increase in amortization expense for developed technology"
intangible asset financial
"associated with the Molecule.ai intangible asset acquired in November 2025"
Non-physical assets such as patents, trademarks, software, customer relationships, brand reputation or goodwill that provide future economic benefit. Investors care because these unseen resources can drive revenue, reduce costs or create competitive advantage, but they are harder to value and sell than physical assets, so they influence company valuation, risk and prospects much like an invisible engine that powers growth yet can be difficult to measure or replace.
change in fair value of derivative liabilities financial
"primarily driven by a $2.9 million increase in change in fair value of derivative liabilities"
convertible notes financial
"partially offset by a $0.2 million decrease in change in fair value of convertible notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

FAQ

Why did SHPH file a Form 12b-25 for its June 30, 2026 Form 10-Q?
Shuttle Pharmaceuticals Holdings, Inc. filed Form 12b‑25 because it could not compile all information needed for required disclosures in its June 30, 2026 Form 10‑Q without unreasonable effort or expense. The company expects to file the report within the five‑day grace period.

How did SHPH’s research and development expenses change in Q2 2026?
Research and development expense fell to $0.1 million for the three months ended June 30, 2026 from $1.0 million a year earlier, a 95% decrease. The drop mainly reflects lower subcontractor costs and reduced R&D compensation following lower headcount and the CSO’s retirement.

What happened to SHPH’s general and administrative expenses in Q2 2026?
General and administrative expenses decreased by $0.3 million (15%), from $2.3 million to $2.0 million year over year. A $1.0 million decline in investor relations advertising tied to a one‑time 2025 agency fee was partly offset by higher technology amortization.

How did other income change for SHPH in the quarter ended June 30, 2026?
Other income increased by $0.3 million (150%) compared to the same period in 2025. The main driver was a $2.9 million favorable change in fair value of derivative liabilities, partly offset by a $0.2 million decrease in change in fair value of convertible notes.

What role did the Molecule.ai asset play in SHPH’s Q2 2026 expenses?
Amortization expense for developed technology associated with the Molecule.ai intangible asset, acquired in November 2025, increased general and administrative costs by $0.7 million in Q2 2026, with no comparable amortization in the prior‑year quarter.

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 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D
  ☐ Form N-SAR ☐ Form N-CSR    

 

  For Period Ended: June 30, 2026
     
  ☐ Transition Report on Form 10-K
   
  ☐ Transition Report on Form 20-F
   
  ☐ Transition Report on Form 11-K
   
  ☐ Transition Report on Form 10-Q
   
  ☐ Transition Report on Form N-SAR
   
  For the Transition Period Ended:  

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
Full Name of Registrant
 
 
Former Name if Applicable
 
401 PROFESSIONAL DRIVE SUITE 260
Address of Principal Executive Office (Street and Number)
 
GAITHERSBURG, MD 20879
City, State and Zip Code

 

 

 

 
 

 

PART II — RULES 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
     
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

 

The Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to be included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Quarterly Report”). The Registrant expects to file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

 

SEC 1344 (04-09)   Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

(Attach extra Sheets if Needed)

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

   
 

Chris Cooper

  

(240)

  

403-4212

  (Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
      Yes ☒ No ☐
 

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
      Yes ☒ No ☐
   
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
   
 

Research and Development. The Registrant’s total research and development (“R&D”) expense was $0.1 million for the three months ended June 30, 2026, as compared to $1.0 million to the three months ended June 30, 2025. The decrease in total R&D expense of $1.0 million, or 95%, is primarily related to a $0.7 million decrease in subcontractor expenses and $0.3 million decrease in R&D compensation related expenses. Subcontractor expense made up 70% of total R&D expenses in the three months ended June 30, 2026 and 71% of total R&D expenses during the three months ended June 30, 2025. R&D compensation related expenses were an insignificant amount in the three months ended June 30, 2026 as compared to $0.3 million in the three months ended June 30, 2025. The decrease is largely attributable to the lower employee headcount year over year and retirement of the Registrant’s CSO.

 

General and Administrative Expenses. General and administrative expenses in the three months ended June 30, 2026 decreased by $0.3 million, or 15%, from $2.3 million in the three months ended June 30, 2025 to $2.0 million in the three months ended June 30, 2026. The decrease in general and administrative expenses was primarily due to a $1.0 million decrease in advertising costs associated with investor relations, reflecting a one-time engagement fee paid to an investor relations agency during the three months ended June 30, 2025 that did not recur in the current-year period. The decrease was partially offset by a $0.7 million increase in amortization expense for developed technology, associated with the Molecule.ai intangible asset acquired in November 2025, which had no comparable amortization expense during the three months ended June 30, 2025.

 

Legal and Professional Expenses. During the three months ended June 30, 2026, legal and professional expenses increased by $0.6 million or 112% compared to the same period in 2025. The increase in legal and professional fees was primarily attributable to legal, accounting, valuation and regulatory compliance activities related to the merger with United Dogecoin Inc. during the three months ended June 30, 2026.

 

Other Income (expense). During the three months ended June 30, 2026, other income increased by $0.3 million or 150% compared to other expense of the same period in 2025. The increase was primarily driven by a $2.9 million increase in change in fair value of derivative liabilities, partially offset by a $0.2 million decrease in change in fair value of convertible notes.

 

 
 

 

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 17, 2026 By: /s/ Chris Cooper
      Chris Cooper
      Co-CEO

 

 

 

Source: View Original Filing on SEC EDGAR