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 |
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For
Period Ended: |
June
30, 2026 |
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☐ Transition
Report on Form 10-K |
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|
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☐ Transition
Report on Form 20-F |
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|
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☐ Transition
Report on Form 11-K |
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|
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☐ Transition
Report on Form 10-Q |
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|
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: |
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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 |
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| 401
PROFESSIONAL DRIVE SUITE 260 |
| Address
of Principal Executive Office (Street and Number) |
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| 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; |
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| ☒ |
(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 |
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(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 |
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|
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Chris
Cooper
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(240)
|
|
403-4212
|
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(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). |
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Yes
☒ No ☐ |
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| (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? |
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Yes
☒ No ☐ |
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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. |
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|
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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 |
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|
|
Co-CEO |
