SHPH 8-K
Shuttle Pharmaceuticals Holdings, Inc. (SHPH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |
Exhibit 10.1
AMENDMENT NO. 1 TO
CONSULTING AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of January 29, 2026, to that certain Consulting Agreement, by and between Shuttle Pharmceuticals Holdings, Inc. (the “Company”) and Number 2 Capital Corp. (the “Consultant”), dated as of March 11, 2025 (the “Consulting Agreement”), is made and entered into by and between the Company and the Consultant. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Consulting Agreement.
WHEREAS, the Company and the Consultant desire to amend the Consulting Agreement to extend its term.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, intending to be legally bound hereby, the parties agree as follows:
Section 1. Amendment to Consulting Agreement. Effective as of September 11, 2025, Section 1.1 of the Consulting Agreement is hereby amended and restated in its entirety as follows:
1.1 “The term of this Consulting Agreement (the “Agreement”) commences from the Effective Date and will run until August 1, 2026, unless earlier terminated in accordance with its terms.”
Section 2. Headings. The headings used herein are for convenience of reference only and shall not affect the construction of, nor shall they be taken into consideration in interpreting, this Amendment.
Section 3. Counterparts. This Amendment may be executed in any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Section 4. Governing Law. This Amendment shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without reference to the principles of conflicts of law of Delaware or any other jurisdiction, and where applicable, the laws of the United States.
Section 5. No Other Amendments. Except as expressly set forth herein, the Consulting Agreement remains in full force and effect in accordance with its terms and nothing contained herein shall be deemed to be a waiver, amendment, modification or other change of any term, condition or provision of the Consulting Agreement.
Section 6. References to the Consulting Agreement. From and after the date hereof, all references in the Consulting Agreement and any other documents to the Consulting Agreement shall be deemed to be references to the Consulting Agreement after giving effect to this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.
| SHUTTLE PHARMACEUTICALS HOLDINGS, INC. | ||
| By: | /s/ Yuying Liang | |
| Name: | Yuying Liang | |
| Title: | Chief Financial Officer | |
| NUMBER 2 CAPITAL CORP. | ||
| By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | |
| Title: | Owner | |