8-K

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<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock $0.00001 per share	SHPH	The<br> 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. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain 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.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit10.1

AMENDMENTNO. 1 TO

---

CONSULTINGAGREEMENT

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.

[remainderof page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

SHUTTLE<br> PHARMACEUTICALS HOLDINGS, INC.
By:	/s/ Yuying Liang
Name:	Yuying<br> Liang
Title:	Chief<br> Financial Officer
NUMBER<br> 2 CAPITAL CORP.
---	---
By:	/s/ Christopher Cooper
Name:	Christopher<br> Cooper
Title:	Owner