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): March21, 2025

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. ☐

Item1.01 Entry into a Material Definitive Agreement.

On March 21, 2025, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) entered into a consulting services agreement (the “Consulting Agreement”) with Bowery Consulting Group Inc., a corporation registered in the State of Florida (the “Consultant”). According to the Consulting Agreement, the Consultant will provide consulting services in connection with the Company’s business, including conducting research, undertaking due diligence and analysis, and identifying benefits and risks in relation to prospects and partnership affiliations under consideration, and thereafter advising on viability of plans for scaling activities (and the initiatives) that support reaching milestones and goals, developing market messaging, growth and capital raising strategies that have the potential to deliver significant returns and attract investors, and outlining investor and funding strategy for growth (retail and online activity) and suggesting ways to minimize costs associated with technological platform improvements and marketing spend.

The Consulting Agreement has a term of six months beginning on March 21, 2025. The Company agreed to pay the Consultant a fee in the amount of $260,000 for the term of the Consulting Agreement, which will be paid by the Company after it has fully regained compliance with the Nasdaq Listing Rules.

The foregoing description of the Consulting Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
1.1	Consulting Agreement, dated March 21, 2025, by and between Shuttle Pharmaceuticals Holdings, Inc. and Bowery Consulting Group Inc.
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> March 25, 2025
	By:	/s/ Chris Cooper
	Name:	Chris<br> Cooper
	Title:	Interim<br> Co-Chief Executive Officer

Exhibit1.1

CONSULTING SERVICES AGREEMENT

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THISAGREEMENT DATED AS OF March 21st 2025

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BETWEEN:

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ShuttlePharmaceuticals Holdings Inc.

A proprietorship registered in the State of Maryland

(hereinafter referred to as the “Firm”)

-and-

Bowery Consulting Group Inc.

A corporation registered in the State of Florida

(hereinafter referred to as the “Consultant”)

A.	RECITALS

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WHEREAS the Firm carries on business as company in the e-commerce/technology sector (the “Business”);

AND WHEREAS the Firm is desirous of retaining the Consultant to provide consulting services in connection with the Business of the Firm and the Consultant has represented to the Firm that he has expertise and experience in or related to the Business;

AND WHEREAS the Consultant is ready, willing and able to provide consulting services in connection with the Business and the Firm wishes to engage the Consultant to provide such services upon the terms and conditions hereinafter set out.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and all other good and valuable consideration and the mutual covenants herein contained, the parties hereto and hereby covenant and agree as follows:

B.	INTERPRETATION

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1.	For<br> all purposes of this Agreement, except as otherwise expressly provided or unless the context<br> otherwise requires:
a)	this<br> “Agreement” means this Consulting Services Agreement and from time to time supplemented<br> or amended by one or more agreements entered into pursuant to the applicable provisions hereof;
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b)	the<br> words “herein,” “hereof” and “hereunder” and other words<br> of similar import refer to this Agreement as a whole and not to any particular paragraph,<br> subparagraph or other subdivision;
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c)	the<br> headings are for convenience only and do not form a part of this Agreement nor are they intended<br> to interpret, define or limit the scope, extent or intent of this Agreement or any portion<br> hereof;
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d)	a<br> reference to a statute includes all regulations made pursuant thereto, all amendments to<br> such statute or regulations enforced from time to time and any statute or regulations which<br> supplement or supersede such statute or regulation;
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e)	the<br> recitals and all schedules attached hereto are specifically made a part of this Agreement,<br> except that in the event of any inconsistency between the provisions of the body of this<br> Agreement and any Schedule hereto, the provisions in the body of this Agreement shall prevail.
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2.	This<br> Agreement shall be governed by and construed in accordance with the laws of the State of<br> Florida.
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3.	Unless<br> otherwise indicated, all dollar amounts referred to in this Agreement are in U.S. funds.
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4.	The<br> terms, conditions, covenants, agreements, obligations and provisos contained in this Agreement<br> shall be binding upon and shall inure to the benefit of the parties hereto and upon their<br> respective heirs, executors, administrators, personal representatives, successors and, if<br> permitted, assigns, as the case may be.
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5.	Time<br> shall be of the essence hereof.
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6.	This<br> Agreement may be executed in several parts in the same form and the several parts executed<br> shall together constitute one agreement.
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7.	There<br> are no representations, warranties, conditions, terms or collateral contracts affecting the<br> engagement of the Consultant contemplated in this Agreement except as set out in this Agreement.
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8.	If<br> any provision or part of any provision of this Agreement is void for any reason, it shall<br> be severed from the Agreement without affecting the validity of the balance of the Agreement.
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C.	ENGAGEMENT AND RETAINER
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1.	The<br> Firm hereby agrees to retain the Consultant to provide consulting services during the Term<br> of this Agreement (as hereinafter defined) upon and subject to the terms and conditions set<br> out and the Consultant hereby accepts the mandate upon such terms and conditions.
2.	The<br> “Term of this Agreement” as used herein shall mean a period of six months beginning<br> on March 21st, 2025 (or as soon as possible thereafter).
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3.	It<br> is acknowledged by the parties hereto that the Firm is retaining the Consultant in the capacity<br> of independent contractor and not as an employee of the Firm. The Consultant and the Firm acknowledge<br>and agree that this Agreement does not create a partnership or joint venture between them.
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4.	The<br> Consultant shall periodically provide business consulting services to the Firm and its clients,<br> which shall include:
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●	Meet<br> with management to examine current activities and proposed plans, identify and discuss issues,<br> market needs and expansionary goals, and to understand capital raising, investment and potential<br> growth (acquisition) opportunities being considered (and timelines);
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●	Conduct<br> research, undertake due diligence and analysis, and identify benefits and risks in relation<br> to prospects and partnership affiliations under consideration, and thereafter advise on viability<br> of plans for scaling activities (and the initiatives) that support reaching milestones and<br> goals;
●	Develop<br> market messaging, growth and capital raising strategies that have the potential to deliver<br> significant returns and attract investors;
●	Outline<br> investor and funding strategy for growth (retail and online activity) and suggest ways to<br> minimize costs associated with technological platform improvements and marketing spend; and
●	Present<br> findings to senior management in relation to macro marketing plans and expansion viability,<br> as well as select capital raising, investment and growth initiatives (and their structure).
5.	The<br> Consultant shall periodically provide the services in paragraph C-4 on dates to be scheduled<br> by the Firm.
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6.	The<br> Consultant shall at agreed upon times during the Term of this Agreement, be available, except<br> during periods of vacation or when the Consultant is disabled by illness or incapacity, and<br> Consultant shall faithfully and diligently perform the Consultant’s duties. It is agreed<br> and acknowledged that the Consultant may provide services to other persons, clients and Firms.
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7.	The<br> Consultant shall perform the services referred to herein in a confidential, efficient prompt,<br> economical, skillful, and careful manner, in accordance with the best modern methods, standards<br> and practices currently prevailing in the appropriate industry. The Consultant shall obey<br> all applicable laws, regulations, rules and standards imposed by governmental authorities.<br> The Consultant shall take direction on ongoing business issues and projects from the senior<br> management of the Firm.
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8.	The<br> Consultant acknowledges that, in performing its duties, it may, from time to time, be exposed<br> to material nonpublic information (“MNPI”) concerning the Firm’s business,<br> operations, scientific developments and other matters concerning the Firm, its subsidiaries,<br> affiliates and contracting parties. The Consultant acknowledges and agrees that, in compliance<br> with US federal and state securities laws, anytime it is in possession of MNPI, that it is<br> prohibited from purchasing or selling the Firm’s securities or otherwise communicating<br> such MNPI to any other person under circumstances in which it is reasonably foreseeable that<br> such person is likely to purchase or sell such securities.
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9.	All<br> documents, data and reports and other information generated by the Consultant in performing<br> the services herein shall at all times be and remain the property of the Firm and all such<br> material is confidential and proprietary to the Firm.
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10.	The<br> Consultant acknowledges that during the course of providing services to the Firm, the Consultant<br> will have access to proprietary information of the Firm including, but not limited to, information<br> relating to customer lists; financial costs and sales data; supply sources and contracts;<br> business opportunities for new and developing business; products, procedures, systems and<br> techniques relating to the development, marketing and sales of the Firm’s products<br> and services. The Consultant acknowledges that all such proprietary information is a valuable,<br> special and unique asset of the Firm. The Consultant shall faithfully serve and use his best<br> efforts to promote the<br>interests of the Firm and shall not disclose proprietary information to others, other than in the course of the Consultant’s responsibilities<br>as a Consultant advisor to the Firm, and shall not use such proprietary information for his own personal gain. Furthermore, the Consultant<br>specifically agrees that this provision continues during and after the termination or expiration of this Agreement. In the event of a<br>breach or threatened breach by the Consultant of the provisions of this paragraph, the Firm shall be entitled to an Injunction restraining<br>the Consultant from disclosing, in whole or in part, such proprietary information or from rendering any services to any person, clients,<br>Firm, association or other entity to whom such proprietary information, in whole or in part, has been disclosed or is threatened to be<br>disclosed. Nothing herein shall be construed as prohibiting the Firm from pursuing any other remedies available to it for such breach<br>or threatened breach, including the recovery of damages from the Consultant.
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11.	The<br> Consultant warrants to the Firm that the performance of the services by the Consultant under<br> this Agreement does not constitute a conflict with any party to whom the Consultant has provided<br> services prior to the effective date of this Agreement.
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D.	REMUNERATION
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1.	The<br> Firm agrees to pay the Consultant an upfront fee in the amount of USD $260,000 for the term<br> of this Agreement. The consulting fees shall be paid upon approval by the Firm in its sole<br> discretion of a submitted invoice once full Nasdaq compliance has been achieved.
2.	The<br> Consultant may be reimbursed, from time to time, for all pre-approved out of pocket expenses,<br> including travel costs, actually and properly incurred by the Consultant in connection with<br> providing the services set out in paragraph C-4. The Consultant shall furnish statements<br> and vouchers to the Firm for reimbursement of such expenses. Such expenses must be approved<br> by Firm in advance.
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E.	ASSIGNMENT
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1.	This<br> Agreement is a corporate service agreement and may not be assigned by either Party without<br> the prior written consent of the other Party.
3.	The<br> Consultant shall not sub-contract all or any portion of the consulting services itemized<br> in Part C hereof without the prior written consent of the Firm.
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F.	ARBITRATION
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1.	Any<br> controversy or claim arising out of or relating to this Agreement or any breach of this Agreement<br> shall be finally settled by arbitration.
A.	INDEMNIFICATION
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Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement to be effective as of the day and year first above written.

For:	Shuttle Pharmaceuticals Holdings Inc.
By:	/s/<br> Christopher Cooper
****	Christopher Cooper
	Interim Co-Chief Executive Officer

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For:	Bowery Consulting Group Inc.
By:	/s/<br> Adam Vance Chambers
****	Adam Vance Chambers
	President

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