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 6, 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, par value $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

Appointment of Yuying Liang

On January 6, 2025, the Board of Directors (the “Board”) of Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) appointed Ms. Yuying Liang, CPA as Chief Financial Officer of the Company. In connection with this appointment, Mr. Chris Cooper will no longer serve as the Company’s Chief Financial Officer (Principal Financial Officer). Mr. Cooper will continue to serve the Company in his position as Interim Chief Executive Office.

The terms Ms. Liang’s employment with the Company are set forth in that certain engagement letter between the Company and Yuying Liang Professional Corp. (“YLPC”), a Canadian corporation wholly owned and controlled by Ms. Liang (the “Engagement Letter”). Pursuant to the Engagement Letter, YLPC was engaged to perform ongoing bookkeeping, accounting, and financial reporting services and set forth Ms. Liang’s willingness, at the election of the Board, to serve as Chief Financial Officer of the Company. Pursuant to the Engagement Letter, YLPC will receive a monthly fee of $15,000 USD plus applicable taxes. The Engagement Letter also includes customary terms, such as limitations of liability and provisions for disbursements.

Ms. Liang, age 35, is a certified public accountant with significant experience in corporate accounting, financial reporting, and chief financial officer services. Ms. Liang has worked extensively with public and private companies across multiple sectors, providing financial leadership and strategic guidance. Most recently, Ms. Liang was appointed Chief Financial Officer of iSpecimen Inc. on December 13, 2024.

In addition to her recent appointment as Chief Financial Officer of iSpecimen Inc., Ms. Liang currently serves as Chief Financial Officer of BlockchainK2 Corp., Goldhills Holding Ltd, Intact Gold Corp., Kincora Copper Limited, Transatlantic Mining Corp., and Ultra Brands Ltd. She also serves as both Chief Financial Officer and Director of Modern Plant Based Foods Inc. and Montego Resources Inc. In these roles, Ms. Liang has overseen consolidated financial reporting, ensured compliance with IFRS and US GAAP, and provided strategic guidance to executive teams and boards of directors.

There are no family relationships between Ms. Liang and any executive officer or director of the Company, there are no understandings or arrangements between Ms. Liang and any other person pursuant to which Ms. Liang was appointed as Chief Financial Officer and Ms. Liang has no transactions reportable under Item 404(a) of Regulation S-K.

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

Departure of Sachin Pathigoda

On January 8, 2026, Mr. Sachin Pathigoda formally resigned from his position as a director of the Board of Shuttle Pharmaceuticals Holdings, Inc., effective immediately. Mr. Pathigoda’s resignation was not due to the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Board has commenced a process to identify and evaluate potential candidates to fill the vacancy on the Board created by Mr. Pathigoda’s resignation. The Company intends to appoint a successor director as soon as is practicable, in accordance with the Company’s bylaws and applicable law.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Engagement Letter between Shuttle Pharmaceuticals Holdings, Inc. and Yuying Liang Professional 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> January 8, 2026
	By:	/s/ Christopher Cooper
	Name:	Christopher<br> Cooper
	Title:	Interim<br> Chief Executive Officer

Exhibit10.1

YUYINGLIANG PROFESSIONAL CORP.

Vancouver, British Columbia

Canada

Telephone +1 778 318 7278

Private and Confidential

December 1, 2025

Mr. Chris Cooper

Chief Executive Officer

Shuttle Pharmaceuticals Holdings, Inc.

401 Professional Drive, Suite 260

Gaithersburg, MD 20879

United States

Dear Mr. Cooper:

We appreciate the opportunity to provide accounting services to Shuttle Pharmaceuticals Holdings, Inc. the (“Company”) in connection with financial reporting and provision for a CFO. This engagement letter sets forth our mutual understanding of the nature and scope of the services to be performed, the fees we will charge for the services, and outlines the responsibilities of Yuying Liang Professional Corp., a Canadian Corporation (“Yuying Liang”) and the Company.

Scope of Services

Yuying Liang will perform ongoing bookkeeping, accounting, financial reporting, and if required the provision for a CFO. Yuying Liang will perform such accounting functions as required to maintain the Company’s accounting records in a proper manner.

Timing of Engagement

We will endeavor to prepare and complete the accounting services and corporate services in a timely manner with assistance from the Company. As such our relevant experience and advance preparation are major factors to the success of this engagement. The engagement will remain in effect from year to year unless amended in writing by both parties or terminated by 60 days written notice from either party. We will endeavor to start the engagement December 1, 2025.

Responsibilities of the Company

A fundamental term of this engagement is that you will provide us with all relevant information on a timely basis. In addition, you will provide any reasonable assistance that may be required to perform the engagement.

You will provide us with accurate and complete information necessary to compile the necessary accounting information. The sole responsibility for the accuracy and completeness of the representations in the financial information remains with you. All financial and relevant information of the company will be disclosed to us. Yuying Liang is not responsible for any penalties assessed against you or failure to comply with statutory filing deadlines as the result of your failure to provide us with all the information relevant to the issues under consideration. Furthermore, you agree to reimburse Yuying Liang for any penalties assessed against Yuying Liang as the result of your failure to provide such information.

Fees, Billing and Payment Terms

Our monthly fee for the accounting and corporate services related to the Company as described above is:

●	$15,000.00<br> USD/ month plus applicable taxes via cash payments

Should any circumstances cause fees to exceed the proposed amount we will inform you in advance to obtain your approval of such additional fees. If such approval is not obtained, you will not be billed outside the proposed amount.

Our fees do not include disbursements or GST. Except for any individually significant items such as fees paid to other advisors, travel, etc. disbursements will be billed to you on the basis of 2% of the professional fees billed and include courier, copy costs, and travel. We will advise you on a timely basis should any circumstances arise which cause actual fees to exceed the amount estimated, if any.

Our accounts are due when rendered and interest will be charged at 2% per month on overdue balances. Change of Control

If there should be a Change of Control Yuying Liang may terminate its obligations under this engagement within 90 days following the Change of Control by giving 30 days-notice in writing to the Company.

For the purposes of this engagement, a “Change of Control” shall be deemed to have occurred when: a person becomes a “control person” (as defined in the Securities Act); a majority of the directors are not individuals nominated by the Company’s then incumbent Board of Directors; or any person or group of persons acquires the ability, directly or indirectly to direct the management and policies of the Company through: the legal or beneficial ownership of voting securities; the right to appoint managers, directors or corporate management; contract; operating agreement; voting trust.

Further Limitation of Liability

You agree that any and all claims you may have against our firm or its professional staff arising out of all services provided to you by us, whether in contract, negligence, or otherwise known to law, shall be regarded as one claim and any liability to you shall be limited to the amount of the monthly engagement fee.

You expressly agree that you will not bring any proceedings in any court of any jurisdiction advancing any claim against our professional staff and employees.

You expressly agree that any liability our firm may have to you shall not be joint and several with any other party, but shall be several, and limited to the percentage or degree of our fault in proportion to the fault or wrongdoing of all persons who contributed to the loss.

You expressly agree that any and all claims, whether in contract, negligence, or otherwise known to law arising out of our professional services under this engagement vest exclusively in Shuttle Pharmaceuticals Holdings, Inc.and you agree to wholly indemnify and hold harmless our firm and its professional staff from any and all claims that may be brought against our firm or its professionals by any shareholder, director or officer of Shuttle Pharmaceuticals Holdings, Inc. in any way arising out of or connected to our services provided to you.

You agree that our liability for all claims you may have or bring in connection with the professional services rendered arising out of or ancillary to this agreement shall absolutely cease to exist from the date of:

(a)	performance<br>of this engagement;
(b)	suspension<br>or abandonment of this engagement; or
---	---
(c)	termination<br>of our services pursuant to this agreement,
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whichever shall occur first, regardless of whether you were aware of the potential for making a claim against us within that period. Following the expiration of the aforesaid period, you agree that neither you, your agents or assigns shall make any claim or bring any proceeding against us.

We look forward to working with you and your staff during this engagement. If this engagement letter is in accordance with your understandingof our engagement, please have the enclosed copy of this letter signed by an authorized officer and return it to us. Please retain the original for your files.

If you have any questions or comments regarding the terms of this engagement letter, please contact the undersigned at (604) 630 7296.

Yours truly,
/s/Yuying Liang
Yuying Liang, CPA
Accepted for:
Shuttle PharmaceuticalsHoldings, Inc.
By:	/s/ Christopher Cooper
---	---
	Signature
	Chris Cooper, CEO
	Print name
Date:	December 1, 2025