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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 28, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”), the Company no longer complies with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”).
The Notice states that the Company has 60 calendar days, or until October 27, 2026, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq can grant an exception of up to 180 calendar days from the prescribed due date of the Form 10-Q, or until February 22, 2027, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
The Company continues to work diligently to complete the Form 10-Q and intends to file the Form 10-Q as soon as practicable.
The Notice has no immediate effect on the listing or trading of the Company’s common stock, though Nasdaq will broadcast an indicator over its market data dissemination network noting the Company’s noncompliance. If the Company fails to timely regain compliance with the Listing Rule, the Company’s common stock will be subject to delisting from Nasdaq.
Forward-Looking Statements
The information contained herein may contain statements that are not historical in nature but rather are based on management’s beliefs, assumptions, expectations, estimates and projections about the future. These statements may be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, involving a degree of uncertainty and attendant risk. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict or forecast, explicitly or by implication. Factors that could cause or contribute to such differences include, but are not limited to, those included in the Company’s prior SEC filings and the following: (i) the timing and results of the completion of the required procedures and documentation by our independent registered public accounting firm with respect to its review of the Form 10-Q; and (ii) the Company’s ability to file the Form 10-Q. The Company undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated events.
Item 7.01 Regulation FD Disclosure.
On August 28, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) related to the Notice, which is attached as Exhibit 99.1.
The information in Item 7.01, including Exhibit 99.1, of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 28, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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: August 28, 2026 | ||
| By: | /s/ Chris Cooper | |
| Name: | Chris Cooper | |
| Title: | Co-Chief Executive Officer | |
Exhibit 99.1
Shuttle Pharmaceuticals Holdings, Inc. Announces Receipt of NASDAQ Noncompliance Letter
Gaithersburg, Maryland, August 28, 2026 — Shuttle Pharmaceuticals Holdings, Inc. (NASDAQ: SHPH) (the “Company” or “Shuttle”), today announced that the Company is not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 with the Securities and Exchange Commission by the required due date.
The Company intends to file the Form 10-Q as soon as practicable.
The Company is required to submit a plan, by October 27, 2026, which outlines the steps the Company expects to take to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until February 22, 2027, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq.
The Nasdaq Notice has no immediate effect on the listing or trading of the Company’s common stock, though Nasdaq makes available to investors a list of non-compliant companies, which will include Shuttle beginning on approximately September 4, 2026. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers. If the Company fails to timely regain compliance, the Company’s common stock will be subject to delisting from Nasdaq.
—Ends—
About Shuttle Pharmaceuticals
Shuttle (NASDAQ: SHPH) owns a pharmaceutical software AI driven platform for molecular discovery and early-stage drug development. By combining modern AI techniques with structured scientific workflows, the Molecule.ai platform helps researchers explore the chemical space more efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development.
United Dogecoin, a wholly-owned subsidiary of Shuttle, is a start-up digital infrastructure company focused on the development, ownership, and operation of large-scale computing infrastructure supporting blockchain networks, artificial intelligence, and high-performance computing workloads. It is seeking to build an energy-first digital infrastructure platform designed to deploy computing capacity across multiple end markets as demand evolves.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements concerning the filing of our Form 10-Q for the fiscal quarter ended June 30, 2026. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks related to the timing and results of the completion of the required procedures and documentation by our independent registered public accounting firm with respect to its review of our Form 10-Q, our ability to file the Form 10-Q, acceptance of any compliance plan we may submit to Nasdaq, and factors discussed in the “Risk Factors” section of Shuttle’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as other SEC filings. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, Shuttle disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.