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