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Shuttle Pharmaceuticals Holdings Inc.

09/24/2026 | Press release | Distributed by Public on 09/24/2026 10:00

Amendment to Current Report (Form 8-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 9, 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)

(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.

EXPLANATORY NOTE

On September 15, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the "Company") filed a Current Report on Form 8-K (the "Form 8-K") under Item 3.02 disclosing, among other things, that the Company issued pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate of approximately 16,932,508 shares of Common Stock, which number actually represents the maximum number of Pre-Funded Warrants that may be issued upon the satisfaction of all conditions to issuance, and not the number of Pre-Funded Warrants that were issued as of September 9, 2026. The Company hereby amends the Form 8-K to reflect that, as of September 9, 2026, the actual number of Pre-Funded Warrants that have been issued is 9,741,751.

This Current Report on Form 8-K/A amends the Form 8-K solely to amend Item 3.02 as described above. There are no other modifications or updates to any of the information made in the Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
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.

Dated: September 24, 2026
SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
By: /s/ Christopher Cooper
Name: Christopher Cooper
Title: Co-Chief Executive Officer
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