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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): October 15, 2025
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 1.01 Entry into a Material Definitive Agreement.
On October 20, 2025, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) entered into a binding term sheet with 1542770 BC Ltd. (“Molecule”). The term sheet sets forth the material business terms of a transaction under which the Company or its affiliate will purchase from Molecule substantially all of Molecule’s assets and liabilities for a purchase price of $10,000,000 payable in a combination of cash and shares of common stock of the Company (which combination of cash and common stock is subject to the Company’s sole determination) over time and subject to the achievement of certain milestones. The parties agreed that they will enter into one or more written agreements embodying the terms of the term sheet and effectuating the transactions contemplated thereby, that will address in further detail the matters covered by the term sheet, together with additional customary terms and conditions regarding the transaction. Completion of the transaction will be subject to, among other customary conditions, negotiation and execution of such definitive agreements, approval of the Company’s board of directors, and completion of due diligence by both parties.
The foregoing description of the term sheet is qualified by reference to the full text of such document which is filed as an exhibit to this report and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
On October 15, 2025, the Company received a letter from Theradex Systems, Inc. (“Theradex”), providing written notice of termination of the master agreement, dated November 1, 2018 (the “Master Agreement”), between Shuttle Pharmaceuticals, Inc. (the Company’s wholly-owned subsidiary) (“Shuttle”) and Theradex, and all work orders thereunder, and demanding immediate payment of all outstanding amounts owed thereunder in the aggregate amount of $1.091 million. Theradex is the Company’s primary third-party contract research organization (or CRO).
Pursuant to the Master Agreement, Shuttle engaged Theradex to provide certain regulatory and clinical research services (the “Services”), as further detailed in work orders thereunder. Theradex provided notice of its intent to terminate the Master Agreement pursuant to a provision thereunder permitting either party to terminate the Master Agreement upon the material breach of the other party, which breach continues for 30 days after delivery to the breaching party of notice of such material breach. Theradex states in the letter that if Shuttle fails to pay the outstanding amounts within 30 days of the date of the letter, Theradex will cease providing the Services under the Master Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Binding Term Sheet between the Company and Molecule | |
| 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: October 21, 2025 | ||
| By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | |
| Title: | Interim Chief Executive Officer | |
Exhibit 10.1
BINDING TERM SHEET
October 20, 2025
This Binding Term Sheet (this “Term Sheet”) sets forth our current proposal with regard to a business combination (the “Transaction”) between 1542770 BC Ltd., a Canadian limited liability company (“Molecule”) and Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle”). Molecule and Shuttle are each sometimes referred herein to as a “Party” and, collectively, as the “Parties”.
The Parties have undertaken negotiations regarding the Transaction, and those negotiations have progressed in good faith. In anticipation of the continued time and effort required to continue negotiations, finalize definitive agreements, and obtain the required consents to authorize the Transaction, and to reflect their commitment to undertake the foregoing and to consummate the Transaction, the Parties now seek to enter into this binding Term Sheet. Subject to the limitations set forth below, the Parties, intending to be legally bound hereby as provided herein, and each having received good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:
| Binding Nature: |
This Term Sheet sets forth the entire understanding and agreement between the Parties with respect to the proposed Transaction and supersedes and replaces in its entirety the Summary of Terms, dated as of October 9, 2025, by and between the Parties, as well as all prior or contemporaneous discussions, term sheets, letters of intent, understandings and agreements (whether written or oral) relating to the subject matter hereof. This Binding Term Sheet constitutes the complete and exclusive statement of the terms agreed upon by the Parties as of the date hereof, and no other agreements, representations, warranties or promises not expressly set forth herein shall be of any force or effect.
The Parties acknowledge that this Term Sheet contains the material business terms of the transaction described herein and that they will enter into one or more mutually satisfactory formal written agreements embodying the terms of this Term Sheet and effectuating the transactions contemplated by this Term Sheet (the “Definitive Agreements”).
The Parties acknowledge and agree that the Definitive Agreements will include terms and conditions that address matters not covered by this Term Sheet and terms and conditions that address in further detail the matters covered by this Term Sheet, together with additional customary terms and conditions regarding the transactions contemplated by this Term Sheet.
This Term Sheet is legally binding and enforceable on and against each Party, subject to the provisions herein, including the satisfactory completion of due diligence and legal structuring, the satisfaction or waiver of the execution conditions set forth herein, the execution of the Definitive Agreements, and the satisfaction or waiver of the closing conditions set forth herein and in the Definitive Agreements. The Parties agree to proceed in good faith toward executing Definitive Agreements consistent with the terms outlined herein.
|
| Form of Transaction: | The Transaction will be structured as a purchase of substantially all of the assets and liabilities of Molecule by Shuttle or its affiliate. In consideration, Molecule shall receive an aggregate purchase price of US$10,000,000, payable in a combination of cash and shares of common stock of Shuttle (which combination of cash and common stock is subject to Shuttle’s sole determination) over time and subject to the achievement of certain milestones to be agreed by the Parties in good faith. |
| Retention of Key Persons | Following the execution of Definitive Agreements, Shuttle intends to retain ZT Zhang to assist in post-Transaction transitioning and to incorporate Molecule’s relevant core applications. | |||
| Conditions to Execution of | ● | Satisfactory completion of due diligence by both Parties. | ||
| Definitive Agreements | ● | Satisfactory negotiation of the Definitive Agreements, including customary provisions for a transaction of this nature and as set forth herein. | ||
| ● | Approval of the proposed Transaction by the boards of directors (or equivalent) of each of Shuttle and Molecule. | |||
| ● | Accuracy of representations and warranties, including no requisite consents, orders or injunctions blocking the transaction. | |||
| Representations, Warranties and Covenants | The Definitive Agreements shall contain representations, warranties and covenants typical for a transaction of this nature. | |||
| Access to Information | Each Party and its directors, officers and agents shall afford, and cause their affiliates, officers, agents and representatives to afford, to the other Party and its representatives reasonable access to the properties, business, personnel (including outside accountants and lawyers), and financial, legal, accounting, tax and other data and information relating to such Party and its business as reasonably requested by the other Party and its representatives for the purposes of consummating the Transaction and facilitating the due diligence investigation. | |||
| Fees and Expenses: | Except as otherwise expressly agreed upon by the Parties, each Party shall be responsible for and bear all of its own costs and expenses incurred in connection with the proposed Transaction; provided, that if Definitive Agreements are properly executed during the Exclusivity Period, Shuttle shall bear all reasonable and documented legal, accounting and other professional fees and expenses incurred in connection with the negotiation and execution of this Term Sheet and the Definitive Agreements. | |||
| Exclusivity | In order to induce the other Party to enter into negotiations regarding the Transaction and in consideration of the resources the other Party is committing to the Transaction, each of Shuttle and Molecule agrees that, for a period of 90 days from the date of this Term Sheet (the “Exclusivity Period”), it shall not enter into or continue (nor permit any of its shareholders, equity holders, directors, officers, employees, agents, advisors, or representatives, to enter into or continue) negotiations or discussions with any third parties regarding the sale, purchase license or other disposition, of all or substantially all, of the equity or assets of a Party or line of business of a Party that is directly in competition with Molecule. The Exclusivity Period may be extended by mutual agreement of the Parties. Notwithstanding anything to the contrary in this section, Shuttle shall not be restricted from conducting its business in the ordinary course, including in engaging in discussions with other third Parties are not in direct competition with Molecule. | |||
| Termination: | This Term Sheet will terminate automatically and be of no further force and effect upon the earliest of (i) the execution and delivery by the Parties of the Definitive Agreements; (ii) notice of termination by either Party for material breach by the other Party of this Term Sheet (which must be confirmed by third party legal advisor report explaining the material breach), which breach, if curable, remains uncured for ten (10) days after written notice thereof furnished by the non-breaching Party to the breaching Party, (iii) by mutual agreement between the Parties, and (iii) by either Party if: the Transaction is not consummated by the end of the Exclusivity Period. The termination of this Term Sheet shall not affect any rights that either Party has with respect to any breach of this Term Sheet by the other Party prior to such termination. | |
| Public Disclosure: | The existence of this term sheet and the individual terms and conditions (other than the existence and terms of this confidentiality paragraph) are confidential and shall not be disclosed by either Party to anyone, except to its respective affiliates and its affiliates’ respective agents and/or staff members (whether employee or affiliates), directors, managers, members, managing members, legal, financial or other advisors, representatives (and each recipient of this teen sheet shall remain responsible for such person’s complying with this paragraph). Notwithstanding the foregoing, the Parties may, without liability, make any disclosure that is (a) required under any law or regulation (including, without limitation, rules and regulations of any court, governmental agency or other regulatory authority), (b) required or requested by, or necessary under the rules of, any court, any governmental agency or other regulatory authority (including, without limitation, any self-regulatory organization or any currency, stock or other exchange) or (c) required or appropriate in connection with any action, investigation or proceeding (including, without limitation, as part of any interrogatory, court order, subpoena, administrative proceeding, civil investigatory demand, in each case whether oral or written, or any other legal or regulatory process). | |
| General: | This Term Sheet supersedes any and all prior agreements, understandings or discussions (whether oral or in writing) between the Parties hereto pertaining to the subject matter hereof. Neither the expenditure of funds by either Party in reliance on this Term Sheet nor part performance of any provision of this Term Sheet by either Party shall alter the foregoing provisions of this paragraph. | |
| Liability: | Each Party will be liable for any damages for its willful and material breach of the Term Sheet or the Definitive Agreement. | |
| Governing Law: | This Term Sheet shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the conflicts of laws principles thereof. | |
| Counterparts: | This Term Sheet may be executed electronically and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[signature page follows]
Accepted and agreed as of the date set forth above:
| 1542770 BC Ltd. | Shuttle Pharmaceuticals Holdings, Inc. | |||
| By: | /s/ ZT Zhang | By: | /s/ Chris Cooper | |
| Name: | ZT Zhang | Name: | Chris Cooper | |
| Title: | CEO | Title: | CEO | |