Shuttle Pharmaceuticals Holdings, Inc. 8-K

What Happened
Shuttle Pharmaceuticals Holdings, Inc. announced a First Amendment to its Asset Purchase Agreement, effective December 23, 2025. As part of the Amendment and closing on that date, the Company issued 320,496 shares of its common stock to the seller as an accelerated payment of part of the First Installment Payment under the agreement.

Key Details

• Effective/closing date: December 23, 2025.
• Shares issued: 320,496 shares of Company common stock.
• Ownership impact: those shares represented 19.99% of the issued and outstanding common stock as of the Agreement closing.
• Share valuation: $1.76 per share (calculated under the Agreement).
• Payment terms: the share issuance satisfied part of the First Installment Payment; the remaining portion will be paid in cash per the Agreement.
• Parties: Shuttle Pharmaceuticals Holdings, Inc.; its wholly owned subsidiary 1563868 B.C. Ltd. (Purchaser); seller 1542770 BC Ltd.; and seller guarantor ZhiTian (Andy) Zhang.
• Filing notes: the Amendment is attached as Exhibit 10.1 (with certain schedules/exhibits omitted).

Why It Matters
The issuance represents a substantial equity transfer (nearly 20% of outstanding shares at closing), which can materially affect ownership percentages and potentially dilute existing shareholders. The Company used equity to satisfy part of a purchase payment, reducing immediate cash outlay while leaving a remaining cash obligation under the Agreement. Retail investors should note the change in share count/ownership and review the attached amendment for additional terms that may affect future obligations or governance.