Shuttle Pharmaceuticals believes $2.5 million private placement restored Nasdaq equity compliance

Shuttle Pharmaceuticals Holdings, Inc. (Nasdaq: SHPH) said on November 17, 2025 that it did not meet Nasdaq's minimum stockholders' equity requirement, and that it believes it has since regained compliance. The company reported stockholders' equity of $1,394,161 in its quarterly report for the period ended September 30, 2025. It says a private placement that closed on November 4, 2025 brought in about $2.5 million in gross proceeds. The disclosure came in a Form 8-K under Item 3.01, the item for a notice of delisting or failure to satisfy a continued listing rule.

What the filing says

Shuttle reported stockholders' equity of $1,394,161 in its Form 10-Q for the fiscal quarter ended September 30, 2025. As a result, the company says it was not in compliance with Nasdaq Listing Rule 5550(b)(1). That rule requires companies listed on the Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. The filing calls this the Stockholders' Equity Requirement.

Stockholders' equity is the amount left on a company's balance sheet after liabilities are subtracted from assets. A company that falls below the Nasdaq minimum has a listing deficiency.

The private placement

Shuttle says it believes that, as of the date of the 8-K, it has regained compliance. The basis is the private placement it consummated on November 4, 2025. In that placement, the company says, it raised aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and offering expenses payable by the company.

The compliance claim is the company's own belief. The 8-K says the $2.5 million is stated before placement agent fees and offering expenses, so the net amount the company keeps is lower. According to the filing, the Nasdaq Listing Qualifications staff will continue to monitor Shuttle's compliance with the requirement. If the company does not evidence compliance with Listing Rule 5550(b)(1) at the time of its next periodic report, it may be subject to delisting.

About Shuttle Pharmaceuticals

In its annual report on Form 10-K, filed February 26, 2025, Shuttle describes itself as a clinical stage pharmaceutical company developing novel therapies designed to cure cancers. It says its goal is to extend the benefits of cancer treatments with surgery, radiation therapy, chemotherapy and immunotherapy. The 10-K says Shuttle Pharmaceuticals Holdings, Inc. is a Delaware holding company. Drug discovery and development take place in its wholly owned subsidiary Shuttle Pharmaceuticals, Inc., a Maryland company, and diagnostics work takes place in another wholly owned Maryland subsidiary, Shuttle Diagnostics, Inc.

Its product candidates include Ropidoxuridine, a Phase II clinical-stage radiation sensitizer, and a platform of HDAC inhibitors named SP-1-161, SP-2-225 and SP-1-303. The pipeline also includes two preclinical, prostate cancer-oriented diagnostics assets, the PC-RAD Test and the PSMA-B ligand.

The 10-K says Shuttle submitted an Investigational New Drug application with the U.S. Food and Drug Administration in December 2023 for Ropidoxuridine. In January 2024 it received a "Safe to Proceed" letter for a Phase II study in patients with newly diagnosed IDH-wildtype glioblastoma with unmethylated MGMT promoter. The company also says it has received FDA Orphan designation for Ropidoxuridine and radiation therapy for treating brain cancer.

Going concern doubt

The 10-K filed in February 2025 shows how thin the company's footing was before the placement. Shuttle says it incurred losses since inception and had a net loss of approximately $9.1 million and no revenues for the year ended December 31, 2024, with working capital of approximately $0.7 million as of December 31, 2024. It states that these conditions raise substantial doubt about its ability to continue as a going concern within one year after the financial statements were issued.

The 10-K says the company's ability to continue depends on raising additional equity or debt financing. A $2.5 million gross placement, before agent fees and expenses, is small against a net loss of that size. The 8-K does not name the placement agent, the investors, the price or the securities issued. Christopher Cooper, Interim Chief Executive Officer, signed the November 17, 2025 report.

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