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FORM10-Q (Mark One) For the quarterly period endedMarch 31,2025 OR ☐TRANSITION REPORTPURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number001-41488 SHUTTLE PHARMACEUTICALS HOLDINGS, INC. (Exact name of registrant as specified in its charter) 401 Professional Drive,Suite 260Gaithersburg,MD20879(Address of principal executive offices) (Zip Code) (240)403-4212(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Stock Market LLC Common Stock, par value $0.00001 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☐☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares outstanding of the registrant’s common stock on May 8, 2025 was10,984,291. Shuttle Pharmaceuticals Holdings, Inc. TABLE OF CONTENTS Part I. Financial InformationItem 1.Unaudited Condensed Consolidated Financial StatementsUnaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 20243Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 20244Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months endedMarch 31, 2025 and 20245Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 20246Notes to Unaudited Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risk30Item 4.Controls and Procedures30Part II. Other Information32Item 1.Legal Proceedings32Item 1A.Risk Factors32Item 2.Unregistered Sales of Equity Securities and Use of Proceeds32Item 3.Defaults Upon Senior Securities32Item 4.Mine Safety Disclosures32Item 5.Other Information32Item 6.Exhibits32Signatures33 Shuttle Pharmaceuticals Holdings, Inc.Condensed Consolidated Balance Sheets(Unaudited) Shuttle Pharmaceuticals Holdings, Inc.Condensed Consolidated Statements of Operations(Unaudited) Shuttle Pharmaceuticals Holdings, Inc.Condensed Consolidated Statements of Changes in Stockholders’ Equity(Unaudited) Shuttle Pharmaceuticals Holdings, Inc.Condensed Consolidated Statements of Cash Flows(Unaudited) Note 1 –Organization and Liquidity Organization and Line of Business Shuttle Pharmaceuticals Holdings, Inc. (“we,” “us,” “our,” or the “Company”) was originally formed as Shuttle Pharmaceuticals, LLCin the State of Maryland on December 18, 2012. On August 12, 2016, the Company filed articles of conversion with the State ofMaryland to convert from an LLC to a C corporation, at which time the Company changed its name to Shuttle Pharmaceuticals, Inc.(“Shuttle”). In connection with the conversion, the Company issued5,625,000shares of common stock in exchange for100% of theoutstanding membership interests in Shuttle prior to conversion. On June 4, 2018, Shuttle completed a reverse merger with ShuttlePharmaceuticals Holdings, Inc. (then known as Shuttle Pharma Acquisition Corp, Inc.), a Delaware corporation, pursuant to whichShuttle, our operating entity, became a wholly-owned subsidiary of the Company. Shuttle Diagnostics, Inc, a subsidiary of theCompany, was formed in the State of Maryland on November 14, 2023. The Company’s primary purpose is to develop and commercialize uniq




