Shuttle Pharmaceuticals Holdings, Inc. Commitments Disclosure

Note 9 – Commitments and Contingencies

 

On April 3, 2025, the Company, entered into a consulting agreement with the IR Agency LLC (the “IR Agency”). Pursuant to the consulting agreement, IR Agency agreed to provide certain marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating personnel profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the services, the Company paid the IR Agency $2.0 million on April 5, 2025. The term of the consulting agreement was for three months starting on April 3, 2025.

 

 

On September 15, 2025, the Company, entered into another consulting agreement with the IR Agency to continue the services contracted for in April 2025. As consideration for the performance of the services, the Company paid the IR Agency $1.5 million. The term of the consulting agreement was for two months. For the year ended December 31, 2025, the Company incurred $3.5 million of costs under the two consulting agreements with the IR Agency.

 

On December 16, 2024, the Company entered into a sponsored research agreement (the “Sponsored Research Agreement”) with the Regents of the University of California, on behalf of its San Francisco campus (the “UCSF”), pursuant to which UCSF’s employees will conduct research on a project entitled “Investigation of 18F-fluorodeboronation method for PSMA targeting ligand radiolabeling and evaluation in prostate cancer models” (the “Research Program”). Under the terms of the Sponsored Research Agreement, the Company will bear the total cost of $0.3 million of the Research Program and has an exclusive license to the intellectual property underlying the research. This Sponsored Research Agreement will be effective for a period of one year and may be extended by written mutual consent of the parties. In December 2025, the Sponsored Research Agreement was extended until June 30, 2026. During the year ended December 31, 2025, the Company made prepayments of $0.2 million, respectively, and amortized $0.2 million, respectively, of costs under the Sponsored Research Agreement.

 

In January 2025, the Company entered into a change order to its existing agreement with Theradex Systems, Inc., the Company’s primary third-party CRO, for purposes of supporting the Company’s clinical trials of Ropidoxuridine. Following the change order, the Company’s total cost limit increased by $3.0 million, for an aggregate of $5.3 million. On October 15, 2025, the Company received a letter from Theradex Systems, Inc., providing written notice of termination of the master agreement, dated November 1, 2018 (the “Master Agreement”), between the Company and Theradex, and all work orders thereunder, and demanding immediate payment of all outstanding amounts owed thereunder in the aggregate amount of $1.1 million. Pursuant to the notice of termination, on November 20, 2025, the Company entered into a release and settlement agreement (the “Settlement Agreement”) with Theradex, pursuant to which the Company paid a partial payment of $0.3 million to Theradex as full and final payment of any and all claims relating to the debt or obligation previously owed by the Company to Theradex, totalling approximately $0.6 million (the “Outstanding Liabilities”) and in consideration of such payment, each party released, acquitted and discharged each other from all claims arising from the Outstanding Liabilities and Theradex properly winded down operations in a manner compliant with the Food and Drug Administration. After the payments pursuant to the Settlement Agreement, the Company still owes amounts, under five separate research site agreements between the Company and various hospitals, as disclosed in the Settlement Agreement. As part of the Company’s wind down of its Clinical Trials, the Company has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These include right of use asset impairment charges, accelerated expense recognition of share-based payments, and contract termination costs. Costs associated with the wind down of the Clinical Trials are recorded within research and development expenses in the consolidated financial statement of operations. The Company currently estimates wind down costs associated with Theradex contract termination to be approximately $0.8 million and is recorded within accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2025, and within research and development expenses on the consolidated statements of operations for the year ended December 31, 2025.

 

In March 2025, the Company entered into a consulting services agreement (the “Consulting Agreement”) with Bowery Consulting Group Inc. (the “Consultant”). According to the Consulting Agreement, the Consultant will provide consulting services in connection with the Company’s business, advising on viability of plans for scaling activities, growth and capital raising strategies, and costs minimization associated with technological platform improvements and marketing spend. On September 8, 2025, the managing partner of the Consultant was appointed to the Company’s board of Directors. As a result, the Consultant became a related party effective as of that date. The Company agreed to pay the Consultant $0.3 million for their services, of which the Company recognized expense of $0.3 million during the year ended December 31, 2025 related to the Consulting Agreement.

 

 

On November 10, 2021, the Company entered into an engagement agreement (“EA”) with Boustead designating Boustead as its exclusive financial advisor for corporate finance activities and subsequently, on August 29, 2022, the Company entered into an underwriting agreement with Boustead in conjunction with the Company’s IPO. The EA contained an up to three year right of first refusal (“ROFR’) and the Underwriting Agreement, which overrode conflicting terms in the EA, contained a two year ROFR following the September 2, 2022 closing of the Company’s IPO. Further, Boustead also had a ROFR in conjunction with the Company’s terminated rights offering, which provided Boutead with a ROFR through February 7, 2025. Following the Company’s engagement agreement and underwriting agreement with WestPark Capital dated February 10, 2025 and March 13, 2025, respectively, Boustead asserted it has ROFR rights, demanding termination of WestPark’s engagement and claiming entitlement to compensation under the Boustead EA. As of the reporting date, there are no conditions indicating a loss has been incurred, nor does the Company believe a loss is probable and reasonably estimable, therefore no accrual for a potential loss has been recorded.

 

The Company is, from time to time, involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company nor any of its subsidiaries is a party to any such legal proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.