NASDAQ: SHPH

The
broader competitive landscape in the AI ecosystem, especially AI-driven drug discovery, is rapidly advancing toward agentic AI systems
and more integrated, end-to-end platforms. To stay at the front of this shift, Molecule.ai is expanding its molecule predictive capabilities,
and automated multi-tool workflows. These expansions are designed in accordance with the agentic framework and multi-tool reasoning to
further strengthen the platform. A new module will evaluate chemical–protein interaction likelihoods, which will help researchers
estimate how molecules may interact with specific biological targets. Molecule.ai is adding biological context reasoning supported by
curated genomic and disease-association evidence, which helps tie together chemical ideas with the biological systems they may ultimately
affect. The platform will increasingly support insights that connect chemical properties with biological implications, which creates
a more complete, end-to-end picture for early research teams. Molecule.ai is also developing an autonomous AI agent designed to reduce
manual workload and accelerate early research cycles, which will interpret a discovery objective, plan a series of actions, route each
step to the appropriate tools, evaluate preliminary outputs and iterate until a stable result is achieved.

The
Molecule.ai platform adheres to strict engineering standards, including reproducibility, traceability, extensibility, scalability and
interoperability, which align with modern AI infrastructure expectations for regulated biomedical environments. Molecule.ai aims to become
the foundational AI layer for molecular and biological reasoning in pharmaceutical research and development. By integrating property
prediction, biological context, multi-step reasoning and agentic automation, the platform seeks to accelerate early discovery while maintaining
scientific reliability and operational transparency.

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We
are still evaluating additional business impacts from the discontinuance of the Clinical Trials and the acquisition of Molecule.ai, all
of which could materially affect our plans and financial position.

Corporate
Information

The
Company was formed as a limited liability company in the state of Maryland in December 2012 and was converted to a C corporation in August
2016. In June 2018, we completed a share exchange with Shuttle Pharma Acquisition Corp. Inc. (“Acquisition Corp.”), pursuant
to which Shuttle Pharmaceuticals, Inc. became a subsidiary of Acquisition Corp. and we subsequently changed the name of Acquisition Corp.
to Shuttle Pharmaceuticals Holdings, Inc.

Intellectual
Property

We
have invested significant amounts of funds in research and development of Ropidoxuridine. Our research and development expenses
before contract reimbursements related to Ropidoxuridine were $4,054,831 and $3,618,796 for the fiscal years ended December 31, 2025
and 2024 respectively, without receiving any reimbursements.

We
are seeking multifaceted protection for our intellectual property that includes licenses, confidentiality and non-disclosure agreements,
copyrights, patents, trademarks and common law rights, such as trade secrets. We enter into confidentiality and proprietary rights agreements
with our employees, consultants, collaborators, subcontractors and other third parties and generally control access to our documentation
and proprietary information.

On
November 20, 2025, the Company committed to a plan to wind-down its clinical trials of Ropidoxuridine (the “Clinical Trials”),
our lead product candidate.

Employees

As
of the date of this Annual Report, we have two full-time employees. We consider our relationship with our employees to be good.

Nasdaq
Deficiency and Reverse Stock Splits

Our
common stock currently is listed for quotation on the Nasdaq Capital Market (the “Nasdaq”). We are required to meet
Nasdaq listing rules in order to maintain such listing, including a requirement that the Company maintain stockholders’ equity
of at least $2.5 million. On September 10, 2024, we received a letter from the Nasdaq Listing Qualifications Staff (the
“Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in
compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq
Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2.5 million. Our plan to
regain compliance was accepted by Nasdaq and we were granted an extra 180-days, or until March 10, 2025, to regain compliance.

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On
December 31, 2024, the Company received a letter from Nasdaq Staff stating that for the 30 consecutive business day period between
November 15, 2024 to December 30, 2024 the Company’s common stock had failed to maintain a minimum closing bid price of $1.00 per
share, as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until
June 30, 2025, to regain compliance with the Minimum Bid Price Requirement. To regain
compliance, the closing bid price of the Company’s common stock must have met or exceed $1.00 per share for a minimum of 10 consecutive
trading days.

Following
the March 2025 $5.75 million equity financing, on March 14, 2025, Nasdaq acknowledged that we had regained compliance with the Listing
Rule 5550(b)(1) but indicated that if we failed to evidence compliance upon filing the March 31, 2025 Form 10-Q, we may have been be
subject to delisting.

On
June 16, 2025, in order to maintain the Minimum Bid Price Requirement, we effectuated a 1-for-25 reverse stock split of our issued
and outstanding common stock, rounding up to account for any fractional shares. The reverse stock split had no effect on our authorized
shares of common stock or preferred stock and the par value will remain unchanged at $0.00001, respectively. All common stock share,
option, warrant and per share amounts (except our authorized but unissued shares and previously reserved shares) have been retroactively
adjusted in these unaudited condensed consolidated financial statements and related disclosures. We evidenced compliance through maintaining a minimum closing bid price of our common stock of $1.00 per share or
greater from June 16, 2025 to July 1, 2025. Accordingly, we regained compliance with Listing Rule 5550(a)(2).

On
July 2, 2025, we received notification from Nasdaq acknowledging that we maintained the requisite minimum closing bid price of our common
stock of $1.00 per share or greater. Accordingly, we regained compliance with Listing Rule 5550(a)(2), and the matter was closed.

For
the year ended December 31, 2025, we reported stockholders’ equity of $2,254,446, and, as a result, were not in compliance
with the Stockholders’ Equity Requirement. We believe, as of March 9, 2026, we regained compliance with the
Stockholders’ Equity Requirement based upon our underwritten public offering of 2,238,800 shares of our common stock at a
public offering price of $0.50 per share, resulting in gross proceeds of $3,500,000 and net proceeds of approximately $3,360,000
after deducting underwriting discounts, commissions, and estimated offering expenses of $140,000. The offering included 4,761,000
pre-funded warrants at a price of $0.499 per warrant, each exercisable for one share of common stock at a nominal exercise price of
$0.001 per share.

Implications
of Being an Emerging Growth and Smaller Reporting Company

We
qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of relief
from certain reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include:

●reduced
obligations with respect to financial data;

●an
exception from compliance with the auditor attestation requirements of Section 404(b) of
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

●reduced
disclosure about our executive compensation arrangements in our periodic reports, proxy statements
and registration statements; and

●exemptions
from the requirements of holding non-binding advisory votes on executive compensation or
golden parachute arrangements.

We
may take advantage of these provisions for up to five years or such earlier time that we no longer qualify as an emerging growth company.
We would cease to be an emerging growth company upon the earliest of:

●the
last day of the fiscal year on which we have $1.235 billion or more in annual revenue,

●the
date on which we become a “large accelerated filer” (i.e., as of our fiscal year
end, the total market value of our common equity securities held by non-affiliates is $700
million or more as of June 30),

●the
date on which we issue more than $1.0 billion of non-convertible debt over a three-year period,
or

●the
last day of our fiscal year following the fifth anniversary of the date of the completion
of our IPO.

We
may choose to take advantage of some but not all of these reduced reporting burdens.

In
addition, under the JOBS Act, emerging growth companies can take advantage of an extended transition period and delay adopting new or
revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition
period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards
is required for private companies. If we were to subsequently elect instead to comply with public company effective dates, such election
would be irrevocable pursuant to the JOBS Act.

Also,
we are a “smaller reporting company” and may continue to qualify as such even after we no
longer qualify as an emerging growth company. For as long as we qualify as a “smaller reporting company,” we may provide
reduced disclosure in the public filings that we make with the SEC than larger public companies, such as the inclusion of only two years
of audited financial statements and only two years of management’s discussion and analysis of financial condition and results of
operations disclosure.

As
a result of qualifying as an emerging growth company and a smaller reporting company, to the extent we take advantage of the allowable
reduced reporting burdens, the information that we provide to our stockholders may be different than what you might receive from other
public reporting companies in which you hold equity interests.

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