📄 What This Document Is

This is a PRE 14A, a preliminary proxy statement. It's a formal document sent to shareholders ahead of a company's annual meeting. Its job is to explain what will be voted on and provide the information shareholders need to make informed decisions.

👉 Why it matters: You can't vote without knowing what you're voting for. This document is the "voter's guide" for Shuttle Pharma's upcoming meeting. It's preliminary, meaning it might have minor changes before the final version is sent.

🏢 What The Company Does

Shuttle Pharmaceuticals Holdings, Inc. (SHPH) is a clinical-stage biopharmaceutical company.

👉 In simple terms, they are a research and development (R&D) shop focused on creating new cancer drugs. They are in the early, pre-revenue phase typical of biotech startups, meaning they are spending money on research but not yet selling any products. Their lead candidate is a drug called SHP-607, which is being developed to treat prostate cancer. They are traded on the Nasdaq under the ticker SHPH.

🗓️ The Meeting & Your Vote

What: 2026 Annual Meeting of Stockholders
When: Thursday, May 21, 2026, at 12:00 PM Eastern Time
Where: Virtual Only at www.virtualshareholdermeeting.com/SHPH2026
Record Date: March 25, 2026 (You must own shares by this date to vote).
How to Vote: By internet, phone, mail, or during the virtual meeting.

⚖️ The 5 Key Proposals to Vote On

The Board recommends you vote FOR all of them.

Proposal 1: Elect 5 Directors. Vote for the five nominees to serve until 2027. (Christopher Cooper, Adam Chambers, George Scorsis, Oleh Nabyt, Angel Liriano).
Proposal 2: Ratify the Auditor. Confirm the selection of Forvis Mazars, LLP as the independent accounting firm for 2026. They were paid $821,751 for audit work in 2025.
Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay"). A non-binding vote to approve the compensation of the top executives.
Proposal 4: Authorize a Reverse Stock Split. This is the most significant proposal. It asks for permission to potentially execute a reverse split of the common stock at a ratio ranging from 1-for-2 up to 1-for-150. The Board would decide the exact ratio and timing later.
Proposal 5: Approve Possible Adjournment. Allows the meeting to be postponed if there aren't enough votes for the other proposals, giving more time for shareholders to vote.

🔙 Understanding the Reverse Stock Split (Proposal 4)

This is a major move. Here’s the breakdown:

Why They Need It: The company's stock price is likely very low. Nasdaq requires a minimum $1.00 per share bid price for continued listing. A reverse split reduces the number of shares you own, which mathematically increases the price per share, aiming to meet this requirement.
The Power They Want: They aren't asking to do one specific split. They want a "blank check" authorization to do one or more splits at any ratio between 1-for-2 and 1-for-150, whenever the Board decides it's needed. This gives them maximum flexibility to react to market conditions.
Why It Matters: While often seen as a red flag (it doesn't change the company's underlying value), regaining and maintaining a Nasdaq listing is crucial for investor confidence, liquidity, and institutional investment. The Board believes this tool is essential to "weathering the current uncertain market conditions."

👥 Board & Leadership Update

The company has a new leadership team in place:

Interim CEO: Christopher Cooper (appointed March 2025). His background is in finance and management across telecom, tech, and energy—notably not in pharmaceuticals.
Chairman: George Scorsis (since Feb 2025), with a background in regulated industries like cannabis and energy drinks.
New CFO: Yuying Liang, CPA (appointed Jan 2026), who serves as CFO for multiple public companies.
Board Changes: Several new independent directors (Scorsis, Nabyt, Chambers, Liriano) joined in 2025, changing the board's composition.

💸 Executive Compensation Snapshot

Compensation is being voted on, but the details show a transition year:

Interim CEO Christopher Cooper was paid $193,549 in salary for 2025 under a consulting agreement ($20k/month).
Former CEO Anatoly Dritschilo (resigned June 2025) received $334,166 total, including salary and stock awards.
Other former executives (CFO, COO) also received salaries and stock awards before their departures in 2025.
Director Pay: Independent directors earn $25,000 cash and $100,000 in RSUs annually. The Chairman gets an extra $8,000.

💰 Financial Position & Recent Moves

Status: As a clinical-stage company, Shuttle Pharma is pre-revenue and cash-burning. Their survival depends on raising money to fund operations and clinical trials.
Recent Fundraising: They completed a $12.5 million public offering (SPO) in December 2024 and have an At-The-Market (ATM) offering facility to sell up to $6 million in stock.
Related Party Transactions: The company has had recent financial dealings with former executives, including loans and convertible notes. Most of these appear to have been settled by the end of 2025.
Auditor Fees: $821,751 was paid to Forvis Mazars for audit services in 2025, up from $676,081 in 2024.

🧠 The Analogy

Think of this proxy statement like a critical "save point" in a challenging video game. The company (your character) is in a tough level (development stage with no revenue) and is low on health (stock price is near $1). The board is asking for power-ups (reverse split authority) to restore health (meet Nasdaq's $1 minimum) and is introducing new party members (new directors, CEO, CFO) to help navigate the next, even harder boss battle (Phase 2 clinical trials and future fundraising). Your vote decides if they get these tools.

🧩 Final Takeaway

This is a crucial moment for Shuttle Pharma. The central ask is for the flexibility to execute a large reverse stock split to save its Nasdaq listing. Combined with a nearly entirely new leadership team and ongoing need to fund expensive clinical trials, shareholders must decide if they have confidence in this new direction. The company's future hinges on successful fundraising and clinical trial results.

SHPH Seeks Reverse Stock Split to Maintain Nasdaq Listing