Shuttle Pharmaceuticals Holdings, Inc. (SHPH): M&A transaction — Shuttle Pharma acquires AI drug discovery assets for up to $10M; $3M cash paid at close

Shuttle Pharmaceuticals Holdings, Inc.

Acquired substantially all assets of 1542770 BC Ltd. for total consideration up to $10M: $3M cash at close, $3M in 6 months, $2M in 1 year, plus up to $2M contingent milestone payments.
Seller may elect to receive future installments in cash or SHPH common stock, capped at 19.99% of outstanding shares without stockholder approval.
Milestone payments of $1M each require: (1) extension of AI platform for drug-target interaction within 3 months, (2) production of Agentic AI mode for automated drug discovery within 6 months.
Transaction closed November 20, 2025; Zhitian (Andy) Zhang remains as Key Consultant under non-compete and consulting agreements.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Shuttle Pharmaceuticals Holdings, Inc. completed an acquisition involving 1542770 BC Ltd. for aggregate consideration payable ... consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution (closed 2025-11-20).

Action: acquisition
Counterparty: 1542770 BC Ltd.
Consideration: aggregate consideration payable ... consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution
Closing: 2025-11-20

Exact text from the filing

by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred Liabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution equal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Shuttle Pharmaceuticals Holdings, Inc. entered into Asset Purchase Agreement with 1542770 BC Ltd. and Zhitian (Andy) Zhang valued at a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contr (effective 2025-11-20).

Action: entry
Agreement: asset purchase
Counterparty: 1542770 BC Ltd. and Zhitian (Andy) Zhang
Value: a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contr
Effective: 2025-11-20

Exact text from the filing

On November 20, 2025 (the “ Closing Date ”), Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “ Agreement ”) with 1563868 B.C. Ltd., a Canadian limited corporation and the Company’s wholly owned subsidiary (“ Purchaser ”), 1542770 BC Ltd., a Canadian limited corporation (“ Seller ”) and Zhitian (Andy) Zhang, an individual residing in Vancouver, Canada (“ Seller Guarantor ”). Pursuant to the terms and conditions of the Agreement, the Seller sold the Purchaser all of its rights, title and interest in and to substantially all of the assets (collectively, the “ Transferred Assets “) and liabilities (the “ Transferred Liabilities ”) of the Seller. The closing of the transactions contemplated under the Agreement were consummated on the Closing Date. The aggregate consideration payable by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred Liabilities consists of: (a) a one-time cash c

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Shuttle Pharmaceuticals Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-025082

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