Business Context and Reporting Period
Company: Shuttle Pharmaceuticals Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 16, 2024
Reporting Period: Event-based filing regarding a specific agreement entered on December 16, 2024.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or margins). The only specific financial metric disclosed is the cost associated with a new research agreement:
- Research Program Cost: $291,607 (Total cost to be borne by the Company).
Material Changes and Agreements
The Company entered into a Sponsored Research Agreement with the Regents of the University of California (UCSF) on behalf of its San Francisco campus. Key terms include:
- Research Focus: Investigation of an 18F-fluorodeboronation method for PSMA targeting ligand radiolabeling and evaluation in prostate cancer models.
- Principal Investigator: Dr. Robert Flavell (UCSF employee).
- Intellectual Property: The Company holds an exclusive license to underlying IP (US 63/559,606). UCSF must disclose new inventions to the Company.
- Licensing Rights: The Company receives a non-exclusive, royalty-free license for internal research and a time-limited first option to negotiate a royalty-bearing commercial license for new inventions.
- Term: One year, extendable by mutual written consent.
Outlook, Risks, and Management Commentary
Management Commentary: The agreement was publicly disclosed via a press release on December 19, 2024. The Company is obligated to notify UCSF within 60 days of disclosure if it wishes to secure a commercial license, with 90 days to conclude the agreement thereafter.
Risks and Contingencies:
- If the Company does not conclude a license or option agreement within the specified 90-day window, UCSF will have no further obligations to the Company regarding the option.
- Ownership of new inventions vests in the party to whom the inventor has an obligation of assignment, subject to U.S. patent law and UCSF's obligations to the U.S. government.
Investor Verification Checklist
- Verify the total committed cost of $291,607 against the Company's current cash position and liquidity.
- Review the full text of the Sponsored Research Agreement (Exhibit 10.1) for redacted terms regarding royalty rates or specific milestones.
- Monitor the 60-day deadline for the Company to elect a commercial license for any new inventions arising from the research.
- Confirm the status of the existing exclusive license (US 63/559,606) and its relevance to the Company's broader pipeline.