Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-41488

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		82-5089826
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

401 Professional Drive, Suite 260

Gaithersburg, MD 20879

(Address of principal executive offices) (Zip Code)

(240) 403-4212

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		SHPH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock on November 13, 2023 was 15,999,125.

Shuttle Pharmaceuticals Holdings, Inc.

Form 10-Q

For the Quarterly Period Ended September 30, 2023

TABLE OF CONTENTS

		Page No.

	PART I. Financial Information

Item 1.	Unaudited Condensed Consolidated Financial Statements	3

	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	3

	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2023 and 2022	4

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022	5

	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

	PART II. Other Information

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

	Signatures	25

PART I. Financial Information

Item 1. Unaudited Condensed Consolidated Financial Statements

Shuttle Pharmaceuticals Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	3,885,997		$	8,417,203
Prepaid expenses		170,104			161,148
Marketable securities		2,920,592			-
Accrued interest income		12,435			-
Other assets		6,480			-
Total Current Assets		6,995,608			8,578,351

Property and equipment, net		26,810			12,592
Other assets		-			6,480
Operating lease right-of-use asset		353,400			56,122
Total Assets	$	7,375,818		$	8,653,545

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	180,000		$	116,745
Accounts payable and accrued expenses related party		-			12,500
Accounts payable and accrued expenses		-			12,500
Accrued interest payable		106,578			-
Accrued interest payable - related parties		-			98,135
Accrued interest payable		-			98,135
Notes payable to related parties		-			685,473
Convertible notes payable, net		462,825			-
Operating lease liability		61,034			62,823
Total Current Liabilities		810,437			975,676

Convertible notes payable non-current, net		134,382			-
Derivative liabilities		512,825			-
Operating lease liability non-current		308,425			-
Total Liabilities		1,766,069			975,676

Stockholders’ Equity
Series A Convertible Preferred Stock, $0.00001 par value; $1,000 per share liquidation value; 20,000,000 shares authorized; no shares outstanding		-			-
Common stock, $0.00001 par value; 100,000,000 shares authorized; 15,999,125 and 13,603,129 shares issued and outstanding, respectively		160			136
Additional paid in capital		19,456,701			16,572,622
Accumulated deficit		(13,847,112	)		(8,894,889	)
Total Stockholders’ Equity		5,609,749			7,677,869
Total Liabilities and Stockholders’ Equity	$	7,375,818		$	8,653,545

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Shuttle Pharmaceuticals Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022

Revenue	$	-		$	-		$	-		$	-

Operating expenses
Research and development, net of contract expense reimbursements		1,140,307			669,038			3,084,488			1,048,821
General and administrative		170,423			81,864			452,342			104,711
Legal and professional		288,416			70,566			1,072,728			659,958
Total operating expenses		1,599,146			821,468			4,609,558			1,813,490

Loss from operations		(1,599,146	)		(821,468	)		(4,609,558	)		(1,813,490	)

Other income (expense)
Interest expense - related parties		-			(13,725	)		(6,825	)		(39,108	)
Interest expense		(623,465	)		(604,716	)		(1,952,147	)		(920,660	)
Interest income		20,765			-			56,720			-
Finance fee		-			-			(104,245	)		-
Change in fair value of derivative liabilities		442,900			112,797			2,118,175			94,025
Gain on sale of marketable securities		-			-			1,744			-
Change in fair value of marketable securities		9,606			-			21,134			-
Loss on settlement of convertible debt		(43,414	)		-			(477,221	)		-
Gain on settlement of accounts payable		-			328,687			-			328,687
Gain on forgiveness of Paycheck Protection Program note payable		-			-			-			73,007
Total other income (expense)		(193,608	)		(176,957	)		(342,665	)		(464,049	)

Loss before income taxes		(1,775,254	)		(998,425	)		(4,952,223	)		(2,277,539	)
Provision for income taxes		-			-			-			-
Net loss	$	(1,792,754	)	$	(998,425	)	$	(4,952,223	)	$	(2,277,539	)

Dividend on Series A Preferred Stock		-			(19,473	)		-			(71,009	)
Net loss attributable to common stockholders	$	(1,792,754	)	$	(1,017,898	)	$	(4,952,223	)	$	(2,348,548	)

Weighted average common shares outstanding - basic and diluted		15,744,210			10,164,979			14,554,878			9,723,510
Net loss per shares - basic and diluted	$	(0.11	)	$	(0.10	)	$	(0.34	)	$	(0.23	)
Net loss per shares - basic	$	(0.11	)	$	(0.10	)	$	(0.34	)	$	(0.23	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Shuttle Pharmaceuticals Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

For the Three and Nine Months Ended September 30, 2023

	Shares		Amount		Shares		Amount		Capital			be Issued		Deficit			Equity
	Series A Preferred Stock				Common Stock				Additional Paid in			Common Stock to		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			be Issued		Deficit			Equity

Balance - December 31, 2022		-	$	-		13,603,129	$	136	$	16,572,622		$	-	$	(8,894,889	)	$	7,677,869

Warrants issued for financing costs		-		-		-		-		99,543			-		-			99,543
Financing fees allocated to warrants		-		-		-		-		(8,727	)		-		-			(8,727	)
Common stock issued for conversion of accrued interest and principal		-		-		50,998		1		104,546			-		-			104,547
Stock-based compensation		-		-		-		-		8,333			-		-			8,333
Net loss		-		-		-		-		-			-		(975,097	)		(975,097	)
Balance - March 31, 2023		-		-		13,654,127		137		16,776,317			-		(9,869,986	)		6,906,468

Common stock issued for conversion of accrued interest and principal		-		-		1,827,911		18		2,163,974			-		-			2,163,992
Stock-based compensation		-		-		-		-		49,522			-		-			49,522
Net loss		-		-		-		-		-			-		(2,184,372	)		(2,184,372	)
Balance - June 30,2023		-	$	-		15,482,038	$	155	$	18,989,813		$	-	$	(12,054,358	)	$	6,935,610

Common stock issued for conversion of convertible debt		-		-		502,087		5		429,305			-		-			429,310
Common stock issued for restricted stock units		-		-		15,000		-		-			-		-			-
Stock based compensation		-		-		-		-		37,583			-		-			37,583
Net loss		-		-		-		-		-			-		(1,792,754	)		(1,792,754	)
Balance - September 30, 2023		-	$	-		15,999,125	$	160	$	19,456,701		$	-	$	(13,847,112	)	$	5,609,749

For the Three and Nine Months Ended September 30, 2022

	Series A Preferred Stock					Common Stock				Additional Paid in		Common Stock to			Accumulated			Total Stockholders’ Equity
	Shares			Amount		Shares		Amount		Capital		be Issued			Deficit			(Deficit)

Balance - December 31, 2021		1,213		$	-		9,312,152	$	93	$	4,150,867	$	16,340		$	(5,795,432	)	$	(1,628,132	)

Warrants issued for financing costs		-			-		-		-		319,643		-			-			319,643
Common stock issued for conversion of accrued interest		-			-		839		-		16,340		(16,340	)		-			-
Common stock issued for restricted stock units		-			-		5,104		-		-		-			-			-
Stock-based compensation		-			-		-		-		166,533		-			-			166,533
Dividends on Series A preferred stock		-			-		-		-		-		-			(25,768	)		(25,768	)
Net loss		-			-		-		-		-		-			(681,839	)		(681,839	)
Balance - March 31, 2022		1,213			-		9,318,095		93		4,653,383		-			(6,503,039	)		(1,849,563	)

Common stock issued for restricted stock units		-			-		5,104		-		-		-			-			-
Stock-based compensation		-			-		-		-		166,533		-			-			166,533
Dividends on Series A preferred stock		-			-		-		-		-		-			(25,768	)		(25,768	)
Net loss		-			-		-		-		-		-			(597,275	)		(597,275	)
Balance - June 30, 2022		1,213		$	-		9,323,199	$	93	$	4,819,916	$	-		$	(7,126,082	)	$	(2,306,073	)
Balance		1,213		$	-		9,323,199	$	93	$	4,819,916	$	-		$	(7,126,082	)	$	(2,306,073	)

Common stock issued for cash		-			-		1,409,771		14		10,031,401		-			-			10,031,415
Warrants exercised for cash		-			-		1,409,771		14		14,084		-			-			14,098
Warrants issued for financing costs		-			-		-		-		92,598		-			-			92,598
Common stock issued for conversion of convertible debt		-			-		147,500		1		588,523		-			-			588,524
Common stock issued for exercise of warrants with settlement of notes payable		-			-		857,780		9		576,467		-			-			576,476
Common stock issued for restricted stock units		-			-		1,045		-		-		-			-			-
Stock-based compensation		-			-		-		-		23,667		-			-			23,667
Dividends on Series A preferred stock		-			-		-		-		-		-			(19,473	)		(19,473	)
Common shares issued for dividends on and conversion of Series A preferred stock		(1,213	)		-		437,327		5		402,064		-			-			402,069
Net loss		-			-		-		-		-		-			(998,425	)		(998,425	)
Balance - September 30, 2022		-		$	-		13,586,393	$	136	$	16,548,719	$	-		$	(8,143,980	)	$	8,404,875
Balance		-		$	-		13,586,393	$	136	$	16,548,719	$	-		$	(8,143,980	)	$	8,404,875

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Shuttle Pharmaceuticals Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2023			2022
	Nine Months Ended
	September 30,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,952,223	)	$	(2,277,539	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		4,828			4,484
Change in fair value of derivative liabilities		(2,118,175	)		(94,025	)
Amortization of debt discount and finance fees		1,654,724			885,505
Gain on marketable securities		(1,744	)		-
Change in fair value of marketable securities		(21,134	)		-
Accrued interest settled with common stock		294,927			-
Loss on settlement of convertible debt		477,221			-
Gain on settlement of accounts payable		-			(328,687	)
Gain on forgiveness of Paycheck Protection Program note payable		-			(73,007	)
Gain on interest relief on conversion of notes payable		-			12,625
Stock-based compensation		95,438			356,733
Changes in operating assets and liabilities:
Accrued interest income		(12,435	)		-
Contracts receivable		-			(5,954	)
Prepaid expenses		(8,956	)		(158,276	)
Operating lease right of use asset		-			-
Accounts payable and accrued expenses		63,255			(392,473	)
Accounts payable and accrued expenses - related parties		(12,500	)		-
Accrued interest payable		106,578			5,727
Accrued interest payable - related parties		(98,135	)		38,286
Change in operating lease asset and liability		9,358			(3,986	)
Net cash used in operating activities		(4,518,973	)		(2,030,587	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in marketable securities		(2,977,714	)		-
Proceeds from disposition of marketable securities		80,000			-
Purchase of equipment		(19,046	)		-
Net cash used in investing activities		(2,916,760	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares and exercise of warrants		-			10,045,513
Proceeds from note payable-related party		-			50,000
Repayment of note payable-related party		(685,473	)		(50,000	)
Proceeds from convertible notes payable and warrants		3,935,000			600,715
Payment for finance costs related to convertible note payable		(345,000	)		-
Net cash provided by financing activities		2,904,527			10,646,228

Net change in cash and cash equivalents		(4,531,206	)		8,615,641
Cash and cash equivalents, beginning of period		8,417,203			504,749
Cash and cash equivalents, end of period	$	3,885,997		$	9,120,390

Cash paid for:
Interest	$	102,373		$	17,489
Income taxes	$	-		$	-

Supplemental non-cash financing activities:
Common stock issued for conversion of accrued interest	$	-		$	16,340
Common stock issued for settlement of debt	$	2,697,849		$	588,524
Common stock issued for exercise of warrants with settlement of notes payable	$	-		$	576,476
Common stock issued for dividend payable	$	-		$	402,067
Warrants issued for financing fees	$	90,816		$	-
Initial recognition of right of use asset and liability	$	365,556		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Shuttle Pharmaceuticals Holdings, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2023

Note 1 – Organization and Liquidity

Organization and Line of Business

The Company was formed as Shuttle Pharmaceuticals, LLC, in the State of Maryland on December 18, 2012. On August 12, 2016, the Company filed articles of conversion with the State of Maryland to convert from an LLC to a C corporation, at which time the Company changed its name to Shuttle Pharmaceuticals, Inc. (“Shuttle”). In connection with the conversion the Company issued 45,000,000 shares of common stock in exchange for 100% of the outstanding membership interests in Shuttle prior to conversion. On June 4, 2018, Shuttle completed a reverse merger with Shuttle Pharmaceuticals Holdings, Inc. (then known as Shuttle Pharma Acquisition Corp, Inc.), a Delaware corporation (the “Company”), pursuant to which Shuttle, our operating entity, became a wholly owned subsidiary of the Company.

The Company’s primary purpose is to develop and commercialize unique drugs for the sensitization of cancers and protection of normal tissues, with the goal of improving outcomes for cancer patients receiving radiation therapy. Shuttle has deployed its proprietary technology to develop novel cancer immunotherapies, producing a pipeline of selective HDAC inhibitors for cancer and immunotherapy applications. The Company’s HDAC platform is designed to target candidate molecules with potential roles in therapeutics beyond cancer, including autoimmune, inflammatory, metabolic, neurological and infectious diseases. The Company’s Ropidoxuridine product, which is used with radiation therapy to sensitize cancer cells, was funded by a Small Business Innovation Research (“SBIR”) contract provided by the National Cancer Institute (“NCI”), a unit of the National Institutes of Health (“NIH”). Ropidoxuridine has been further developed though the Company’s collaborations with scientists at the University of Virginia for use in combination with proton therapy to improve patient survival. Historically, and prior to the Company’s initial public offering, the Company has obtained funding to develop products through NIH grants, including a product to predict late effects of radiation with metabolite biomarkers and develop prostate cancer cell lines in health disparities research.

The production and marketing of the Company’s products and its ongoing research and development activities will be and are subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any products or combination of products developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the Food and Drug Administration (“FDA”) under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials.

The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and in other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company now or in the future.

Liquidity

The Company has incurred losses since inception and a net loss of $4,952,223 during the nine months ended September 30, 2023. However, in September 2022, the Company completed its initial public offering of common stock, generating net proceeds of $10,022,193. Additionally, in January 2023, the Company entered into a securities purchase agreement with an institutional investor through which the Company sold a convertible note with a principal value of $4,300,000, along with a four year warrant to purchase 1,018,079 shares of common stock, exercisable at $2.35 per share, providing the Company with $3,590,000 in net proceeds. To date, the warrant has not yet been exercised. Consequently, the Company’s existing cash resources and marketable securities and the cash received from the equity offering are expected to provide sufficient funds to carry out the Company’s planned operations through the fourth quarter of 2024.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and notes required by accounting principles generally accepted in the United States of America for annual financial statements. A complete discussion of the Company’s significant accounting policies is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The accompanying condensed consolidated financial statements of the Company have not been audited by the Company’s independent registered public accounting firm, except that the year-end condensed consolidated balance sheet was derived from audited financial statements. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023.

Basis of Consolidation

The unaudited condensed consolidated financial statements have been prepared on a consolidated basis with those of the Company’s wholly-owned subsidiary, Shuttle Pharmaceuticals, Inc. All intercompany transactions and balances have been eliminated.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates are contained in the accompanying condensed consolidated financial statements for the valuation of derivatives, share-based compensation, useful lives for depreciation and amortization of long-lived assets, and the incremental borrowing rate used on right-of-use assets.

Cash and Cash Equivalents

Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As of September 30, 2023 and December 31, 2022, cash and cash equivalents consisted of the following:

Schedule of Cash and Cash Equivalents

	September 30,		December 31,
	2023		2022
Cash	$	2,867,519	$	5,411,378
Money market funds		1,018,478		3,005,825
Total cash and cash equivalents	$	3,885,997	$	8,417,203

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000 per institution. The amount in excess of the FDIC insurance as of September 30, 2023 was approximately $3,256,000. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Marketable Securities

Our investments in debt securities are carried at fair value. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading of debt securities are charged to income.

The marketable securities held by the Company, which are classified as trading marketable securities, consisted of an outstanding balance of $2,920,592 and $0 as of September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized interest income of $56,720 and $0, realized gains of $1,744 and $0, and unrealized gains of $21,134 and $0, respectively.

Fair Value of Financial Instruments

The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

	●	Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

	●	Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

	●	Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

The carrying amounts of the Company’s financial instruments including cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments.

Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis and their fair value hierarchy as of September 30, 2023 (none for December 31, 2022):

September 30, 2023	Level 1		Level 2		Level 3		Carrying Value
Assets
Marketable Securities:
United States Treasury Bonds	$	2,920,592	$	-	$	-	$	2,920,592
Liabilities
Derivative Liability - Warrants	$	-	$	-	$	497,157	$	497,157
Derivative Liability - Accelerated feature		-		-		15,668		15,668
Total Liabilities	$	-	$	-	$	512,825	$	512,825

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For our derivative financial instruments, the Company used a Monte Carlo valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.

Research and Development Expenses

Research and development expenses are charged to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, materials, supplies, related subcontract expenses, and consulting costs. In September of 2022, TCG GreenChem, Inc. (“TCG GreenChem”) was contracted for process research, development and cGMP compliant manufacture of IpdR, for which the final report was completed and delivered by TCG GreenChem during September 2023. The total project cost was $1,500,000 paid in four milestone payments. The Company has made all required milestone payments as follows: the first payment of $450,000 was paid during the quarter ended September 30, 2022, pursuant to which TCG GreenChem commenced work on the project, the second milestone payment of $300,000 was paid during the three months ended March 31, 2023, the third payment of $300,000 was paid on June 8, 2023, and the final payment of $450,000 was made during September 2023. As of the date of this filing, sufficient quantities of the API have been completed in order to perform our Phase II clinical trial. On September 14, 2023 the FDA provided written responses to Shuttle’s request for pre-investigational new drug application (PIND) meeting to discuss the clinical development of Ropidoxuridine and a new Phase II protocol in patients with unME-MGMT glioblastoma. The positive feedback from the FDA has been incorporated into the clinical trial protocol.

Regarding the accounting treatment for reimbursements, GAAP provides limited guidance on the accounting for government grants received by for-profit companies. We understand there is more than one acceptable alternative for the accounting treatment – a reduction of costs, a deferred credit to be amortized, revenue or other income. The Company has concluded that reimbursements are more akin to a reduction of costs and applies reimbursements against incurred research costs.

Net Loss Per Common Stock

Net loss per share of common stock requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive.

The dilutive effect of restricted stock units subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.

For the three and nine months ended September 30, 2023 and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	September 30,		September 30,
	2023		2022
Convertible notes (Note 6)		1,101,830		-
Warrants		1,446,155		20,000
Restricted stock units		168,050		-
		2,716,035		20,000

Recent Accounting Pronouncements

The Company has considered all recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Note 3 – Leases

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the present value of the future lease payments as of the lease commencement date. The interest rate used to determine the present value of our lease ending in October of 2023 was our incremental borrowing rate estimated at 10% when the lease was entered into in 2019. Our new lease beginning in June of 2023, the interest rate used was an equity built up, risk adjusted rate, estimated to be 10.48%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company currently has two lease agreements which allow for the use of a laboratory facility. The first is for a monthly payment of $6,480, with a security deposit of $6,480 held for the duration of the lease, and commenced on October 1, 2018, with the first payment made on January 1, 2019 and an expiry date of October 31, 2023. On February 16, 2023, the Company entered into a new lease agreement for new office and laboratory space, with base rent of $7,206 per month for a period of 64 months, which increases at the rate of 3% per year, that commenced June 1, 2023. The new lease included a six-month 50% rent abatement upon commencement. Additional common area maintenance (“CAM”) fees are charged monthly and revised annually. The estimated monthly CAM fees are $3,300 per month for the first year of the lease, which are being expensed as incurred. An irrevocable letter of credit (“LOC”) for the security deposit of $43,234 and base rent of $3,891, including 50% abatement, and $3,315 of CAM cost, was due and paid on execution of the lease agreement. Alexandria Real Estate (ARE-QRS-CORP) is the beneficiary of the LOC, and the expiry date of the LOC is February 15, 2024.

The following summarizes the right-of use asset and lease information for the Company’s operating leases:

	2023			2022
	Nine Months Ended
	September 30,
	2023			2022
Operating lease cost	$	83,230		$	52,631
Sublease income		(6,377	)		(4,949	)
Total lease cost	$	76,853		$	47,682

Other information
Cash paid for operating cash flows from operating leases	$	73,884		$	56,617
Right-of-use assets obtained in exchange for new operating lease liability	$	365,556		$	-

Weighted-average remaining lease term — operating leases (year)		4.93			1.05
Weighted-average discount rate — operating leases		10.48	%		10	%

Future non-cancelable minimum lease payments under the operating lease liability as of September 30, 2023, are as follows:

Years Ended December 31,	Lease Ending August 31, 2028			Lease Ending October 31, 2023
	As of September 30, 2023
Years Ended December 31,	Lease Ending August 31, 2028			Lease Ending October 31, 2023
2023 (remaining three months)	$	15,677		$	6,480
2024		91,545			-
2025		94,247			-
2026		97,074			-
2027		99,986			-
2028		68,235			-
Total future minimum lease payments		466,764			6,480
Less: imputed interest		(103,785	)		-
Present value of payments	$	362,979		$	6,480

Note 4 – Notes Payable-Related Party

On December 1, 2020, the Company consolidated all of the outstanding loans owed to an officer of the Company and to his spouse, resulting in the following two loans: (i) a single loan from the spouse of an officer of the Company, dated December 1, 2020, with a principal balance of $426,243, bearing interest at the rate of 7.5% per annum, with a maturity date of December 31, 2021; and (ii) a single loan owed to an officer of the Company in the principal amount of $139,229, bearing interest at the rate of 7.5% per annum, with a maturity date of December 31, 2021. In December of 2021 the maturity dates of these loans were further extended to June 30, 2022. In July of 2022, the notes were extended to June 30, 2023.

On June 21, 2021, the Company entered into a loan from the spouse of an officer of the Company in the amount of $120,000 (principal) with an interest rate of 7.5% per annum due June 21, 2022. In July of 2022, the loan was extended to June 30, 2023.

During the six months ended June 30, 2023 principal payments of $685,473 and interest of $102,373 were paid. As of September 30, 2023 the principal and interest balances for the related party notes were $0.

Note 5 – Convertible Notes and Notes Payable

Alto Opportunity Master Fund, SPC

On January 11, 2023, the Company entered into a securities purchase agreement (the “SPA”) with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, a Cayman entity (the “Investor”), pursuant to which the Company sold to the Investor a $4,300,000 convertible note (the “Alto Convertible Note”) and warrant (the “Warrant”) to purchase 1,018,079 shares of common stock, exercisable at $2.35 per share, in exchange for gross proceeds of $3,935,000 million (the “Investment Amount”) (See Note 6). The Company determined that the warrants contain a net cash settlement feature at inception and categorized the warrants as a liability in the accompanying unaudited condensed consolidated financial statements. The Alto Convertible Note matures on March 11, 2025, but may be extended at the option of the noteholder. The Alto Convertible Note amortizes on a monthly basis and the Company can make such monthly amortization payments in cash or, subject to certain equity conditions, in registered shares of common stock or a combination thereof. Installments may be deferred by the noteholder, resulting in a variable interest rate. However, the effective interest rate is approximately 366% based on the internal rate of return calculated on a series of cash flows that occur at regular intervals. For equity repayment, the Alto Convertible Note is convertible into shares of common stock at a price per share equal to the lower of (i) $2.35, (ii) 90% of the three lowest daily VWAPs of the 15 trading days prior to the payment date, or (iii) 90% of the VWAP of the trading day prior to payment date. The noteholder may convert at any time at a fixed price of $2.35 per share. The noteholder has an acceleration of installment amount conversion option (the “Acceleration Option”), whereby the noteholder, with certain share percentage limitations, can convert to common stock any outstanding installment amount at an amount equal to the installment amount plus five times (5x) the installment amount at any time. The Company has determined the Acceleration Option is an embedded derivative within the host instrument and has bifurcated it from the host instrument and recorded it as a derivative liability valued at $1,442,000, using a Monte Carlo simulation model (Note 7). The Convertible Note is repayable over 26 months and bears interest at the rate of 5% per annum. Additionally, the note contains certain redemption options and “Make Whole” provisions.

In conjunction with entry into the SPA, the Company entered into a series of related agreements, including a security agreement (the “Security Agreement”), an intellectual property security agreement (the “IP Security Agreement”) and a subsidiary guaranty (the “Subsidiary Guaranty”). The security agreements and guaranty allow, among other things, for the Investor to have a security interest in and place a lien on all of the Company’s assets and intellectual property until such time as the Alto Convertible Note is paid off. In addition, the SPA called for the Company to enter into a springing deposit account control agreement (the “Springing DACA”), which, in the event the Company defaults on its repayment of the Alto Convertible Note, would allow the Investor to assume control of the Company’s bank account only with regard to any funds remaining outstanding under the Alto Convertible Note. As such, in conjunction with entry into the SPA, the Company established a separate bank account in which it deposited the Investment Amount and pursuant to which the Company, the Investor and the bank holding the Investment Amount, First Republic Bank, entered into the Springing DACA agreement. As the Investment Amount had been held at First Republic Bank, in light of certain banking crises then affecting smaller banks, on March 12, 2023, the Company and the Investor moved the Investment Amount from First Republic Bank, after which time the Springing DACA was no longer in effect. Further, pursuant to amendments to the SPA entered into in May and June of 2023, the Company and the Investor agreed that all of the Investment Amount would be released to the Company and the relevant provision of the SPA which required the Springing DACA would no longer be deemed applicable. In addition, the Company granted the Investor the option to purchase up to an additional $10 million in convertible notes and warrants on substantially the same terms as the Alto Convertible Note and Warrant, excluding the Springing DACA requirement, with such option to be effective through December 31, 2025. The Company’s agreement with the Investor anticipates that the Company will require additional capital and, as such, provides access to additional capital that the Company may need in order to complete the Phase II clinical trial. The Company expects that such subsequent convertible notes and warrants would be issued on substantially similar terms as the January 11, 2023 initial agreement, as amended, thus providing the Company the opportunity to negotiate certain aspects of the agreement.

Boustead Securities, LLC (“Boustead”) served as a placement agent for the Alto Convertible Note and Warrant offering and received $345,000 cash compensation and a warrant to purchase 71,266 shares of common stock, exercisable at $2.35 per share. The Boustead warrant was determined to be an equity instrument valued on a non-recurring basis. The Company used the Black Scholes valuation model using a term of five years, volatility of 110%, a risk-free rate of 3.53% for a value of $99,543.

The Company allocated the finance costs related to the Boustead placement agent fee of $345,000, based on the relative fair market values of the Convertible Note and warrants issued. The allocation of the financing costs applied $232,027 to the debt component as a debt discount that is being amortized to interest expense over the term of the Convertible Note, $104,245 to the warrant derivative liability component, expensed as a finance fee, and $8,727 to the equity warrant as a reduction in additional paid in capital.

The Company allocated to the debt component of the note an original discount of $300,000, legal fees of $65,000, $215,000 for additional interest fees on day one added to note principal, $1,442,000 for the accelerated conversion feature, and $1,288,543 for the fair value of warrants, resulting in an additional $3,310,543 debt discount that is being amortized to interest expense over the term of the Alto Convertible Note.

During the three and nine months ended September 30, 2023, the Company recorded interest expense of $623,465 and $1,952,147 respectively, which included amortization of debt discount as interest expense of $538,302 and $1,550,479 respectively. During the three and nine months ended September 30, 2023, the Company settled $331,800 and $1,925,700 of principal, respectively, and settled $54,096 and $294,927, respectively, of accrued interest, which settlements were made in the form of 502,087 and 2,380,996 shares of common stock, respectively, during the three and nine months ended September 30, 2023.

As of September 30, 2023, the outstanding principal for the convertible note was $2,589,300 and the debt discount remaining was $1,992,093, with a net convertible note carrying value of $597,207, which represents the current and non-current portions of the convertible note as of September 30, 2023.

Note 6 – Stockholders’ Equity

Common Stock

During the three and nine months ended September 30, 2023, the Company issued:

	●	502,087 and 2,380,996 shares of common stock to settle $331,800 and $1,925,700 of principal and $54,096 and $294,927 of interest, respectively, on a Convertible Note and incurred $43,414 and $477,221 of loss on settlement, respectively.
	●	15,000 and 15,000 shares of common stock issued for vesting of restricted stock units.

During the three and nine months ended September 30, 2022, the Company issued:

	●	0 and 839 shares of common stock for conversion of $0 and $16,340 of accrued interest, respectively.
	●	1,045 and 11,253 shares of common stock upon vesting of restricted stock units, respectively.
	●	1,409,771 and 1,409,771 shares of common stock upon completion of the Company’s initial public offering for $10,031,415 and $10,031,415, respectively.
	●	147,500 and 147,500 shares of common stock upon settlement of notes payable for $588,524 and $588,524, respectively.
	●	2,267,551 and 2,267,551 shares of common stock upon exercise of warrants to settle notes payable for $590,574 and $590,574, respectively.
	●	336,810 and 336,810 shares of common stock upon conversion of preferred shares and 100,517 to settle dividends payable for $402,068 and $402,068, respectively.

Warrants

In connection with the January 2023 Alto Convertible Note, Boustead was granted warrants to purchase 71,266 shares of common stock, at an exercise price of $2.35 per share (Note 5). In addition, Alto was granted warrants to purchase 1,018,079 shares of common stock, at an exercise price of $2.35 per share (Note 5, 7).

A summary of activity regarding all warrants issued for the nine months ended September 30, 2023 were as follows:

Schedule of Warrants Activity

	Number of		Weighted Average		Average
	warrants		Exercise Price		Life (years)
Outstanding, December 31, 2022		356,810	$	3.92		2.79
Granted - Boustead		71,266		2.35		5.00
Granted - Ayrton		1,018,079		2.35		4.00
Outstanding, September 30, 2023		1,446,155	$	2.74		3.03

The intrinsic value of the warrants as of September 30, 2023 is $0. All of the outstanding warrants are exercisable as of September 30, 2023.

Equity Incentive Plan

Our 2018 Equity Incentive Plan (the “2018 Plan”) provides for equity incentives to be granted to our employees, executive officers, directors and key advisers and consultants. Equity incentive grants may be made in the form of stock options with an exercise price of not less than the fair market value of the underlying shares as determined pursuant to the 2018 Equity Incentive Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The 2018 Equity Incentive Plan is administered by the Company’s compensation committee. We have reserved 3,000,000 shares of our common stock for issuance under the 2018 Equity Incentive Plan. As of September 30, 2023, 578,180 shares have been granted under the 2018 Equity Incentive Plan, of which 410,130 shares have vested.

Restricted Stock Units

We may grant restricted stock units (“RSU”) under our 2018 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of our 2018 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria and the form and timing of payment. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. RSUs granted typically vest annually in one third increments from the date of appointment.

During the nine months ended September 30, 2023 and 2022, pursuant to agreements with directors and officers, 159,326 and 0 RSUs with a value of $291,400 and $0 were granted and compensation expense for the RSUs of $95,438 and $356,733, respectively, and was included in compensation under Research and Development.

As of September 30, 2023, there was $257,072 of unrecognized RSU compensation cost related to non-vested share-based compensation arrangements which is expected to be recognized by the end of May 31, 2026.

A summary of activity regarding the Restricted Stock Units issued follows:

	Number of RSU			Weighted Average Grant Date Fair Value Per RSU
Outstanding, December 31, 2022		99,273		$	15.06
Granted		159,326			1.83
Vested		(90,549	)		-
Outstanding, September 30, 2023		168,050		$	1.98

Note 7 – Derivative Liabilities

Fair Value Assumptions Used in Accounting for Derivative Liabilities

ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.

In January 2023, in connection with the Alto Convertible Note, the Company issued warrants to purchase 1,018,079 shares of common stock, with an exercise price of $2.35 per share, valued at $1,189,000. The Company determined our derivative liabilities from the warrants issued in relation to the Alto Convertible Note do not satisfy the classification as equity instruments due to the existence of a certain net cash settlement provision that is not within the sole control of the Company. In addition, there are certain down round provisions that could reduce the exercise price if the Company issues securities at lower prices in the future.

The Company determined our derivative liability from the noteholder’s Acceleration Option for the Alto Convertible Note is not clearly and closely related to the host, and should be thus accounted for as a bifurcated derivative liability.

We classified these derivative liabilities as a Level 3 fair value measurement and used the Monte Carlo pricing model to calculate the fair value as of January 11, 2023 ($2,631,000 included in debt discount) and September 30, 2023 ($512,825). Key inputs for the simulation are summarized below. The Monte Carlo simulation uses an implied VWAP for the January 11, 2023 valuation date. The implied VWAP was backsolved by setting the summation of the parts (e.g., derivatives and debt without derivatives) equal to the cash proceeds. The simulation was then iterated and manipulated to solve for the implied share price, which was approximately $1.58 per share (or an approximate 14% discount to the quoted market VWAP on January 11, 2023).

The key inputs for the Monte Carlo simulation for the nine months ended September 30, 2023, were as follows:

Net cash settlement and down round key valuation inputs – warrants
Annualized volatility	58.91% - 95.99		%
Risk-free interest rate	4.77% - 5.55%
VWAP	0.49 - 0.59
Dividend yield		0	%
Exercise price		2.35
Probability of fundamental transaction		5% - 25	%
Date of fundamental transaction		0.28 years to 3.28 years

*	Based on a Monte Carlo simulation analysis of 75,000 – 100,000 iterations

Acceleration option key valuation inputs
Annualized volatility	17.23% - 54.7	%
Risk-free interest rate	5.16% - 5.55	%
VWAP	0.49 - 0.59
Probability of fundamental transaction	5% - 25	%
Date of fundamental transaction	0 years to 1.45 years

*	Based on a Monte Carlo simulation analysis of 75,000 – 100,000 iterations

The following table summarizes the changes in the derivative liabilities:

Schedule of Derivative Liabilities

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Warrants			Accelerated Feature
Balance - December 31, 2022	$	-		$	-
Addition of new derivatives		1,189,000			1,442,000
Gain on change in fair value		(383,000	)		(858,000	)
Balance - March 31, 2023	$	806,000		$	584,000

Gain on change in fair value		(328,243	)		(106,032	)
Balance - June 30, 2023	$	477,757		$	477,968

(Gain) loss on change in fair value of the derivative		19,400			(462,300	)
Balance - September 30, 2023	$	497,157		$	15,668

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance - December 31, 2021	$	94,025
Gain on change in fair value - warrants		(94,025	)
Balance - September 30, 2022	$	-

Note 8 – Subsequent Events

Management evaluated all additional events subsequent to the balance sheet date through the date the unaudited interim condensed consolidated financial statements were issued and determined that, other than as set forth below, there were no items required to be disclosed.

On October 24, 2023, the Company entered into a license agreement (the “License Agreement”) with Georgetown University (“Georgetown”), pursuant to which Georgetown agreed to license the invention known as “Predictive Biomarkers for Adverse Effects of Radiation Therapy,” (U.S. Application No. 17/476,148, titled Predictive Biomarkers for Adverse Effects of Radiation Therapy, filed on September 15, 2021) (the “Intellectual Property”), which had previously been developed by the Company’s officers when they were employees of Georgetown. Under the terms of the License Agreement, the Company will be entitled to use the Intellectual Property on a worldwide basis in exchange for making certain milestone payments and adhering to other terms of the License Agreement: including initiating a validation clinical trial of the Licensed Product, completion of the validation of the clinical trial in relation to the Licensed Products, obtaining U.S. regulatory approval of the Licensed Product, and reaching certain fundraising and sales milestones in relation to the Licensed Product. In addition, assuming the Company successfully obtains FDA approval and commences commercial sale of the Licensed Product, the Company will be obligated to pay at least a guaranteed minimum royalty payment each year following the First Commercial Sale (as defined in the License Agreement), along with earned royalty payments of 5% of any Net Sales of any Licensed Product or Licensed Method sold in the Licensed Territory.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) should be read in conjunction with our unaudited financial statements and the related notes thereto included elsewhere in this quarterly report. The MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this quarterly report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors.

Overview

Founded by Georgetown University Medical School faculty members, Shuttle Pharmaceuticals Holdings, Inc. is a discovery and development stage pharmaceutical company leveraging our proprietary technology to develop novel therapies that are designed to cure cancer. Originally formed as Shuttle Pharmaceuticals, LLC in 2012, our goal is to extend the benefits of cancer treatments by leveraging insights into cancer therapy with surgery, radiation therapy, chemotherapy and immunotherapy. While there are several therapies being developed with the goal of curing cancer, one of the most effective and proven approaches to this is radiation therapy (RT). We are developing a pipeline of products designed to address the limitations of the current standard of cancer therapies. We believe that our product candidates will enable us to deliver cancer treatments that are safer, more reliable and at a greater scale than that of the current standard of care.

Operations to date have focused on continuing our research and development efforts to advance Ropidoxuridine clinical testing and improved drug formulation, to advance HDAC6 inhibitor (SP-2-225) preclinical development, and complete SBIR contract work on predictive biomarkers of radiation response, as well as prostate cell lines for health disparities research. We received Small Business Innovation Research (“SBIR”) contract funding from the National Institutes of Health (“NIH”) for the aforementioned projects. The clinical development of Ropidoxuridine has shown drug bioavailability and a maximum tolerated dose has been established for use in Phase II clinical trials. TCG GreenChem, Inc. (“TCG GreenChem”), with whom we have contracted for process research, development and cGMP compliant manufacture of IPdR, has successfully completed the initial manufacturing campaign for the active pharmaceutical ingredient (API) of Ropidoxuridine for use in the Company’s upcoming Phase II clinical trial in brain cancer patients undergoing radiation therapy. Shuttle has been working concomitantly with TCG GreenChem to manufacture API and University of Iowa Pharmaceuticals to develop the formulation and packaging of the drug product into capsules for clinical use. Both activities have now been completed. In addition, Shuttle received a positive response from the Type B pre-IND meeting with the FDA and is following the guidance provided by the FDA for the proposed Phase II clinical trial. With this, the Company believes it remains on track to commence its Phase II clinical study in the fourth quarter of 2023. The radiation biomarker project and the health disparities project have been completed and the company is following up with plans for clinical validation and potential commercialization. Changes in operational, administrative, legal and professional expenses related to our operations are set forth in more detail in the discussion below.

Results of Operations

Comparison of the three months ended September 30, 2023 and 2022

The following table summarizes the results of our operations:

	Three Months Ended
	September 30,
	2023			2022			Change			%
Revenue	$	-		$	-		$	-			-
Operating expenses:
Research and development, net of contract reimbursements		1,140,307			669,038			471,269			70	%
General and administrative		170,423			81,864			88,559			108	%
Legal and professional		288,416			70,566			217,850			309	%
Total operating expenses		1,599,146			821,468			777,678			95	%
Other income (expense):
Interest expense - related parties		-			(13,725	)		13,725			(100	)%
Interest expense		(623,465	)		(604,716	)		(18,749	)		3	%
Change in fair value of marketable securities		9,606			-			9,606			100	%
Interest income		20,765			-			20,765			100	%
Change in fair value of derivative liabilities		442,900			112,797			330,103			293	%
Loss on settlement of convertible debt		(43,414	)		-			(43,414	)		(100	)%
Gain on settlement of accounts payable		-			328,687			(328,687	)		(100	)%
Total other expense		(193,608	)		(176,957	)		(16,651	)		9	%
Net loss	$	1,792,754		$	998,425		$	794,329			80	%

Research and Development, net of contract expense reimbursements. Research and development (“R&D”) expense was $1,140,307 for the three months ended September 30, 2023, as compared to $669,038 for three months ended September 30, 2022. The increase of $471,269, or 70%, is primarily related to the Company increasing R&D spending as a result of having received funding from the Company’s initial public offering in the third quarter of fiscal 2022 and, the convertible note issued during the period ended March 31, 2023.

Compensation related expenses were $395,235 in the three months ended September 30, 2023 as compared to $200,541 in the three months ended September 30, 2022. Compensation related expenses increased from 29.7% of total R&D in the three months ended September 30, 2022 to 34.7% for the three months ended September 30, 2023. Subcontract work made up 66.6% of total R&D expenses in the three months ended September 30, 2022 and 60.0% of total R&D expenses during the three months ended September 30, 2023.

General and Administrative Expenses. General and Administrative expenses in the three months ended September 30, 2023 increased by $88,560, or 108%, from $81,864 in the three months ended September 30, 2022 to $170,424 in the three months ended September 30, 2023. The increase in general and administrative expenses was primarily due to increases in insurance expenses of $21,731, director fees of $31,250 and advertising costs of $34,550, which increased expenses were offset by reduced corporate filing fees of $27,200.

Legal and Professional Expenses. During the three months ended September 30, 2023, legal and professional expenses increased by $217,850 or 309%. The increase in legal and professional fees was primarily due to increases in our expenses related to our public filing requirements, contracts and financing related work.

Other Income Expense. Other expense was $193,608 for the three months ended September 30, 2023, which consisted of $623,465 in interest expense on convertible loans, interest income of $20,765, loss on settlement of convertible debt of $43,414, change in marketable securities of $9,606, and a gain on change in fair value of derivative liabilities of $442,900. Other expense was $176,957 for the three months ended September 30, 2022, which consisted of $604,716 in interest expense, $13,725 in interest expense on related party loans, gain on settlement of accounts payable of $328,687 and change in fair value of derivative liability of $112,767.

Comparison of the nine months ended September 30, 2023 and 2022

The following table summarizes the results of our operations:

	Nine Months Ended
	September 30,
	2023			2022			Change			%
Revenue	$	-		$	-		$	-			-
Operating expenses:
Research and development, net of contract expense reimbursements		3,084,488			1,048,821			2,035,667			194	%
General and administrative		452,342			104,711			347,631			332	%
Legal and professional		1,072,728			659,958			412,770			63	%
Total operating expenses		4,609,558			1,813,490			2,796,068			154	%
Other income (expense):
Interest expense - related parties		(6,825	)		(39,108	)		32,283			(83	)%
Interest expense		(1,952,147	)		(920,660	)		(1,031,487	)		112	%
Interest income		56,720			-			56,720			100	%
Finance fee		(104,245	)		-			(104,245	)		(100	)%
Change in fair value of derivative liabilities		2,118,175			94,025			2,024,150			2,153	%
Gain on sale of marketable securities		1,744			-			1,744			100	%
Change in fair value of marketable securities		21,134			-			21,134			100	%
Loss on settlement of convertible debt		(477,221	)		-			(477,221	)		(100	)%
Gain on settlement of accounts payable		-			328,687			(328,687	)		(100	)%
Gain on forgiveness of Paycheck Protection Program note payable		-			73,007			(73,007	)		(100	)%
Total other expense		(342,665	)		(464,049	)		121,384			(26	)%
Net loss	$	4,952,223		$	2,277,539		$	2,674,684			117	%

Research and Development, net of contract expense reimbursements. R&D expense was $3,084,488 for the nine months ended September 30, 2023, as compared to $1,260,276 less the final $211,455 reimbursement from the Topic 345: Predictive Biomarkers of Prostate Cancer NIH contract for a net of $1,048,821 for the nine months ended September 30, 2022. The increase of $2,035,667, or 194%, is primarily related to the Company increasing R&D spending as a result of funding received from the Company’s initial public offering in the third quarter of fiscal 2022 and the convertible note issued during the first quarter of fiscal 2023 and the $211,455 reimbursement received in the same period in the prior year.

Compensation related expenses were $1,468,277 in the nine months ended September 30, 2023 as compared to $727,421 in the nine months ended September 30, 2022. Compensation related expenses decreased from 57.7% of total R&D, excluding reimbursements, in the nine months ended September 30, 2022 to 47.6% for the nine months ended September 30, 2023. Subcontract work made up 35.7% of total R&D expenses, excluding reimbursements, in the nine months ended September 30, 2022 and 48.3% of total R&D expenses during the nine months ended September 30, 2023. Other general R&D expenses, including supplies and rent were 6.6% in the nine months ended September 30, 2022 and 4.1% in the nine months ended September 30, 2023.

General and Administrative Expenses. General and Administrative expenses in the nine months ended September 30, 2023 increased by $347,631, or 332%, from $104,711 in the nine months ended September 30, 2022 to $452,342 in the nine months ended September 30, 2023 primarily due to increases in insurance expenses of $93,494, director fees of $100,000, advertising expenses of $88,361 and corporate filing fees of $27,120.

Legal and Professional Expenses. During the nine months ended September 30, 2023, legal and professional expenses increased by $412,770 or 63%. The increase in legal and professional fees was primarily due to increases in our expenses related to public filing requirements, contract work and financing activities.

Other Income Expense. Other expense was $342,665 for the nine months ended September 30, 2023, which consisted of $1,952,147 in interest expense on convertible loans, $6,825 in interest expense on related party loans, interest income of $56,720, finance fee on convertible loans of $104,245, loss on settlement of convertible debt of $477,221, gain on sale of marketable securities of $1,744, unrealized gain on marketable securities of $21,134, and a gain on change in fair value of derivative liabilities of $2,118,175. Other expense was $464,049 for the nine months ended September 30, 2022, which consisted of $920,660 in interest expense, $39,108 in interest expense on related party loans and gains on change in derivative liability of $94,025, gain on settlement of accounts payable of $328,687 and forgiveness of Paycheck Protection Program note payable of $73,007.

Liquidity and Capital Resources

Our capital needs to date have been met by funds raised through our initial public offering and a subsequent convertible note offering, private placement offerings of our securities, as well as through contributions from existing stockholders, SBIR contracts and other grants. In the nine months ended September 30, 2023, we raised a net total of $3,590,000 after finder’s fees through the sale of convertible notes and warrants. In the year ended December 31, 2022, we raised a total of $10,672,908 through the sale of shares of common stock, convertible notes, and warrants. In addition, since inception, we have received a total of $5,531,722 in SBIR contracts and other grants received primarily through the NIH.

We believe that we will continue to expend substantial resources for the foreseeable future in relation to completion of clinical development and regulatory preparedness of our product candidates, preparations for a commercial launch of our product candidates, if approved by the FDA, and development of any other current or future product candidates we may choose to develop. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, obtaining marketing approvals, and, if we are not able to enter into planned collaborations, manufacturing and supply as well as marketing and selling any products approved for sale. In addition, other unanticipated costs may arise. Because the outcome of any drug development process is highly uncertain, we cannot reasonably estimate the actual amounts necessary to complete the development and commercialization of our current product candidates, if approved, or future product candidates that may be developed, if any.

There can be no assurance that additional financing will be available to us when needed, on favorable terms or otherwise. Moreover, any such additional financing may dilute the interests of existing stockholders. The absence of additional financing, when needed, could cause us to delay implementation of our business plan in whole or in part, curtail our business activities and seriously harm our business and our prospects.

Balance Sheet Data:

	September 30,		December 31,
	2023		2022		Change			%
Current assets	$	6,995,608	$	8,578,351	$	(1,582,743	)		(18	)%
Current liabilities		810,437		975,676		(165,239	)		(17	)%
Working capital	$	6,185,171	$	7,602,675	$	(1,417,504	)		(19	)%

As of September 30, 2023, total current assets were $6,995,608 and total current liabilities were $810,437, resulting in working capital of $6,185,171. As of December 31, 2022, total current assets were $8,578,351 and total current liabilities were $975,676, resulting in a working capital of $7,602,675. The current assets primarily resulted from $3,590,000 net cash received from the issuance of a convertible note payable and $783,608 repaid for a related party notes ($685,473 in principal and $98,135 of accrued interest), for net cash provided by issuance and settlement of notes for the period of $2,904,527. Additionally, we continued progress on our R&D programs during the period ended September 30, 2023. The decrease in current liabilities is primarily due to the current portion of the $4,300,000 convertible note which is $462,825, accrued interest of $106,578 an increase in accounts payable of $63,255, offset by the reduction of $783,608 in related party notes payable and accrued interest.

Cash Flows from Operating Activities

	Nine Months Ended
	September 30,
	2023			2022			Change			%
Cash used in operating activities	$	(4,518,973	)	$	(2,030,587	)	$	(2,488,386	)		123	%
Cash used in investing activities	$	(2,916,760	)	$	-		$	(2,916,760	)		(100	)%
Cash provided by financing activities	$	2,904,527		$	10,646,228		$	(7,741,701	)		(73	)%
Cash on hand	$	3,885,997		$	9,120,390		$	(5,234,393	)		(57	)%

To date, we have not generated positive cash flows from operating activities. For the nine months ended September 30, 2023, net cash flows used in operating activities was $4,518,973, consisting of a net loss of $4,952,223, increased by a gain on change in derivative liabilities of $2,118,175, offset by amortization of debt discount of $1,654,724, loss on settlement of convertible debt of $477,221, accrued interest settled with common stock of $294,927, stock-based compensation of $95,438 and further reduced by a net change in working capital of $47,165. For the nine months ended September 30, 2022, net cash flows used in operating activities was $2,030,587, consisting of a net loss of $2,277,539, reduced by depreciation expense of $4,484, gain on change in warrant liability of $94,025, amortization of debt discount of $885,505, stock-based compensation of $356,733, gain on forgiveness of the PPP loan of $73,007, gain on settlement of accounts payable of $328,687 and a net change in working capital of $516,676.

Cash Flows from Investing Activities

For the nine months ended September 30, 2023, we invested in trading marketable securities for $2,977,714 and received $80,000 in proceeds from disposition of marketable securities and purchased $19,046 of equipment. For the nine months ended September 30, 2022, we had no investing activities.

Cash Flows from Financing Activities

For the nine months ended September 30, 2023, we received a net of $3,590,000 from the sale and issuance of convertible notes payable and warrants and repaid $685,473 in related party notes payable. For the nine months ended September 30, 2022, we received $10,045,513 from the issuance of common shares and $650,715 from the issuance of convertible notes and repaid $50,000 of notes payable.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this registration statement, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

Our most critical accounting policies and estimates relate to the following:

	●	Research and Development Expenses
	●	Operating Lease Accounting
	●	Fair Value of Financial Instruments

Research and Development

Research and development expenses are expensed as incurred and, prior to our initial public offering in September 2022, have historically been offset by contract receivable payments from an NIH SBIR contract that has supported our scientific research. This is stated in the financials as research and development-net of contract expense reimbursements.

Operating Lease Right-of-use Assets and Operating Lease Liability

Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10.48%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term.

Fair Value of Financial Instruments

We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For derivative financial instruments that are accounted for as equity, the derivative instrument is initially recorded at its fair value and recorded to additional paid in capital. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

For our derivative financial instruments classified as a liability, the Company used a Monte Carlo valuation model to value the derivative instruments at inception and on subsequent valuation dates. The Monte Carlo simulation uses an implied VWAP for valuation. The implied VWAP was backsolved by setting the summation of the parts (e.g., derivatives and debt without derivatives) equal to the cash proceeds. For our derivative financial instruments classified as equity, the Company used a Black Scholes valuation model, to calculate the fair value on issuance date, without revaluation.

The use of Monte Carlo and Black Scholes valuation models require key inputs, some of which are based on estimates and judgements by management and/or external consultants. Any change to these key inputs could produce significantly higher or lower fair value measurements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules, regulations and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure.

In the preparation of our Quarterly Report on Form 10-Q for the period ended September 30, 2023, we identified certain deficiencies in our internal controls over financial reporting related to the following financial reporting areas to be material weaknesses: accounting policy and documentation of management’s contemplation of the accounting treatment and implications over significant unusual transactions, and adequate controls over financials statement close process and financial reporting reviews. Based on this evaluation, as a result of our material weaknesses in internal controls over financial reporting, management concluded that our disclosure controls and procedures were not effective as of September 30, 2023.

Changes in Internal Controls

In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review and improve the effectiveness of our internal controls. The following changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ending September 30, 2023 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting were:

	(1)	Automation and electronic data interfaces of banking and payroll systems with our accounting system to improve accuracy, efficiency, and timeliness of reporting;

	(2)	Reorganization of, and additional procedures for, recordkeeping;

	(3)	Additional segregated monthly review and month end close procedures to identify errors or omissions in recording transactions;

	(4)	Addition of accounting staff supervised by an experienced financial reporting company to improve preparation of financial statements in accordance with GAAP; and

	(5)	Segregation of approval and review of financial transactions.

	(6)	Implementation of a more rigorous schedule to accommodate additional analyses related to convertible notes.

Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and are committed to taking further action and implementing additional improvements as necessary.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Currently, there are no legal proceedings pending or threatened against us. We are not presently party to any pending or other threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results, although from time to time, we may become involved in legal proceedings in the ordinary course of business.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

Item 6. Exhibits

The following exhibits are filed or furnished with this report:

Exhibit No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-265429) filed on June 3, 2022).
3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective March 30, 2022 (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-265429) filed on June 3, 2022).
3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective June 22, 2022 (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1/A (File No. 333-265429) filed on June 23, 2022).
3.4		Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the current Report on Form 8-K filed on November 1, 2022).
4.1		Form of Convertible Note, dated January 11, 2023, issued by Shuttle Pharmaceuticals Holdings, Inc. to Alto Capital Master Fund, SPC – Segregated Master Portfolio B (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed January 12, 2023).
4.2		Form of Warrant, dated January 11, 2023, issued by Shuttle Pharmaceuticals Holdings, Inc. to Alto Capital Master Fund, SPC – Segregated Master Portfolio B (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed January 12, 2023).
10.1		Consulting Agreement, dated October 1, 2023, between Shuttle Pharmaceuticals Holdings, Inc. and Joseph Armstrong (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 5, 2023).
10.2		License Agreement, dated October 24, 2023, by and between Shuttle Pharmaceuticals Holdings, Inc. and Georgetown University (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 30, 2023).+
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Definition Linkbase Data
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

**Furnished herewith.

+Certain portions of the exhibit have been redacted in accordance with Item 601(b) of Regulation S-K. The Company will supplementally furnish an unredacted copy to the SEC upon requested; provided however, that the Company may request confidential treatment pursuant to Ruel 24b-2 of the Securities Exchange Act of 1934, as amended, to the extent so furnished.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

November 13, 2023	By:	/s/ Anatoly Dritschilo
		Anatoly Dritschilo, M.D.
		Chief Executive Officer
		(Principal Executive Officer)

November 13, 2023	By:	/s/ Michael Vander Hoek
		Michael Vander Hoek
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION

I, Anatoly Dritschilo, M.D., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q Pursuant to Rule 15d-2 under the Securities Exchange Act of 1934 for the period ended September 30, 2023 of Shuttle Pharmaceuticals Holdings, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023	/s/ Anatoly Dritschilo
	Anatoly Dritschilo, M.D.
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Michael Vander Hoek, certify that:

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023	/s/ Michael Vander Hoek
	Michael Vander Hoek
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) on Form 10-Q pursuant to Rule 15d-2 under the Securities Exchange Act of 1934 for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anatoly Dritschilo, M.D., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2023

	/s/ Anatoly Dritschilo
	Anatoly Dritschilo, M.D.
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) on Form 10-Q pursuant to Rule 15d-2 under the Securities Exchange Act of 1934 for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Vander Hoek, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 13, 2023

	/s/ Michael Vander Hoek
	Michael Vander Hoek
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 13, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41488
Entity Registrant Name	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
Entity Central Index Key	0001757499
Entity Tax Identification Number	82-5089826
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	401 Professional Drive
Entity Address, Address Line Two	Suite 260
Entity Address, City or Town	Gaithersburg
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20879
City Area Code	(240)
Local Phone Number	403-4212
Title of 12(b) Security	Common Stock
Trading Symbol	SHPH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,999,125

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 3,885,997	$ 8,417,203
Prepaid expenses	170,104	161,148
Marketable securities	2,920,592
Accrued interest income	12,435
Other assets	6,480
Total Current Assets	6,995,608	8,578,351
Property and equipment, net	26,810	12,592
Other assets		6,480
Operating lease right-of-use asset	353,400	56,122
Total Assets	7,375,818	8,653,545
Current Liabilities
Convertible notes payable, net	462,825
Operating lease liability	61,034	62,823
Total Current Liabilities	810,437	975,676
Convertible notes payable non-current, net	134,382
Derivative liabilities	512,825
Operating lease liability non-current	308,425
Total Liabilities	1,766,069	975,676
Stockholders’ Equity
Series A Convertible Preferred Stock, $0.00001 par value; $1,000 per share liquidation value; 20,000,000 shares authorized; no shares outstanding
Common stock, $0.00001 par value; 100,000,000 shares authorized; 15,999,125 and 13,603,129 shares issued and outstanding, respectively	160	136
Additional paid in capital	19,456,701	16,572,622
Accumulated deficit	(13,847,112)	(8,894,889)
Total Stockholders’ Equity	5,609,749	7,677,869
Total Liabilities and Stockholders’ Equity	7,375,818	8,653,545
Nonrelated Party [Member]
Current Liabilities
Accounts payable and accrued expenses	180,000	116,745
Accrued interest payable	106,578
Related Party [Member]
Current Liabilities
Accounts payable and accrued expenses		12,500
Accrued interest payable		98,135
Notes payable to related parties		$ 685,473

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, liquidation preference per share	$ 1,000	$ 1,000
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	15,999,125	13,603,129
Common stock, shares outstanding	15,999,125	13,603,129

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Revenue
Operating expenses
Research and development, net of contract expense reimbursements	1,140,307	669,038	3,084,488	1,048,821
General and administrative	170,423	81,864	452,342	104,711
Legal and professional	288,416	70,566	1,072,728	659,958
Total operating expenses	1,599,146	821,468	4,609,558	1,813,490
Loss from operations	(1,599,146)	(821,468)	(4,609,558)	(1,813,490)
Other income (expense)
Interest income	20,765		56,720
Finance fee			(104,245)
Change in fair value of derivative liabilities	442,900	112,797	2,118,175	94,025
Gain on sale of marketable securities			1,744
Change in fair value of marketable securities	9,606		21,134
Loss on settlement of convertible debt	(43,414)		(477,221)
Gain on settlement of accounts payable		328,687		328,687
Gain on forgiveness of Paycheck Protection Program note payable				73,007
Total other income (expense)	(193,608)	(176,957)	(342,665)	(464,049)
Loss before income taxes	(1,775,254)	(998,425)	(4,952,223)	(2,277,539)
Provision for income taxes
Net loss	(1,792,754)	(998,425)	(4,952,223)	(2,277,539)
Dividend on Series A Preferred Stock		(19,473)		(71,009)
Net loss attributable to common stockholders	$ (1,792,754)	$ (1,017,898)	$ (4,952,223)	$ (2,348,548)
Weighted average common shares outstanding basic	15,744,210	10,164,979	14,554,878	9,723,510
Net loss per shares - basic	$ (0.11)	$ (0.10)	$ (0.34)	$ (0.23)
Net loss per shares - diluted	$ (0.11)	$ (0.10)	$ (0.34)	$ (0.23)
Related Party [Member]
Other income (expense)
Interest expense		$ (13,725)	$ (6,825)	$ (39,108)
Nonrelated Party [Member]
Other income (expense)
Interest expense	$ (623,465)	$ (604,716)	$ (1,952,147)	$ (920,660)

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Common Stock to be Issued [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 93	$ 4,150,867	$ 16,340	$ (5,795,432)	$ (1,628,132)
Balance, shares at Dec. 31, 2021	1,213	9,312,152
Warrants issued for financing costs			319,643			319,643
Stock-based compensation			166,533			166,533
Net loss					(681,839)	(681,839)
Common stock issued for restricted stock units
Common stock issued for restricted stock units, shares		5,104
Common stock issued for conversion of accrued interest			16,340	(16,340)
Common stock issued for conversion of accrued interest, shares		839
Dividends on Series A preferred stock					(25,768)	(25,768)
Balance at Mar. 31, 2022		$ 93	4,653,383		(6,503,039)	(1,849,563)
Balance, shares at Mar. 31, 2022	1,213	9,318,095
Balance at Dec. 31, 2021		$ 93	4,150,867	16,340	(5,795,432)	(1,628,132)
Balance, shares at Dec. 31, 2021	1,213	9,312,152
Net loss						$ (2,277,539)
Common stock issued for conversion of convertible debt, shares		147,500				839
Common stock issued for cash, shares		1,409,771
Balance at Sep. 30, 2022		$ 136	16,548,719		(8,143,980)	$ 8,404,875
Balance, shares at Sep. 30, 2022		13,586,393
Balance at Mar. 31, 2022		$ 93	4,653,383		(6,503,039)	(1,849,563)
Balance, shares at Mar. 31, 2022	1,213	9,318,095
Stock-based compensation			166,533			166,533
Net loss					(597,275)	(597,275)
Common stock issued for restricted stock units
Common stock issued for restricted stock units, shares		5,104
Dividends on Series A preferred stock					(25,768)	(25,768)
Balance at Jun. 30, 2022		$ 93	4,819,916		(7,126,082)	(2,306,073)
Balance, shares at Jun. 30, 2022	1,213	9,323,199
Warrants issued for financing costs			92,598			92,598
Stock-based compensation			23,667			23,667
Net loss					(998,425)	(998,425)
Common stock issued for conversion of convertible debt		$ 1	588,523			$ 588,524
Common stock issued for conversion of convertible debt, shares		147,500				0
Common stock issued for restricted stock units
Common stock issued for restricted stock units, shares		1,045
Dividends on Series A preferred stock					(19,473)	(19,473)
Common stock issued for cash		$ 14	10,031,401			10,031,415
Common stock issued for cash, shares		1,409,771
Warrants exercised for cash		$ 14	14,084			14,098
Warrants exercised for cash, shares		1,409,771
Common stock issued for exercise of warrants with settlement of notes payable		$ 9	576,467			576,476
Common stock issued for exercise of warrants with settlement of notes payable, shares		857,780
Common shares issued for dividends on and conversion of Series A preferred stock		$ 5	402,064			402,069
Common shares issued for dividends on and conversion of Series A preferred stock, shares	(1,213)	437,327
Balance at Sep. 30, 2022		$ 136	16,548,719		(8,143,980)	8,404,875
Balance, shares at Sep. 30, 2022		13,586,393
Balance at Dec. 31, 2022		$ 136	16,572,622		(8,894,889)	7,677,869
Balance, shares at Dec. 31, 2022		13,603,129
Warrants issued for financing costs			99,543			99,543
Financing fees allocated to warrants			(8,727)			(8,727)
Common stock issued for conversion of accrued interest and principal		$ 1	104,546			104,547
Common stock issued for conversion of accrued interest and principal, shares		50,998
Stock-based compensation			8,333			8,333
Net loss					(975,097)	(975,097)
Balance at Mar. 31, 2023		$ 137	16,776,317		(9,869,986)	6,906,468
Balance, shares at Mar. 31, 2023		13,654,127
Balance at Dec. 31, 2022		$ 136	16,572,622		(8,894,889)	7,677,869
Balance, shares at Dec. 31, 2022		13,603,129
Net loss						$ (4,952,223)
Common stock issued for conversion of convertible debt, shares						2,380,996
Common stock issued for cash						$ 10,031,415
Common stock issued for cash, shares		2,380,996
Balance at Sep. 30, 2023		$ 160	19,456,701		(13,847,112)	5,609,749
Balance, shares at Sep. 30, 2023		15,999,125
Balance at Mar. 31, 2023		$ 137	16,776,317		(9,869,986)	6,906,468
Balance, shares at Mar. 31, 2023		13,654,127
Common stock issued for conversion of accrued interest and principal		$ 18	2,163,974			2,163,992
Common stock issued for conversion of accrued interest and principal, shares		1,827,911
Stock-based compensation			49,522			49,522
Net loss					(2,184,372)	(2,184,372)
Balance at Jun. 30, 2023		$ 155	18,989,813		(12,054,358)	6,935,610
Balance, shares at Jun. 30, 2023		15,482,038
Stock-based compensation			37,583			37,583
Net loss					(1,792,754)	(1,792,754)
Common stock issued for conversion of convertible debt		$ 5	429,305			$ 429,310
Common stock issued for conversion of convertible debt, shares		502,087				502,087
Common stock issued for restricted stock units
Common stock issued for restricted stock units, shares		15,000
Stock based compensation, shares
Common stock issued for cash, shares		502,087
Balance at Sep. 30, 2023		$ 160	$ 19,456,701		$ (13,847,112)	$ 5,609,749
Balance, shares at Sep. 30, 2023		15,999,125

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,952,223)	$ (2,277,539)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	4,828	4,484
Change in fair value of derivative liabilities	(2,118,175)	(94,025)
Amortization of debt discount and finance fees	1,654,724	885,505
Gain on marketable securities	(1,744)
Change in fair value of marketable securities	(21,134)
Accrued interest settled with common stock	294,927
Loss on settlement of convertible debt	477,221
Gain on settlement of accounts payable		(328,687)
Gain on forgiveness of Paycheck Protection Program note payable		(73,007)
Gain on interest relief on conversion of notes payable		12,625
Stock-based compensation	95,438	356,733
Changes in operating assets and liabilities:
Accrued interest income	(12,435)
Contracts receivable		(5,954)
Prepaid expenses	(8,956)	(158,276)
Operating lease right of use asset
Accounts payable and accrued expenses	63,255	(392,473)
Accounts payable and accrued expenses - related parties	(12,500)
Accrued interest payable	106,578	5,727
Accrued interest payable - related parties	(98,135)	38,286
Change in operating lease asset and liability	9,358	(3,986)
Net cash used in operating activities	(4,518,973)	(2,030,587)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in marketable securities	(2,977,714)
Proceeds from disposition of marketable securities	80,000
Purchase of equipment	(19,046)
Net cash used in investing activities	(2,916,760)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares and exercise of warrants		10,045,513
Proceeds from note payable-related party		50,000
Repayment of note payable-related party	(685,473)	(50,000)
Proceeds from convertible notes payable and warrants	3,935,000	600,715
Payment for finance costs related to convertible note payable	(345,000)
Net cash provided by financing activities	2,904,527	10,646,228
Net change in cash and cash equivalents	(4,531,206)	8,615,641
Cash and cash equivalents, beginning of period	8,417,203	504,749
Cash and cash equivalents, end of period	3,885,997	9,120,390
Cash paid for:
Interest	102,373	17,489
Income taxes
Supplemental non-cash financing activities:
Common stock issued for conversion of accrued interest		16,340
Common stock issued for settlement of debt	2,697,849	588,524
Common stock issued for exercise of warrants with settlement of notes payable		576,476
Common stock issued for dividend payable		402,067
Warrants issued for financing fees	90,816
Initial recognition of right of use asset and liability	$ 365,556

Organization and Liquidity

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Liquidity

Note 1 – Organization and Liquidity

Organization and Line of Business

Liquidity

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

Basis of Consolidation

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

Cash and Cash Equivalents

Schedule of Cash and Cash Equivalents

	September 30,		December 31,
	2023		2022
Cash	$	2,867,519	$	5,411,378
Money market funds		1,018,478		3,005,825
Total cash and cash equivalents	$	3,885,997	$	8,417,203

Marketable Securities

Fair Value of Financial Instruments

	●	Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

	●	Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

	●	Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

September 30, 2023	Level 1		Level 2		Level 3		Carrying Value
Assets
Marketable Securities:
United States Treasury Bonds	$	2,920,592	$	-	$	-	$	2,920,592
Liabilities
Derivative Liability - Warrants	$	-	$	-	$	497,157	$	497,157
Derivative Liability - Accelerated feature		-		-		15,668		15,668
Total Liabilities	$	-	$	-	$	512,825	$	512,825

Derivative Financial Instruments

Research and Development Expenses

Net Loss Per Common Stock

	September 30,		September 30,
	2023		2022
Convertible notes (Note 6)		1,101,830		-
Warrants		1,446,155		20,000
Restricted stock units		168,050		-
		2,716,035		20,000

Recent Accounting Pronouncements

Leases

9 Months Ended

Sep. 30, 2023

Leases

Leases

Note 3 – Leases

The following summarizes the right-of use asset and lease information for the Company’s operating leases:

	2023			2022
	Nine Months Ended
	September 30,
	2023			2022
Operating lease cost	$	83,230		$	52,631
Sublease income		(6,377	)		(4,949	)
Total lease cost	$	76,853		$	47,682

Other information
Cash paid for operating cash flows from operating leases	$	73,884		$	56,617
Right-of-use assets obtained in exchange for new operating lease liability	$	365,556		$	-

Weighted-average remaining lease term — operating leases (year)		4.93			1.05
Weighted-average discount rate — operating leases		10.48	%		10	%

Future non-cancelable minimum lease payments under the operating lease liability as of September 30, 2023, are as follows:

Years Ended December 31,	Lease Ending August 31, 2028			Lease Ending October 31, 2023
	As of September 30, 2023
Years Ended December 31,	Lease Ending August 31, 2028			Lease Ending October 31, 2023
2023 (remaining three months)	$	15,677		$	6,480
2024		91,545			-
2025		94,247			-
2026		97,074			-
2027		99,986			-
2028		68,235			-
Total future minimum lease payments		466,764			6,480
Less: imputed interest		(103,785	)		-
Present value of payments	$	362,979		$	6,480

Notes Payable-Related Party

9 Months Ended

Sep. 30, 2023

Notes Payable-Related Party

Note 4 – Notes Payable-Related Party

Convertible Notes and Notes Payable

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Convertible Notes and Notes Payable

Note 5 – Convertible Notes and Notes Payable

Alto Opportunity Master Fund, SPC

Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 6 – Stockholders’ Equity

Common Stock

During the three and nine months ended September 30, 2023, the Company issued:

	●	502,087 and 2,380,996 shares of common stock to settle $331,800 and $1,925,700 of principal and $54,096 and $294,927 of interest, respectively, on a Convertible Note and incurred $43,414 and $477,221 of loss on settlement, respectively.
	●	15,000 and 15,000 shares of common stock issued for vesting of restricted stock units.

During the three and nine months ended September 30, 2022, the Company issued:

	●	0 and 839 shares of common stock for conversion of $0 and $16,340 of accrued interest, respectively.
	●	1,045 and 11,253 shares of common stock upon vesting of restricted stock units, respectively.
	●	1,409,771 and 1,409,771 shares of common stock upon completion of the Company’s initial public offering for $10,031,415 and $10,031,415, respectively.
	●	147,500 and 147,500 shares of common stock upon settlement of notes payable for $588,524 and $588,524, respectively.
	●	2,267,551 and 2,267,551 shares of common stock upon exercise of warrants to settle notes payable for $590,574 and $590,574, respectively.
	●	336,810 and 336,810 shares of common stock upon conversion of preferred shares and 100,517 to settle dividends payable for $402,068 and $402,068, respectively.

Warrants

A summary of activity regarding all warrants issued for the nine months ended September 30, 2023 were as follows:

Schedule of Warrants Activity

	Number of		Weighted Average		Average
	warrants		Exercise Price		Life (years)
Outstanding, December 31, 2022		356,810	$	3.92		2.79
Granted - Boustead		71,266		2.35		5.00
Granted - Ayrton		1,018,079		2.35		4.00
Outstanding, September 30, 2023		1,446,155	$	2.74		3.03

The intrinsic value of the warrants as of September 30, 2023 is $0. All of the outstanding warrants are exercisable as of September 30, 2023.

Equity Incentive Plan

Restricted Stock Units

A summary of activity regarding the Restricted Stock Units issued follows:

	Number of RSU			Weighted Average Grant Date Fair Value Per RSU
Outstanding, December 31, 2022		99,273		$	15.06
Granted		159,326			1.83
Vested		(90,549	)		-
Outstanding, September 30, 2023		168,050		$	1.98

Derivative Liabilities

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Derivative Liabilities

Note 7 – Derivative Liabilities

Fair Value Assumptions Used in Accounting for Derivative Liabilities

ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.

The key inputs for the Monte Carlo simulation for the nine months ended September 30, 2023, were as follows:

Net cash settlement and down round key valuation inputs – warrants
Annualized volatility	58.91% - 95.99		%
Risk-free interest rate	4.77% - 5.55%
VWAP	0.49 - 0.59
Dividend yield		0	%
Exercise price		2.35
Probability of fundamental transaction		5% - 25	%
Date of fundamental transaction		0.28 years to 3.28 years

*	Based on a Monte Carlo simulation analysis of 75,000 – 100,000 iterations

Acceleration option key valuation inputs
Annualized volatility	17.23% - 54.7	%
Risk-free interest rate	5.16% - 5.55	%
VWAP	0.49 - 0.59
Probability of fundamental transaction	5% - 25	%
Date of fundamental transaction	0 years to 1.45 years

*	Based on a Monte Carlo simulation analysis of 75,000 – 100,000 iterations

The following table summarizes the changes in the derivative liabilities:

Schedule of Derivative Liabilities

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Warrants			Accelerated Feature
Balance - December 31, 2022	$	-		$	-
Addition of new derivatives		1,189,000			1,442,000
Gain on change in fair value		(383,000	)		(858,000	)
Balance - March 31, 2023	$	806,000		$	584,000

Gain on change in fair value		(328,243	)		(106,032	)
Balance - June 30, 2023	$	477,757		$	477,968

(Gain) loss on change in fair value of the derivative		19,400			(462,300	)
Balance - September 30, 2023	$	497,157		$	15,668

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance - December 31, 2021	$	94,025
Gain on change in fair value - warrants		(94,025	)
Balance - September 30, 2022	$	-

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 8 – Subsequent Events

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Basis of Consolidation

Basis of Consolidation

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Schedule of Cash and Cash Equivalents

	September 30,		December 31,
	2023		2022
Cash	$	2,867,519	$	5,411,378
Money market funds		1,018,478		3,005,825
Total cash and cash equivalents	$	3,885,997	$	8,417,203

Marketable Securities

Marketable Securities

Fair Value of Financial Instruments

Fair Value of Financial Instruments

	●	Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

	●	Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

	●	Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

September 30, 2023	Level 1		Level 2		Level 3		Carrying Value
Assets
Marketable Securities:
United States Treasury Bonds	$	2,920,592	$	-	$	-	$	2,920,592
Liabilities
Derivative Liability - Warrants	$	-	$	-	$	497,157	$	497,157
Derivative Liability - Accelerated feature		-		-		15,668		15,668
Total Liabilities	$	-	$	-	$	512,825	$	512,825

Derivative Financial Instruments

Derivative Financial Instruments

Research and Development Expenses

Research and Development Expenses

Net Loss Per Common Stock

Net Loss Per Common Stock

	September 30,		September 30,
	2023		2022
Convertible notes (Note 6)		1,101,830		-
Warrants		1,446,155		20,000
Restricted stock units		168,050		-
		2,716,035		20,000

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

	September 30,		December 31,
	2023		2022
Cash	$	2,867,519	$	5,411,378
Money market funds		1,018,478		3,005,825
Total cash and cash equivalents	$	3,885,997	$	8,417,203

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

September 30, 2023	Level 1		Level 2		Level 3		Carrying Value
Assets
Marketable Securities:
United States Treasury Bonds	$	2,920,592	$	-	$	-	$	2,920,592
Liabilities
Derivative Liability - Warrants	$	-	$	-	$	497,157	$	497,157
Derivative Liability - Accelerated feature		-		-		15,668		15,668
Total Liabilities	$	-	$	-	$	512,825	$	512,825

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

	September 30,		September 30,
	2023		2022
Convertible notes (Note 6)		1,101,830		-
Warrants		1,446,155		20,000
Restricted stock units		168,050		-
		2,716,035		20,000

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases

Schedule of Right-of Use Asset and Lease Information About Operating Lease

The following summarizes the right-of use asset and lease information for the Company’s operating leases:

	2023			2022
	Nine Months Ended
	September 30,
	2023			2022
Operating lease cost	$	83,230		$	52,631
Sublease income		(6,377	)		(4,949	)
Total lease cost	$	76,853		$	47,682

Other information
Cash paid for operating cash flows from operating leases	$	73,884		$	56,617
Right-of-use assets obtained in exchange for new operating lease liability	$	365,556		$	-

Weighted-average remaining lease term — operating leases (year)		4.93			1.05
Weighted-average discount rate — operating leases		10.48	%		10	%

Schedule of Future Non-cancelable Minimum Lease Payments Under the Operating Lease Liability

Future non-cancelable minimum lease payments under the operating lease liability as of September 30, 2023, are as follows:

Years Ended December 31,	Lease Ending August 31, 2028			Lease Ending October 31, 2023
	As of September 30, 2023
Years Ended December 31,	Lease Ending August 31, 2028			Lease Ending October 31, 2023
2023 (remaining three months)	$	15,677		$	6,480
2024		91,545			-
2025		94,247			-
2026		97,074			-
2027		99,986			-
2028		68,235			-
Total future minimum lease payments		466,764			6,480
Less: imputed interest		(103,785	)		-
Present value of payments	$	362,979		$	6,480

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Warrants Activity

A summary of activity regarding all warrants issued for the nine months ended September 30, 2023 were as follows:

Schedule of Warrants Activity

	Number of		Weighted Average		Average
	warrants		Exercise Price		Life (years)
Outstanding, December 31, 2022		356,810	$	3.92		2.79
Granted - Boustead		71,266		2.35		5.00
Granted - Ayrton		1,018,079		2.35		4.00
Outstanding, September 30, 2023		1,446,155	$	2.74		3.03

Schedule of Restricted Stock Units (RSUs)

A summary of activity regarding the Restricted Stock Units issued follows:

	Number of RSU			Weighted Average Grant Date Fair Value Per RSU
Outstanding, December 31, 2022		99,273		$	15.06
Granted		159,326			1.83
Vested		(90,549	)		-
Outstanding, September 30, 2023		168,050		$	1.98

Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Monte Carlo Simulation Assumption

The key inputs for the Monte Carlo simulation for the nine months ended September 30, 2023, were as follows:

Net cash settlement and down round key valuation inputs – warrants
Annualized volatility	58.91% - 95.99		%
Risk-free interest rate	4.77% - 5.55%
VWAP	0.49 - 0.59
Dividend yield		0	%
Exercise price		2.35
Probability of fundamental transaction		5% - 25	%
Date of fundamental transaction		0.28 years to 3.28 years

*	Based on a Monte Carlo simulation analysis of 75,000 – 100,000 iterations

Acceleration option key valuation inputs
Annualized volatility	17.23% - 54.7	%
Risk-free interest rate	5.16% - 5.55	%
VWAP	0.49 - 0.59
Probability of fundamental transaction	5% - 25	%
Date of fundamental transaction	0 years to 1.45 years

*	Based on a Monte Carlo simulation analysis of 75,000 – 100,000 iterations

Schedule of Derivative Liabilities

The following table summarizes the changes in the derivative liabilities:

Schedule of Derivative Liabilities

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Warrants			Accelerated Feature
Balance - December 31, 2022	$	-		$	-
Addition of new derivatives		1,189,000			1,442,000
Gain on change in fair value		(383,000	)		(858,000	)
Balance - March 31, 2023	$	806,000		$	584,000

Gain on change in fair value		(328,243	)		(106,032	)
Balance - June 30, 2023	$	477,757		$	477,968

(Gain) loss on change in fair value of the derivative		19,400			(462,300	)
Balance - September 30, 2023	$	497,157		$	15,668

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance - December 31, 2021	$	94,025
Gain on change in fair value - warrants		(94,025	)
Balance - September 30, 2022	$	-

Organization and Liquidity (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended						9 Months Ended
	Aug. 12, 2016	Jan. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Jan. 11, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net income loss				$ 1,792,754	$ 2,184,372	$ 975,097	$ 998,425	$ 597,275	$ 681,839	$ 4,952,223	$ 2,277,539
Proceeds from issuance or sale of equity			$ 10,022,193
Exercisable price per share		$ 2.35
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercisable price per share												$ 2.35
Institutional Investor [Member] \| Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount		$ 4,300,000
Net proceeds from warrants		$ 3,590,000
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion of stock, shares issued	45,000,000
Sale of stock, percentage of ownership after transaction	100.00%
Net income loss
Common Stock [Member] \| Institutional Investor [Member] \| Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Four year warrant to purchase		1,018,079
Exercisable price per share		$ 2.35

Schedule of Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash	$ 2,867,519	$ 5,411,378
Money market funds	1,018,478	3,005,825
Total cash and cash equivalents	$ 3,885,997	$ 8,417,203

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details)	Sep. 30, 2023 USD ($)
Liabilities
Total Liabilities	$ 512,825
Warrant [Member]
Liabilities
Derivative Liability - Accelerated feature	497,157
Accelerated Feature [Member]
Liabilities
Derivative Liability - Accelerated feature	15,668
US Treasury Securities [Member]
Assets
United States Treasury Bonds	2,920,592
Fair Value, Inputs, Level 1 [Member]
Liabilities
Total Liabilities
Fair Value, Inputs, Level 1 [Member] \| Warrant [Member]
Liabilities
Derivative Liability - Accelerated feature
Fair Value, Inputs, Level 1 [Member] \| Accelerated Feature [Member]
Liabilities
Derivative Liability - Accelerated feature
Fair Value, Inputs, Level 1 [Member] \| US Treasury Securities [Member]
Assets
United States Treasury Bonds	2,920,592
Fair Value, Inputs, Level 2 [Member]
Liabilities
Total Liabilities
Fair Value, Inputs, Level 2 [Member] \| Warrant [Member]
Liabilities
Derivative Liability - Accelerated feature
Fair Value, Inputs, Level 2 [Member] \| Accelerated Feature [Member]
Liabilities
Derivative Liability - Accelerated feature
Fair Value, Inputs, Level 2 [Member] \| US Treasury Securities [Member]
Assets
United States Treasury Bonds
Fair Value, Inputs, Level 3 [Member]
Liabilities
Total Liabilities	512,825
Fair Value, Inputs, Level 3 [Member] \| Warrant [Member]
Liabilities
Derivative Liability - Accelerated feature	497,157
Fair Value, Inputs, Level 3 [Member] \| Accelerated Feature [Member]
Liabilities
Derivative Liability - Accelerated feature	15,668
Fair Value, Inputs, Level 3 [Member] \| US Treasury Securities [Member]
Assets
United States Treasury Bonds

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,716,035	20,000	2,716,035	20,000
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,101,830		1,101,830
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,446,155	20,000	1,446,155	20,000
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	168,050		168,050

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended			9 Months Ended
	Jun. 08, 2023	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash FDIC insured amount		$ 250,000			$ 250,000
Cash, uninsured amount		3,256,000			3,256,000
Marketable securitie outstanding balance		2,920,592			2,920,592
Interest income					56,720	$ 0
Marketable securities realized gain loss					1,744	0
Marketable securities unrealized gain loss					21,134	$ 0
TCG Green Chem Inc [Member]
Project expected cost		1,500,000			$ 1,500,000
Payments to invoices in research and development	$ 300,000		$ 300,000	$ 450,000
Other research and development expense		$ 450,000

Schedule of Right-of Use Asset and Lease Information About Operating Lease (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases
Operating lease cost	$ 83,230	$ 52,631
Sublease income	(6,377)	(4,949)
Total lease cost	76,853	47,682
Other information
Cash paid for operating cash flows from operating leases	73,884	56,617
Right-of-use assets obtained in exchange for new operating lease liability	$ 365,556
Weighted-average remaining lease term - operating leases (year)	4 years 11 months 4 days	1 year 18 days
Weighted-average discount rate - operating leases	10.48%	10.00%

Schedule of Future Non-cancelable Minimum Lease Payments Under the Operating Lease Liability (Details)	Sep. 30, 2023 USD ($)
August 31, 2028 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
2023 (remaining three months)	$ 15,677
2024	91,545
2025	94,247
2026	97,074
2027	99,986
2028	68,235
Total future minimum lease payments	466,764
Less: imputed interest	(103,785)
Present value of payments	362,979
October 31, 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
2023 (remaining three months)	6,480
2024
2025
2026
2027
2028
Total future minimum lease payments	6,480
Less: imputed interest
Present value of payments	$ 6,480

Leases (Details Narrative) - USD ($)		9 Months Ended
Leases (Details Narrative) - USD ($)	Feb. 16, 2023	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Lessee, operating lease, assumptions and judgments, discount rate, description		The interest rate used to determine the present value of our lease ending in October of 2023 was our incremental borrowing rate estimated at 10% when the lease was entered into in 2019. Our new lease beginning in June of 2023, the interest rate used was an equity built up, risk adjusted rate, estimated to be 10.48%, as the interest rate implicit in most of our leases is not readily determinable.
Lessee, operating lease, description		The first is for a monthly payment of $6,480, with a security deposit of $6,480 held for the duration of the lease, and commenced on October 1, 2018, with the first payment made on January 1, 2019
Payments for rent		$ 6,480
Deposits		$ 6,480
Lease expiration date		Oct. 31, 2023
Common area maintenance cost	$ 3,300	$ 3,315
Proceeds from lines of credit		43,234
Security deposit		$ 3,891
New Lease Agreement [Member]
Lessee, Lease, Description [Line Items]
Lessee, operating lease, description	commenced June 1, 2023
Payments for rent	$ 7,206
Rent variable rate	3.00%

Notes Payable-Related Party (Details Narrative) - USD ($)			1 Months Ended	6 Months Ended	9 Months Ended
	Jun. 21, 2021	Dec. 01, 2020	Dec. 31, 2021	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Debt Instrument, Maturity Date, Description			In December of 2021 the maturity dates of these loans were further extended to June 30, 2022. In July of 2022, the notes were extended to June 30, 2023
Interest Paid, Excluding Capitalized Interest, Operating Activities					$ 102,373	$ 17,489
Debt Instrument, Increase, Accrued Interest					$ 0
Officers Spouse [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 120,000	$ 426,243
Related Party Transaction, Rate	7.50%	7.50%
Related Party Transaction, Date		Dec. 31, 2021
Proceeds from (Repayments of) Related Party Debt				$ 685,473
Interest Paid, Excluding Capitalized Interest, Operating Activities				$ 102,373
Related Party Officer [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction		$ 139,229
Related Party Transaction, Rate		7.50%
Related Party Transaction, Date		Dec. 31, 2021

Convertible Notes and Notes Payable (Details Narrative)		3 Months Ended		9 Months Ended
Convertible Notes and Notes Payable (Details Narrative)	Jan. 11, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) shares	Jan. 31, 2023 $ / shares shares
Short-Term Debt [Line Items]
Convertible debt		$ 2,589,300		$ 2,589,300
Warrants to purchase common stock \| shares						1,018,079
Warrants exerciable shares \| $ / shares						$ 2.35
Proceeds from convertible note payable				3,935,000	$ 600,715
Convertible notes payable		10,000,000		10,000,000
Allocation of financing costs				345,000
Legal fees		288,416	$ 70,566	1,072,728	$ 659,958
Interest expense debt		538,302		1,550,479
Accrued interest				0
Amortization of Debt Issuance Costs				1,992,093
Convertible note payable		597,207		597,207
Common Stock [Member]
Short-Term Debt [Line Items]
Debt, principal		$ 331,800		$ 1,925,700
Stock Issued During Period, Shares, New Issues \| shares		502,087	1,409,771	2,380,996	1,409,771
Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Expected years		5 years		5 years
Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Warrants and rights outstanding measurement input		110		110
Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants and rights outstanding measurement input		3.53		3.53
Boustead Securities LLC [Member]
Short-Term Debt [Line Items]
Warrants to purchase common stock \| shares		71,266		71,266
Warrants exerciable shares \| $ / shares		$ 2.35		$ 2.35
Warrant derivative liability		$ 104,245		$ 104,245
Proceeds from convertible note and warrant offering				345,000
Fair value of warrants				99,543
Allocation of financing costs				232,027
Equity warrant as reduction in additional paid in capital		8,727		8,727
Interest expense debt		623,465		1,952,147
Debt, principal		331,800		1,925,700
Accrued interest		54,096		294,927
Boustead Securities LLC [Member] \| Convertible Note [Member]
Short-Term Debt [Line Items]
Fair value of warrants				1,288,543
Debt discount		300,000		300,000
Legal fees				65,000
Interest fee				215,000
Debt principal amount		$ 1,442,000		1,442,000
Interest expense debt				$ 3,310,543
Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Convertible debt	$ 4,300,000
Warrants to purchase common stock \| shares	1,018,079
Warrants exerciable shares \| $ / shares	$ 2.35
Proceeds from convertible note payable	$ 3,935,000
Effective interest rate	366.00%
Debt description	the Alto Convertible Note is convertible into shares of common stock at a price per share equal to the lower of (i) $2.35, (ii) 90% of the three lowest daily VWAPs of the 15 trading days prior to the payment date, or (iii) 90% of the VWAP of the trading day prior to payment date. The noteholder may convert at any time at a fixed price of $2.35 per share
Warrant derivative liability	$ 1,442,000
Debt interest rate	5.00%

Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants Outstanding, Beginning Balance	356,810
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 3.92
Weighted Average Life (Years), Outstanding Ending	3 years 10 days	2 years 9 months 14 days
Number of Warrants Outstanding, Ending Balance	1,446,155	356,810
Weighted Average Exercise Price, Outstanding Ending Balance	$ 2.74	$ 3.92
Boustead [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants Outstanding, Granted	71,266
Weighted Average Exercise Price, Granted	$ 2.35
Weighted Average Life (Years), Granted	5 years
Ayrton [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants Outstanding, Granted	1,018,079
Weighted Average Exercise Price, Granted	$ 2.35
Weighted Average Life (Years), Granted	4 years

Schedule of Restricted Stock Units (RSUs) (Details) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs, Outstanding, Beginning Balance \| shares	99,273
Weighted Average Grant Date Fair Value Per RSU, Beginning Balance \| $ / shares	$ 15.06
Number of Stock Option Outstanding, Granted \| shares	159,326
Weighted Average Exercise Price, Granted \| $ / shares	$ 1.83
Number of RSUs, Vested \| shares	(90,549)
Weighted Average Grant Date Fair Value Per RSU, Vested \| $ / shares
Number of RSUs, Outstanding, Ending Balance \| shares	168,050
Weighted Average Grant Date Fair Value Per RSU, Ending Balance \| $ / shares	$ 1.98

Stockholders’ Equity (Details Narrative) - USD ($)	3 Months Ended				9 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Jan. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for conversion of convertible debt, shares	502,087	0			2,380,996	839
Accrued interest settled with common stock		$ 0				$ 16,340
Loss on settlement of convertible debt	$ 43,414				$ 477,221
Common stock vesting of restricted stock unit		1,045				11,253
Common stock issued for cash		$ 10,031,415			10,031,415
Common stock issued for conversion of convertible debt,value		$ 88,524
Common stock issued for exercise of warrants, shares		2,267,551				2,267,551
Common stock issued for exercise of warrants notes payable, value		$ 590,574				$ 590,574
Number shares issued for conversion of note, Shares		336,810				336,810
Number shares issued for conversion dividends payable, shares						100,517
Number of warrants to purchase							1,018,079
Exercise price per share							$ 2.35
Aggregate intrinsic value of warrants	0				$ 0
Number of shares vested under plan					410,130
Restricted stock award granted value
Share based compensation					$ 95,438	$ 356,733
2018 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, capital shares reserved for future issuance	3,000,000				3,000,000
Number of shares granted under plan					578,180
Alto Convertible Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants to purchase							71,266
Exercise price per share							$ 2.35
Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for conversion of convertible debt, shares	15,000				15,000
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares granted under plan					159,326
Share based compensation					$ 95,438	$ 356,733
Unrecognized compensation cost	$ 257,072				$ 257,072
Restricted Stock Units (RSUs) [Member] \| Directors and Officers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted stock award granted shares					159,326	0
Restricted stock award granted value					$ 291,400	$ 0
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for conversion of convertible debt, shares	502,087	147,500				147,500
Debt instrument periodic payment principal	$ 331,800				1,925,700
Accrued interest settled with common stock	54,096				294,927
Loss on settlement of convertible debt	$ 43,414				$ 477,221
Common stock issued for cash, shares	502,087	1,409,771			2,380,996	1,409,771
Common stock issued for cash		$ 14
Common stock issued for conversion of convertible debt,value						$ 588,524
Common stock issued for dividends payable		$ 402,068				$ 402,068
Restricted stock award granted shares	15,000	1,045	5,104	5,104
Restricted stock award granted value

Schedule of Monte Carlo Simulation Assumption (Details)	9 Months Ended
Schedule of Monte Carlo Simulation Assumption (Details)	Sep. 30, 2023 $ / shares	Jan. 11, 2023 $ / shares
Measurement Input, Price Volatility [Member] \| Minimum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	17.23
Measurement Input, Price Volatility [Member] \| Minimum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	58.91
Measurement Input, Price Volatility [Member] \| Maximum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	54.7
Measurement Input, Price Volatility [Member] \| Maximum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	95.99
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	5.16
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	4.77
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	5.55
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	5.55
Measurement Input Volume Weighted Average Price [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input		1.58
Measurement Input Volume Weighted Average Price [Member] \| Minimum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.49
Measurement Input Volume Weighted Average Price [Member] \| Minimum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.49
Measurement Input Volume Weighted Average Price [Member] \| Maximum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.59
Measurement Input Volume Weighted Average Price [Member] \| Maximum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.59
Measurement Input, Expected Dividend Rate [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0
Measurement Input, Exercise Price [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	2.35
Measurement Input, Default Rate [Member] \| Minimum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	5
Measurement Input, Default Rate [Member] \| Minimum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	5
Measurement Input, Default Rate [Member] \| Maximum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	25
Measurement Input, Default Rate [Member] \| Maximum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	25
Measurement Input, Expected Term [Member] \| Minimum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Term	0 years
Measurement Input, Expected Term [Member] \| Minimum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Term	3 months 10 days
Measurement Input, Expected Term [Member] \| Maximum [Member] \| Equity Option [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Term	1 year 5 months 12 days
Measurement Input, Expected Term [Member] \| Maximum [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Term	3 years 3 months 10 days

Schedule of Derivative Liabilities (Details) - USD ($)	3 Months Ended				9 Months Ended
Schedule of Derivative Liabilities (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain on change in fair value of the derivative	$ 442,900			$ 112,797	$ 2,118,175	$ 94,025
Gain on change in fair value of the derivative	(442,900)			(112,797)	(2,118,175)	(94,025)
Accelerated Feature [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	477,968	$ 584,000
Addition of new derivatives recognized as debt discounts			$ 1,442,000
Gain on change in fair value of the derivative		(106,032)	(858,000)
Gain on change in fair value of the derivative	(462,300)
Ending balance	15,668	477,968	584,000		15,668
Gain on change in fair value of the derivative	462,300
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	477,757	806,000				94,025
Addition of new derivatives recognized as debt discounts			1,189,000
Gain on change in fair value of the derivative		(328,243)	(383,000)
Gain on change in fair value of the derivative	19,400					94,025
Ending balance	497,157	$ 477,757	$ 806,000		$ 497,157
Gain on change in fair value of the derivative	$ (19,400)					$ (94,025)

Derivative Liabilities (Details Narrative)	Sep. 30, 2023 USD ($)	Jan. 31, 2023 USD ($) $ / shares shares	Jan. 11, 2023 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of warrants to purchase \| shares		1,018,079
Exercise price per share \| $ / shares		$ 2.35
Warrants price \| $		$ 1,189,000
Derivative, Fair Value, Net \| $	$ 512,825		$ 2,631,000
Measurement Input Volume Weighted Average Price [Member] \| Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Implied share price \| $ / shares			1.58
Derivative discount percentage			14.00%