Business Context and Reporting Period
This Form 8-K reports on the Special Meeting of Stockholders held by Shuttle Pharmaceuticals Holdings, Inc. on September 9, 2026. The filing details the voting results for five proposals related to capital structure changes, equity plan amendments, and a corporate name change.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
As of the record date (August 6, 2026), 1,027,214 shares of Common Stock were outstanding. Approximately 57.33% of shares were represented at the meeting, establishing a quorum. All five proposals were approved:
- Proposal 1: Approved issuance of up to approximately 3,389,337 shares of Common Stock and related pre-funded warrants for the conversion of Series B-1 Preferred Stock connected to a Merger Agreement with United Dogecoin Inc. and a Second Amendment to an Asset Purchase Agreement. This also included shares issued as financial advisory fees to E.F. Hutton & Co.
- Proposal 2: Approved issuance of up to approximately 927,114 shares of Common Stock and related warrants for the conversion of Series B-2 Preferred Stock and exercise of warrants under a Securities Purchase Agreement dated April 30, 2026.
- Proposal 3: Approved an amendment to the 2018 Equity Incentive Plan to increase the authorized share count to 8,800,000.
- Proposal 4: Approved an amendment to the Certificate of Incorporation to change the company name to United Compute Inc.
- Proposal 5: Approved the adjournment of the meeting, though it was deemed unnecessary as all other proposals passed.
Guidance, Outlook, and Risks
The filing does not provide management commentary, financial guidance, or specific risk factors. The primary operational change indicated is the rebranding to United Compute Inc. and the execution of equity issuances tied to the United Dogecoin Inc. merger and related financing agreements.
Investor Verification Checklist
- Verify the final share count post-conversion of Series B-1 and B-2 Preferred Stock.
- Confirm the effective date of the name change to United Compute Inc. and the new ticker symbol (if applicable).
- Review the Definitive Proxy Statement (Schedule 14A) filed on August 13, 2026, for detailed terms of the Merger Agreement with United Dogecoin Inc.
- Assess the dilution impact of the newly authorized 8,800,000 shares under the amended Equity Incentive Plan.