Business Context and Reporting Period
This Form 8-K, dated May 1, 2026, reports the completion of a merger by Shuttle Pharmaceuticals Holdings, Inc. (Shuttle) with United Dogecoin Inc. (the Company) on May 6, 2026. The filing also details a concurrent PIPE financing, amendments to an asset purchase agreement, and changes to executive leadership.
Key Financial Metrics and Transaction Details
- Merger Consideration: Existing shareholders of United Dogecoin Inc. received 8,403 shares of Shuttle's Series B-1 Convertible Preferred Stock. Each share is convertible into 4,033 shares of Shuttle Common Stock at an initial price of $1.24, subject to a 4.99% beneficial ownership limitation (or up to 19.99% at election).
- Potential Equity Issuance (Merger): Holders of existing stock are entitled to up to 122,927,528 Pre-Funded Warrants upon the achievement of specific Milestone Events, subject to stockholder approval.
- PIPE Financing: Shuttle raised $9,550,000 through the issuance of Series B-2 Convertible Preferred Stock and Common Warrants. The Series B-2 stock is convertible at $1.03 per share into approximately 9,271,845 shares of Common Stock, subject to stockholder approval.
- Potential Equity Issuance (PIPE): PIPE investors may receive up to 31,486,189 Pre-Funded Warrants (Milestone Shares) if three Milestone Events are achieved, subject to stockholder approval.
- Asset Purchase Payment: Shuttle paid $3,646,642 in cash to the Seller under the Second Amendment to the Asset Purchase Agreement and issued 270 shares of Series B-1 Preferred Stock.
- Financial Statements: The filing does not provide current revenue, profit, cash flow, or debt metrics. Financial statements for the acquired business and pro forma information are scheduled to be filed as an amendment within 74 days.
Material Changes Versus Prior Period
The primary material change is the structural transformation of the company via the merger with United Dogecoin Inc., making the latter a wholly-owned subsidiary. Additionally, the capital structure has been significantly altered by the issuance of new Series B-1 and Series B-2 Preferred Stock and the potential issuance of over 154 million Pre-Funded Warrants contingent on future milestones and stockholder approvals.
Guidance, Outlook, and Management Commentary
- Management Changes: Ryan Trasolini, CEO of United Dogecoin Inc., was appointed Co-Chief Executive Officer of Shuttle effective at the Closing. No formal employment agreement was in place as of the filing date.
- Board Changes: Independent director Oleh Nabyt resigned from the Board of Directors on May 3, 2026, effective immediately. The resignation was not due to any disagreement with management.
- Contingencies: Significant portions of the transaction consideration (Pre-Funded Warrants) are contingent upon the achievement of undefined "Milestone Events" and the receipt of stockholder approval for the issuance of common stock upon conversion of preferred shares.
- Risks: The Series B-1 and Series B-2 Preferred Stock have no voting rights, no dividend rights, and no established public trading market. The company does not intend to list these preferred shares on any exchange.
Investor Verification Checklist
- Verify the specific definitions and criteria for the "Milestone Events" required to trigger the issuance of over 154 million Pre-Funded Warrants.
- Confirm the status of the required stockholder approvals for the conversion of Series B-1 and Series B-2 Preferred Stock into common stock.
- Review the upcoming amendment (due within 74 days) for the financial statements of United Dogecoin Inc. and pro forma financial information to assess the combined entity's liquidity and solvency.
- Monitor the filing of the Registration Statement for the PIPE securities, which must be declared effective within 15 to 45 days of stockholder approval.
- Assess the impact of the cash payment of $3,646,642 made under the Asset Purchase Agreement on the company's current cash position.