Business Context and Reporting Period
Company: Shuttle Pharmaceuticals Holdings, Inc. (SHPH)
Filing Type: Form 8-K (Current Report)
Date of Report: April 30, 2026
Reporting Period: Events occurring on April 30, 2026, with a closing expected on May 4, 2026.
Shuttle Pharmaceuticals Holdings, Inc. (the "Acquiror") entered into a definitive Merger Agreement to acquire United Dogecoin Inc. (the "Company"). The transaction involves a reverse merger structure where United Dogecoin Inc. will become a wholly-owned subsidiary of Shuttle. Additionally, Shuttle executed a PIPE financing and amended a prior asset purchase agreement.
Key Financial Metrics and Transaction Terms
Transaction Consideration (Merger):
- Instrument: Existing shareholders of United Dogecoin Inc. will receive Series B-1 Convertible Preferred Stock.
- Conversion Ratio: Each share of Series B-1 Preferred Stock converts into 4,033 shares of Shuttle Common Stock.
- Initial Conversion Price: $1.24 per share.
- Beneficial Ownership Limit: 4.99% (or up to 19.99% at holder election).
- Milestone Warrants: Up to 118,038,551 Pre-Funded Warrants exercisable for Shuttle Common Stock upon meeting specific Milestone Events.
PIPE Financing:
- Amount: $11,000,000 raised via Series B-2 Convertible Preferred Stock.
- Conversion Price: $1.03 per share.
- Shares Issuable: Approximately 9,708,738 shares of Shuttle Common Stock upon conversion.
- Warrants: Common Warrants to purchase 100% of underlying shares at $1.03 per share (3-year term).
- Milestone Warrants: Up to 10,679,612 Pre-Funded Warrants (total potential aggregate of 34,932,064 shares) if Milestone Events are achieved.
Asset Purchase Amendment:
- Cash Payment: $3,646,642 paid to Seller (1542770 BC Ltd.) for First and Second Installment Payments.
- Equity Payment: 270 shares of Series B-1 Convertible Preferred Stock issued to Seller.
- Stock Return: Seller to return 320,496 shares of Common Stock previously issued.
- Milestone Warrants: Up to 3,844,314 shares of Common Stock via Pre-Funded Warrants if Milestone Events are met.
Financial Advisor Fees:
- Agent: E.F. Hutton & Co.
- Fee Structure: 8.0% cash fee on gross PIPE proceeds plus 1.00% non-accountable expenses fee.
- Equity Compensation: 750 shares of Series B-1 Preferred Stock (convertible to ~3,024,749 shares) and Pre-Funded Warrants for up to 11,066,114 shares.
Liquidity and Debt: The filing does not provide specific current cash balances, total debt, or liquidity ratios. The transaction is contingent on the successful consummation of the PIPE financing and stockholder approval.
Material Changes and Outlook
Material Changes:
- Corporate Structure: United Dogecoin Inc. will become a direct wholly-owned subsidiary of Shuttle Pharmaceuticals Holdings, Inc.
- Capitalization: Significant dilution expected due to the issuance of Series B-1 and B-2 Preferred Stock, Common Warrants, and Pre-Funded Warrants.
- Management: Ryan Trasolini, CEO of United Dogecoin Inc., will be appointed Co-CEO of Shuttle upon closing.
- Asset Transfer: Shuttle must transfer its existing assets and liabilities to a new subsidiary within 15 business days of closing to separate operations.
Outlook and Management Commentary:
- Closing Date: Expected on Monday, May 4, 2026.
- Conditions Precedent: Closing is subject to stockholder approval for the issuance of common stock upon conversion of preferred stock and Nasdaq listing approval.
- Financial Reporting: United Dogecoin Inc. must deliver audited interim financial statements within 75 days of closing.
- Registration: Shuttle is obligated to file a registration statement for the PIPE shares, with effectiveness required within 15 days of stockholder approval (or 45 days if reviewed by the SEC).
Risks and Contingencies:
- Regulatory Approval: Transaction requires stockholder approval and Nasdaq listing approval.
- Milestone Dependency: A significant portion of the equity consideration (Pre-Funded Warrants) is contingent on achieving undefined "Milestone Events."
- Market Conditions: The PIPE financing was conducted on a "reasonable best-efforts" basis.
Investor Verification Checklist
- Stockholder Approval: Verify the outcome of the shareholder vote required to approve the issuance of shares upon conversion of Series B-1 and B-2 Preferred Stock.
- Milestone Definitions: Review the Merger Agreement (Exhibit 2.1) to understand the specific "Milestone Events" required to trigger the issuance of over 160 million potential Pre-Funded Warrants.
- Nasdaq Listing: Confirm that Shuttle has obtained conditional approval from Nasdaq for the listing of the new securities.
- Financial Statements: Await the audited interim financial statements from United Dogecoin Inc., which are due 75 days post-closing, to assess the target's financial health.
- Registration Statement: Monitor the filing and effectiveness of the registration statement for the PIPE shares to ensure liquidity for PIPE investors.
- Asset Separation: Verify the transfer of Shuttle's existing assets to a new subsidiary as covenanted within 15 business days of closing.