Shuttle Pharmaceuticals Holdings, Inc.

false 0001757499 0001757499 2026-04-30 2026-04-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 SHUTTLE PHARMACEUTICALS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41488 82-5089826 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 401 Professional Drive , Suite 260 Gaithersburg , MD 20879 (Address of principal executive offices) (Zip Code) (240) 430-4212 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 $0.00001 per share SHPH The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐ Item 1.01 Entry Into A Material Definitive Agreement. Merger Agreement General Description of the Merger Agreement On April 30, 2026, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“ Shuttle ” or “ Acquiror ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“ Merger Sub ”) and United Dogecoin Inc., a Delaware corporation (the “ Company ”). The transactions contemplated by the Merger Agreement are referred to herein as the “ Transactions ” and the closing of the Transactions is referred to herein as the “ Closing ”. Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Closing, the Acquiror will file a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware (such time of the filing of the Certificate of Merger, the “ Effective Time ”), in accordance with the General Corporation Law of the State of Delaware. Pursuant to the Certificate of Merger, Merger Sub will be merged with and into the Company (the “ Merger ”), with the Company surviving the Merger as the Surviving Corporation (as defined in the Merger Agreement). As a result of the Merger, the Company will become a direct wholly owned subsidiary of Acquiror. At the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation and all of the debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation. The Closing is expected to occur on Monday, May 4, 2026 (the “ Closing Date ”). Transaction Consideration At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holders of any existing common stock of the Company (the “ Existing Company Common Stock ”): (i) each share of common stock of Merger Sub, issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Company (the “ Company Common Stock ”); and (ii) each share of Existing Company Common Stock of the Company (collectively, the “ Existing Company Stock ”) issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a portion of the Merger Consideration (as defined herein), consisting of a newly designated Series B-1 convertible preferred stock, par value $0.00001 per share, of the Acquiror (the “ Series B-1 Preferred Stock ”), with each holder of such shares receiving, for each share of Existing Company Stock held immediately prior to the Effective Time, a pro rata portion of the Merger Consideration. The shares of Series B-1 Preferred Stock issued in connection with the Merger is referred to as the “ Merger Consideration .” Shuttle intends to file a Certificate of Designations, Preferences, and Rights of the Series B-1 Preferred Stock, immediately prior to the Closing. Subject to the receipt by the Acquiror of stockholder approval (the “ Requisite Approval ”) for the issuance of shares of common stock in connection with the conversion of the Series B-1 Preferred Stock (the “ B-1 Share Conversion ”), each share of Series B-1 Preferred Stock will be convertible into 4,033 shares of common stock of the Acquiror, par value $0.00001 (the “ Acquiror Common Stock ”) with an initial conversion price of $1.24 per share, subject to adjustment and subject to a beneficial ownership limitation of 4.99% (or up to 19.99% at the election of the holder). In addition, holders of Existing Company Stock shall be entitled to receive up to 118,038,551 pre-funded warrants (“ Pre-Funded Warrants ”) exercisable for a like number of shares of Acquiror Common Stock upon the new wholly-owned subsidiary meeting certain Milestone Events (as defined in the Merger Agreement). Such Pre-Funded Warrants will be issuable only in the event the Acquiror obtains the Requisite Approval. Representations and Warranties The Merger Agreement contains a number of representations and warranties made by Acquiror, the Company, and Merger Sub as of the date of the Merger Agreement or other specific dates solely for the benefit of certain of the parties to the Merger Agreement, which in certain cases are subject to specified exceptions and materiality, Company Material Adverse Effect or Acquiror Material Adverse Effect (each as defined in the Merger Agreement), knowledge and other qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement. In the Merger Agreement, the Company made certain customary representations to Acquiror including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) corporate authority, approval and binding effect relating to execution and delivery of the Merger Agreement and other ancillary documents and non-contravention; (3) government approvals; (4) capitalization; (5) financial statements and internal controls; (6) compliance with laws; (7) absence of certain conditions; (8) no undisclosed liabilities; (9) ownership and control of digital assets and other property and equipment; (10) litigation; (11) contracts; (12) employee benefit plans; (13) labor and employment; (14) taxes; (15) intellectual property; (16) data protection and data privacy; (17) information technology; (18) real property; (19) anti-bribery, trade controls compliance; (20) insurance; (21) competition regulation; (22) environmental matters; (23) customers and suppliers; (24) brokers; (25) affiliate agreements; and (26) assets. In the Merger Agreement, Acquiror and Merger Sub made certain customa