Shuttle Pharmaceuticals Holdings, Inc. 8-K

What Happened

• On April 30, 2026 Shuttle Pharmaceuticals Holdings, Inc. (Shuttle) entered into an Agreement and Plan of Merger to merge United Dogecoin, Inc. into a Shuttle subsidiary, with the Closing expected May 4, 2026. At the Effective Time, United Dogecoin common stock will be canceled and its holders will receive Series B-1 convertible preferred stock of Shuttle (the “Merger Consideration”).
• Concurrently, Shuttle signed a Securities Purchase Agreement for an $11,000,000 PIPE financing (Series B-2 preferred) and agreed a placement agency engagement with E.F. Hutton. Shuttle also amended an existing asset purchase agreement to issue Series B-1 shares and pay $3,646,642 to the seller on the Closing Date. United Dogecoin CEO Ryan Trasolini will become Co‑Chief Executive Officer of Shuttle at the Effective Time.

Key Details

• Closing date: expected May 4, 2026; Merger effective upon filing the Certificate of Merger in Delaware.
• Merger consideration: holders of United Dogecoin common stock will receive newly designated Series B-1 preferred stock; each B‑1 share (subject to stockholder approval) convertible into 4,033 shares of Shuttle common stock (initial conversion price $1.24), with customary adjustment and a beneficial ownership limit (4.99% or up to 19.99% elected by holder).
• PIPE financing: $11,000,000 of Series B-2 preferred convertible at $1.03 into ~9,708,738 shares, plus Common Warrants exercisable at $1.03 for three years; Pre-Funded Warrants potentially totaling 10,679,612 shares (and aggregate Milestone Shares up to 34,932,064) tied to milestone events and subject to stockholder approval.
• Advisor and seller considerations: E.F. Hutton to receive 750 shares of Series B-1 (convertible into 3,024,749 common shares subject to approval) and Pre‑Funded Warrants for up to 11,066,114 shares upon milestones; seller to receive 270 Series B-1 shares and up to 3,844,314 Pre‑Funded Warrants upon milestones; placement agent fees = 8% of gross PIPE proceeds + 1% non-accountable fee.

Why It Matters

• The transaction combines United Dogecoin with Shuttle and provides expected near-term financing; however, the deal contemplates issuance of large blocks of convertible preferred shares and numerous warrants that may convert into substantial common shares if stockholder approvals are obtained and milestones are achieved, which could materially increase share count and dilute existing shareholders.
• Several outcomes are contingent on shareholder approvals, Nasdaq conditional listing approval, registration statements becoming effective, and milestone triggers. Investors should watch forthcoming proxy materials, the PIPE closing and registration filings, the May 4 Closing, and any disclosure about milestone achievements or stockholder votes that would enable conversions and warrant issuances.