Shuttle Pharmaceuticals Holdings, Inc. 8-K

What Happened

• Shuttle Pharmaceuticals Holdings, Inc. announced it closed the previously announced merger with United Dogecoin Inc. (the “Merger”) on May 6, 2026 following a Merger Agreement dated April 30, 2026. As a result, United Dogecoin became a direct wholly owned subsidiary of Shuttle.
• At closing Shuttle issued a newly designated Series B-1 convertible preferred stock as merger consideration (8,403 shares of Series B-1 Preferred Stock) and completed a PIPE financing that closed May 6, 2026 raising $9,550,000 through issuance of 1,910 shares of Series B-2 Preferred Stock and related common stock purchase warrants.
• The board appointed United Dogecoin CEO Ryan Trasolini as Co‑Chief Executive Officer of Shuttle effective at the merger closing; independent director Oleh Nabyt resigned effective May 3, 2026.

Key Details

• Merger closed: May 6, 2026. Merger Agreement dated April 30, 2026.
• Merger consideration: 8,403 shares of Series B-1 Preferred Stock issued to former United Dogecoin holders; each B‑1 share is convertible (subject to stockholder approval) into 4,033 Shuttle common shares (initial conversion price $1.24), with customary ownership limits (4.99% or elect up to 19.99%).
• PIPE financing: $9,550,000 closed May 6, 2026 via 1,910 shares of Series B-2 Preferred Stock (automatic convertible, subject to approval, into ~9,271,845 common shares at $1.03 per share) plus common warrants exercisable for 3 years at $1.03.
• Contingent Pre‑Funded Warrants: Holders of former United Dogecoin stock and certain PIPE investors may receive large numbers of pre-funded warrants (total potential amounts disclosed) only if specified Milestone Events occur and Shuttle obtains required stockholder approvals.
• Advisor fees: E.F. Hutton & Co. received 750 shares of Series B-1 Preferred Stock (convertible into ~3.02M common shares post‑approval) and up to 11,066,114 Pre‑Funded Warrants tied to milestones.
• Asset sale amendment: Shuttle agreed to pay $3,646,642 and issued 270 Series B‑1 shares to a seller under a Second Amendment to an asset purchase agreement; seller may receive up to 3,844,314 pre‑funded warrants if milestones are met.

Why It Matters

• The filing documents a completed business combination that materially changes Shuttle’s business structure: United Dogecoin is now a wholly owned subsidiary and former owners received preferred equity that can convert into a substantial number of Shuttle common shares if stockholder approvals are obtained.
• The $9.55M PIPE provides near‑term financing, but a large portion of new common shares and many pre‑funded warrants are contingent on future stockholder approvals and achievement of milestone events—important for investors monitoring potential dilution.
• Executive and board changes (Co‑CEO appointment and a director resignation) are in effect as part of the transaction; no formal employment agreement for the new Co‑CEO was reported in the filing.