Shuttle Pharmaceuticals Amends Merger Milestone, Lowers Mining Rig Target

What Happened

• Shuttle Pharmaceuticals Holdings, Inc. filed an 8-K reporting a First Amendment to the Merger Agreement with its wholly owned subsidiary United Dogecoin Inc., dated August 31, 2026.
• The Amendment changes the definition of the Merestone Event by lowering the required number of "Mining Rigs" to satisfy the milestone from 2,000 to 500. The Merger Agreement originally dated April 30, 2026 had closed on May 6, 2026.
• No other terms of the Merger Agreement were changed; the Amendment adjusts only the threshold for the Milestone Event and does not increase the maximum number of pre-funded warrants (or underlying shares) that could be issuable upon satisfying the milestone.

Key Details

• Amendment date: August 31, 2026; Merger closed: May 6, 2026; original Merger Agreement date: April 30, 2026.
• Mining Rigs threshold reduced from 2,000 to 500.
• The maximum number of pre-funded warrants/shares tied to the milestone remains unchanged.
• Shuttle is seeking parallel amendments to (a) the April 30, 2026 Securities Purchase Agreement (PIPE Financing closed May 6, 2026; issued 1,910 shares of Series B-2 convertible preferred stock and warrants) and (b) the Second Amendment to the Asset Purchase Agreement to align those agreements with this change.

Why It Matters

• Lowering the mining-rig threshold makes the milestone easier to achieve, which could accelerate the triggering of any related milestone-based issuances (such as pre-funded warrants). That timing can affect potential dilution for existing shareholders.
• The company is pursuing approvals to make the same change in related financing and asset agreements; investors should watch for those approvals and any resulting issuances.
• The filing includes standard forward-looking statement caution: actual outcomes may differ and the company undertakes no obligation to update forward-looking statements.