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Shuttle Pharmaceuticals Holdings, Inc. (SHPH) has postponed its previously announced special meeting of stockholders from September 3, 2026, at 11:00 a.m. Eastern Time to September 9, 2026, at 11:00 a.m. Eastern Time, which will be the reconvened special meeting.
The company states that the postponement is to allow additional time to solicit proxies, give stockholders more time to consider the proposals and vote, and provide more time to consider an amendment to the terms of certain Milestone Events described in materials filed on September 1, 2026. Proxy votes must be received by 11:59 p.m. Eastern Time on September 8, 2026, and valid proxies already submitted will remain effective unless changed or revoked before votes are taken at the reconvened meeting.
Shuttle Pharmaceuticals Holdings, Inc. (SHPH) disclosed that on August 31, 2026 it entered into a First Amendment to the Merger Agreement among Shuttle, United Dogecoin Inc. and Shuttle Merger Sub, Inc. This amendment changes the definition of the “Milestone Event” by reducing the number of required Mining Rigs from 2,000 to 500.
The company states that no other Merger Agreement terms were changed, and the maximum number of pre-funded warrants (and underlying common shares) potentially issuable upon achievement of the Milestone Event remains the same. Shuttle is also seeking requisite approvals to make similar Milestone Event amendments in a Securities Purchase Agreement and a related Second Amendment.
Shuttle Pharmaceuticals Holdings, Inc. (SHPH) disclosed that Nasdaq has notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because its Quarterly Report on Form 10-Q for the period ended June 30, 2026 has not been filed with the SEC. Shuttle has 60 calendar days, until October 27, 2026, to submit a plan to regain compliance; if Nasdaq accepts the plan, an exception of up to 180 days from the Form 10-Q due date, to February 22, 2027, may be granted. The notice has no immediate effect on the listing or trading of SHPH, but Nasdaq will flag the company as non-compliant on its market data feeds and list of non-compliant issuers, and the stock will be subject to delisting if compliance is not timely regained. Shuttle states it is working diligently and intends to file the Form 10-Q as soon as practicable.
Shuttle Pharmaceuticals Holdings, Inc. filed a notice that it will not meet the deadline for its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026, citing the inability to timely compile required disclosure information without unreasonable effort or expense. The company expects to file the report within the five‑day grace period permitted under the rules.
Preliminary information indicates major shifts in operating expenses. Research and development expense fell to $0.1 million from $1.0 million year over year, largely from lower subcontractor and compensation costs following headcount reductions and the CSO’s retirement. General and administrative expenses declined to $2.0 million from $2.3 million, mainly due to the non‑recurrence of a $1.0 million investor relations engagement, partly offset by higher amortization on the Molecule.ai developed‑technology intangible. Legal and professional expenses rose by $0.6 million (112%), driven by work related to the merger with United Dogecoin Inc. Other income improved by $0.3 million (150%), primarily from a $2.9 million favorable change in fair value of derivative liabilities, partly offset by a $0.2 million decrease in the change in fair value of convertible notes.
Shuttle Pharmaceuticals Holdings, Inc. amended a previously filed report about its merger with United Dogecoin Inc. to update how the transaction is characterized for accounting and SEC reporting purposes. Management, after consulting financial advisors, concluded that UDC does not meet the definition of a business under ASC 805, as it was in the development stage with no revenue-generating operations, no material tangible or intangible assets, no mining rigs or hosting arrangements, and no organized workforce capable of applying substantive processes to inputs.
Based on this assessment, the merger will not be accounted for as a business combination under ASC 805, the reverse acquisition model is not applicable, and UDC did not obtain control of Shuttle Pharmaceuticals at closing. Control over UDC’s operations remains with UDC’s board of directors until Shuttle’s stockholders vote to approve the issuance of common shares upon conversion of the Series B-1 preferred stock issued as consideration. Because UDC is not a business under applicable SEC rules, the historical financial statements under Rule 3-05 of Regulation S-X and pro forma financial information under Article 11 of Regulation S-X are not required. The amendment revises Items 2.01 and 9.01 of the earlier report to state they are not applicable, with no other changes.
Shuttle Pharmaceuticals Holdings, Inc. plans a 2026 special stockholder meeting held virtually on September 3, 2026 at 11:00 a.m. ET for several transformative approvals. Stockholders are asked to approve, for Nasdaq Listing Rule 5635 purposes, large potential issuances of common stock tied to Shuttle’s completed acquisition of United Dogecoin Inc. and a related Securities Purchase Agreement.
Proposal 1 would authorize conversion of Series B‑1 Preferred Stock and exercise of pre‑funded warrants from the United Dogecoin merger and a prior asset purchase, allowing up to 3,800,717 shares of common stock and pre‑funded warrants exercisable for about 13,783,794 shares, above a 19.99% exchange cap. Proposal 2 seeks similar approval for Series B‑2 Preferred Stock, common warrants, and pre‑funded warrants under the Securities Purchase Agreement.
Stockholders are also asked to increase the 2018 Equity Incentive Plan share reserve to 8,800,000 shares, amend the certificate of incorporation to rename the company United Compute Inc., and approve potential adjournments. The proxy describes United Dogecoin’s early‑stage, power‑intensive Dogecoin/AI infrastructure strategy and extensive business and regulatory risks associated with cryptocurrency mining and digital assets.
Shuttle Pharmaceuticals Holdings, Inc. is calling a virtual special meeting on September 3, 2026 for stockholders of record as of August 5, 2026. Stockholders are asked to approve, for Nasdaq Listing Rule 5635 purposes, large potential issuances of common stock tied to its acquisition of United Dogecoin Inc. and a related Securities Purchase Agreement, including conversions of Series B-1 and Series B-2 Preferred Stock, pre-funded warrants, and common stock purchase warrants.
The meeting also seeks approval to increase shares authorized under the 2018 Equity Incentive Plan to 8,800,000, amend the certificate of incorporation to change the company name to United Compute Inc., and permit possible adjournments. Proposal 1 would allow conversion of Series B-1 Preferred Stock and pre-funded warrants in excess of the 19.99% Exchange Cap, potentially issuing up to approximately 3,800,717 common shares from Series B-1 and pre-funded warrants for an additional 13,783,794 shares, well above the roughly 5,851,290 pre-split shares previously outstanding. The company warns these issuances will dilute existing holders and could pressure the stock price.
HRT Financial LP, a ten percent owner of Shuttle Pharmaceuticals Holdings, Inc., reported open-market sales of a total of 83,149 shares of Common Stock. The sales on July 13–14, 2026 were executed at $4.67 and $4.48 per share, leaving no directly held shares of this security after the transactions.
HRT Financial LP, a ten percent owner of Shuttle Pharmaceuticals Holdings, Inc., reported two open-market purchases of common stock. On July 9, 2026 it bought 8,266 shares at $3.38 per share, and on July 10, 2026 it bought 731 shares at $3.11 per share. Following these transactions, HRT Financial LP directly held 61,271 shares of Shuttle Pharmaceuticals common stock.
HRT Financial LP filed an initial ownership report as a ten percent owner of Shuttle Pharmaceuticals Holdings, Inc. (SHPH). The filing lists direct beneficial ownership of 60,540 shares of Common Stock as of the reported date, without reporting any specific buy or sell transaction.