Shuttle Pharmaceuticals Holdings, Inc. files regulatory reports that document its clinical-stage pharmaceutical business, Molecule.ai software platform, capital structure and governance. Registration statements and related amendments describe securities offered by the company, risk factors, use-of-proceeds disclosures and security terms, including common stock and pre-funded warrant structures.
Its 8-K reports record material agreements, public-offering activity, preliminary operating results and executive or consulting arrangements. Proxy materials cover annual meeting matters such as director elections, auditor ratification, executive-compensation votes and charter-authority proposals.
Shuttle Pharmaceuticals Holdings, Inc. (SHPH) reported a net loss of $5,298,010 and no revenue for the six months ended June 30, 2026, compared with a $6,759,472 net loss and no revenue in the 2025 period. Cash and cash equivalents were $90,238 at June 30, 2026; operating activities used $2,984,949 in cash during the six months.
In May 2026, Shuttle completed its merger with United Dogecoin, but said it had not obtained control as of June 30 because stockholder approval remained outstanding and contractual restrictions limited its authority over United Dogecoin’s operations. Its recorded investment in United Dogecoin was $13,683,474, including $3,897,500 of PIPE proceeds invested to support operations.
Shuttle reported substantial doubt about its ability to continue as a going concern within one year after the statements are issued. Cash and equity-offering proceeds are not expected to fund operations through the next 12 months. Management plans a near-term capital raise targeting between $120 million and $150 million and is in the final stages of negotiating a data center land deal; completion of the financing cannot be guaranteed.
Shuttle Pharmaceuticals Holdings, Inc. (SHPH) amended its Item 3.02 disclosure to state that 9,741,751 pre-funded warrants had been issued as of September 9, 2026. The earlier approximately 16,932,508 figure represented the maximum number of Pre-Funded Warrants that could be issued upon satisfaction of all issuance conditions, not the number issued as of September 9. The amendment made no other changes to the disclosed information.
Shuttle Pharmaceuticals Holdings, Inc. (SHPH) disclosed unregistered equity issuances related to previously approved financing transactions. As of September 14, 2026, the company issued 2,869,595 shares of common stock upon conversion of Series B-1 Preferred Stock and 867,887 shares upon conversion of Series B-2 Preferred Stock, in each case subject to the Preferred Stock’s 4.99% beneficial ownership limitation.
Following stockholder approval on September 9, 2026, the company also issued common stock purchase warrants to buy an aggregate of approximately 927,114 shares of common stock, exercisable for three years at an exercise price of $10.30 per share (post-reverse split), and pre-funded warrants to purchase approximately 16,932,508 shares. These securities were issued in reliance on the Section 4(a)(2) exemption from registration under the Securities Act.
Shuttle Pharmaceuticals Holdings, Inc. (SHPH) reported that at a September 9, 2026 special meeting, stockholders approved several proposals authorizing substantial future issuances of common stock in connection with prior financing and merger-related transactions. As of the August 6, 2026 record date, 1,027,214 common shares were outstanding, and 588,987 shares, or 57.33%, were represented, constituting a quorum.
Stockholders approved, for purposes of Nasdaq Listing Rule 5635, multiple potential issuances tied to the Merger Agreement with United Dogecoin Inc., the Second Amendment to an Asset Purchase Agreement, and a Securities Purchase Agreement, including shares issuable upon conversion of Series B-1 and Series B-2 preferred stock and upon exercise of common stock purchase and pre-funded warrants. They also approved increasing the shares authorized under the 2018 Equity Incentive Plan to 8,800,000 and an amendment to change the company’s name to United Compute Inc. An adjournment proposal was also approved but ultimately not needed.
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.