SHUTTLE PHARMACTCLS HLDGS INC SEC Filings

Shuttle Pharmaceuticals Holdings, Inc. held its 2026 annual stockholder meeting, with 3,375,072 shares of common stock represented out of 5,546,309 shares outstanding as of March 25, 2026, establishing a quorum of approximately 60.85%.

Stockholders elected four directors—Christopher Cooper, Adam Chambers, George Scorsis, and Angel Liriano—to serve until the 2027 annual meeting. They also ratified Forvis Mazars, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved on an advisory basis the executive compensation program described in the proxy statement.

Stockholders authorized the board to implement one or more reverse stock splits of the common stock at ratios between 1-for-2 and 1-for-150 at the board’s discretion. A proposal to adjourn the meeting was also approved, although it was ultimately not needed because a quorum was present and all other proposals had sufficient support.

Shuttle Pharmaceuticals Holdings, Inc. reported a net loss of about $2.2 million for the three months ended March 31, 2026, with no revenue and a working capital deficit of approximately $5.8 million. Cash and cash equivalents were $1.09 million, leaving the company dependent on external financing.

In March 2026 Shuttle raised gross proceeds of $3.5 million through an underwritten offering of 2,238,800 common shares and 4,761,200 pre-funded warrants. Management states that existing resources, recent equity raises and a revolving note are still insufficient to fund operations for the next twelve months, and the filing notes substantial doubt about the company’s ability to continue as a going concern.

Shuttle Pharmaceuticals Holdings, Inc. completed its merger with United Dogecoin Inc., making United Dogecoin a wholly owned subsidiary through a Merger Sub structure under Delaware law. United Dogecoin shareholders received 8,403 shares of new Series B-1 convertible preferred stock as merger consideration.

Each Series B-1 share is, upon required stockholder approval, convertible into 4,033 shares of Shuttle common stock at $1.24 per share, subject to a 4.99% beneficial ownership cap, with an option to increase to 19.99%. Former United Dogecoin holders may also receive up to 122,927,528 pre-funded warrants tied to milestone events, if stockholders approve their issuance.

Shuttle closed a $9,550,000 PIPE financing by issuing Series B-2 preferred stock and common warrants, with the B-2 shares convertible into about 9,271,845 common shares at $1.03 per share after stockholder approval, plus potential 31,486,189 pre-funded milestone warrants. The company also amended a prior asset purchase, issuing 270 Series B-1 shares and paying $3,646,642 in cash, alongside potential pre-funded warrants and cancellation of 320,496 common shares. Ryan Trasolini was appointed Co‑CEO, and one independent director resigned. The Series B-1 and B-2 preferred shares are non‑voting, pay no dividends, and will not be listed.

Shuttle Pharmaceuticals Holdings signed a definitive agreement to merge with United Dogecoin Inc., transforming Shuttle into a Dogecoin mining-focused group while keeping its existing business in a subsidiary. United Dogecoin holders will receive 8,000 shares of Series B-1 convertible preferred stock, later convertible into about 32,258,064 common shares, plus up to 118,038,551 pre-funded warrants tied to post-closing milestones.

To support the combination, Shuttle arranged an $11,000,000 PIPE, issuing Series B-2 preferred stock and common warrants, which can convert into about 9,708,738 common shares and additional pre-funded warrants for up to 34,932,064 shares upon achieving milestones. United Dogecoin plans to deploy up to 3,000 ElphaPex rigs targeting up to 43,200 GH/s, or roughly 1.5% of global Dogecoin hash rate. United Dogecoin CEO Ryan Trasolini will become co-CEO of Shuttle.

Shuttle Pharmaceuticals Holdings, Inc. is asking stockholders to vote at a fully virtual annual meeting on May 21, 2026. Investors will elect five directors, ratify Forvis Mazars, LLP as auditor for 2026, and cast an advisory “say‑on‑pay” vote on executive compensation.

The most significant item is Proposal 4, which would authorize the board to implement one or more reverse stock splits of the common stock at ratios ranging from 1‑for‑2 to 1‑for‑150, at its discretion and timing, without reducing the number of authorized shares. The company links this flexibility to maintaining Nasdaq listing compliance after prior reverse splits in 2024 (1‑for‑8) and 2025 (1‑for‑25).

The proxy outlines a refreshed board with three Nasdaq‑independent directors, active audit, compensation, and nominating committees, and an insider trading and clawback policy. It details 2025 pay for current and former executives, including $193,549 in salary for interim CEO Christopher Cooper and equity awards under the 2018 Equity Incentive Plan, which reserves 8,000,000 shares with 204,015 granted as of April 10, 2026.

Shuttle Pharmaceuticals Holdings, Inc. is soliciting votes at its virtual 2026 Annual Meeting on May 21, 2026. Stockholders of record as of March 25, 2026 will vote to elect five directors, ratify Forvis Mazars, LLP as auditor, approve executive compensation (advisory), authorize the Board to amend the Certificate of Incorporation to permit one or more reverse stock splits at ratios from 1-for-2 to 1-for-150, and approve adjournment authority.

The Board recommends FOR all proposals and explains the reverse split range is intended to preserve Nasdaq listing flexibility; timing and final ratio are at the Board’s discretion.

Shuttle Pharmaceuticals Holdings, Inc. reported a net loss of approximately $11.7 million for the year ended December 31, 2025, with no revenue and a working capital deficit of about $7.5 million, raising substantial doubt about its ability to continue as a going concern.

During 2025 the company shifted strategy by acquiring substantially all assets of Molecule.ai, an AI-driven platform for molecular discovery, for total consideration of about $10.1 million, while committing to wind down clinical trials of its lead drug candidate, Ropidoxuridine. Research and development spending rose to $4.1 million, largely tied to clinical trial and wind-down costs, and general and administrative expenses increased to $5.7 million, driven in part by $3.5 million of investor-relations advertising.

Shuttle faced repeated Nasdaq listing deficiencies, executing a 1-for-25 reverse stock split in June 2025 and conducting multiple financings, including a March 2026 underwritten offering that raised gross proceeds of $3.5 million. Stockholders’ equity was $2,254,446 at year-end 2025, below Nasdaq’s $2.5 million requirement, though management believes subsequent capital raises restored compliance.

Shuttle Pharmaceuticals Holdings, Inc. entered into a securities purchase agreement and priced a public offering of 2,238,800 common shares and pre-funded warrants to purchase 4,761,200 common shares for aggregate gross proceeds of about $3.5 million, before fees and expenses. The offering, placed on a reasonable best-efforts basis by E.F. Hutton & Co., closed on March 9, 2026. Pre-funded warrants are immediately exercisable at $0.001 per share, subject to a 4.99% (or 9.99% by election) Beneficial Ownership Limitation. The company plans to use up to $1.5 million of net proceeds for future marketing efforts and the remainder for working capital and general corporate purposes, with 30-day lock-ups for the company and its executives and directors.