true
0001757499
0001757499
2026-05-01
2026-05-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 1, 2026
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41488 |
|
82-5089826 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
401
Professional Drive, Suite 260
Gaithersburg,
MD 20879
(Address
of principal executive offices) (Zip Code)
(240)
430-4212
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock $0.00001 per share |
|
SHPH |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
On
May 7, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original
8-K”) to report, among other things, that the Company completed (the “Closing”) its previously announced merger pursuant
to an Agreement and Plan of Merger (the “Merger Agreement”), entered into on April 30, 2026 by and among the Company, Shuttle
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and United Dogecoin Inc., a Delaware corporation
(“UDC”).
The
description of the Merger Agreement, the material terms thereof and related transactions were described in Item 1.01 of the Original
8-K, and incorporated by reference into Item 2.01 of the Original 8-K. Pursuant to Item 9.01 of the Original 8-K, the Company was to
file (i) the financial statements of UDC required by Item 9.01(a) and (ii) the pro forma financial information required by Item 9.01(b),
in each case as an amendment to the Original 8-K no later than 74 calendar days after the required filing for the Original 8-K.
Subsequent
to the filing of the Original 8-K, management of the Company, with and upon consultation of the Company’s financial advisors, determined,
among other things, that: (i) UDC does not meet the definition of a business under ASC 805 because at the time of the Closing, it was
in the development stage and had no revenue-generating operations, no material or significant tangible or intangible assets, no mining
rigs or power/hosting arrangements, and no organized workforce capable of applying substantive processes to inputs; (ii) the merger contemplated
by the Merger Agreement would not be accounted for as a business combination under ASC 805; (iii) under the terms of the Merger Agreement,
control over the operations of UDC remain with its Board of Directors until such time as the stockholders of the Company vote to approve
the issuance of shares of common stock in connection with the conversion of the Series B-1 Preferred Stock issued as consideration for
the equity of UDC; (iv) UDC had no material assets to which estimated transaction cost could be allocated; (v) the reverse acquisition
model is not applicable because UDC did not obtain control of the Company at the Closing; and (vi) because UDC does not meet the
definition of a business under applicable rules of the Securities and Exchange Commission, the historical financial statements required
under Rule 3-05 of Regulation S-X and the pro forma financial statements required under Article 11 of Regulation S-X, are not required.
Accordingly, the disclosure of the transactions contemplated by the Merger Agreement should not have been filed pursuant to Item 2.01
of Form 8-K.
This
Current Report on Form 8-K/A amends the Original 8-K solely to amend and include Item 2.01, Item 9.01(a) and Item 9.01(b), to reflect
that the transactions contemplated by the Merger Agreement are not significant and accordingly the historical and pro forma financial
information required under those items are not applicable. There are no other modifications or updates to any of the information made
in the Original 8-K.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Not
applicable.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses or Funds Acquired
Not
applicable.
(b)
Pro Forma Financial Information
Not
applicable
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC. |
| Dated:
August 17, 2026 |
|
|
| |
By: |
/s/
Ryan Trasolini |
| |
Name: |
Ryan
Trasolini |
| |
Title: |
Co-Chief
Executive Officer |
