Shuttle Pharma holders approve major share issuances
Shuttle Pharmaceuticals stockholders approved large merger- and financing-related share issuances, a major equity plan increase, and a name change to United Compute Inc.
Rhea-AI Filing Summary
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.
Positive
- Stockholders approved key Nasdaq Listing Rule 5635 proposals enabling merger- and financing-related share issuances, reducing execution risk around the United Dogecoin Inc. and Securities Purchase Agreement transactions.
- Approval to amend the 2018 Equity Incentive Plan increases authorized awards to 8,800,000 shares, giving the company more flexibility to use equity-based compensation.
- Stockholders approved an amendment to change the company’s name to United Compute Inc., aligning the corporate identity with the strategic transactions described.
Negative
- The approved proposals authorize the potential issuance of many millions of new shares (including via preferred stock conversions and warrant exercises) relative to 1,027,214 shares outstanding at the record date, implying significant potential dilution for existing common stockholders.
Insights
Analyzing...
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Common shares outstanding at record date: 1,027,214 shares
Shares represented at meeting: 588,987 shares (57.33%)
Series B-1 conversion shares (Merger Agreement): Up to 3,389,337 shares
+5 more
8 metrics
Common shares outstanding at record date
1,027,214 shares
Common stock outstanding as of August 6, 2026 record date
Shares represented at meeting
588,987 shares (57.33%)
Shares present in person or by proxy at the September 9, 2026 special meeting
Series B-1 conversion shares (Merger Agreement)
Up to 3,389,337 shares
Common stock issuable upon conversion of Series B-1 Preferred under Merger Agreement
Pre-funded warrant exercise shares (Merger Agreement)
Up to 12,292,752 shares
Common stock issuable upon exercise of pre-funded warrants under Merger Agreement
Series B-2 conversion shares
Up to 927,114 shares
Common stock issuable upon conversion of Series B-2 Preferred under Securities Purchase Agreement
Series B-2 warrant exercise shares
Up to 927,114 shares
Common stock issuable upon exercise of common stock purchase warrants under Securities Purchase Agreement
Pre-funded warrant exercise shares (SPA)
Up to 3,148,619 shares
Common stock issuable upon exercise of pre-funded warrants under Securities Purchase Agreement
2018 Equity Incentive Plan authorization
8,800,000 shares
Total common shares authorized for issuance under amended 2018 Equity Incentive Plan
Key Terms
Nasdaq Listing Rule 5635, pre-funded warrants, Series B-1 Preferred Stock, Series B-2 Preferred Stock, +2 more
6 terms
Nasdaq Listing Rule 5635 regulatory
"To approve, for purposes of Nasdaq Listing Rule 5635, the issuance of"
Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.
pre-funded warrants financial
"pre-funded warrants and up to approximately 12,292,752 shares of Shuttle"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Series B-1 Preferred Stock financial
"conversion of shares of Series B-1 Preferred Stock issued pursuant to"
Series B-2 Preferred Stock financial
"conversion of shares of Series B-2 Preferred Stock issued pursuant to"
Securities Purchase Agreement financial
"transactions contemplated by the Securities Purchase Agreement dated April 30, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Merger Agreement financial
"transactions contemplated by the Merger Agreement dated April 30, 2026"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SHPH stockholders approve at the September 9, 2026 special meeting?
Stockholders approved multiple proposals under Nasdaq Listing Rule 5635 to allow substantial common stock issuances tied to preferred stock conversions and warrant exercises, an increase in the 2018 Equity Incentive Plan to 8,800,000 shares, and a name change to United Compute Inc.
What were the voting results on SHPH’s name change to United Compute Inc.?
For the amendment to change the company’s name to United Compute Inc., there were 576,928 votes for, 10,868 against, and 1,191 abstentions, with no broker non-votes. Because a majority of outstanding shares was required, the proposal was approved.
AI-generated analysis. How Rhea-AI works. Not financial advice.
