false
0001757499
0001757499
2026-06-25
2026-06-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 25, 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.
Item
7.01 Regulation FD Disclosure.
The
information contained below in Item 8.01 is hereby incorporated by reference into this Item 7.01.
Press
releases relating to such information, which are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, are incorporated
herein by reference. The information in this Item 7.01 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
This report will not be deemed an admission as to the materiality of any information in this Item 7.01 or Exhibits 99.1 and 99.2.
Item
8.01 Other Events.
On
June 25, 2026, United Dogecoin Inc. (the “Company”), a wholly-owned subsidiary of Shuttle Pharmaceuticals Holdings,
Inc. (“Shuttle”), announced that it has initiated an evaluation of proprietary data centre and power generation opportunities
designed to support long-term DOGE mining operations and future artificial intelligence infrastructure workloads. Alongside this exploration,
the Company continues to move toward electrification of its initial ElphaPex miners as the units arrive at United Dogecoin’s hosted
data centre site. The Company is also evaluating opportunities to secure behind-the-meter power generation assets in Idaho, USA and Alberta,
Canada, as it seeks to improve operating economics, increase strategic flexibility and create future opportunities in artificial intelligence
and high-performance computing.
On
June 26, 2026, the Company announced that it has purchased its first fleet of ElphaPex DG1+ mining units, which are expected to be deployed
and fully operational within approximately 60 days, subject to delivery schedules and installation timelines. Additionally, the Company
announced that it has secured its site to operate the units, which will give the Company renewable energy at US$0.064 per kilowatt hour.
Forward
Looking Statements
This
Item 8.01 of this Current Report on Form 8-K may contain “forward-looking statements.” Such statements which are not purely
historical (including, but not limited to statements that contain words such as “will,” “believes,” “plans,”
“anticipates,” “expects,” “intends,” “would,” “could” and “estimates”)
are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future,
including but not limited to, regulatory milestones.
Actual
results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking statements
are made as of the date of this Form 8-K, and neither Shuttle nor the Company assumes any obligation to update the forward-looking statements,
or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by
law. Although Shuttle and the Company believe that the beliefs, plans, expectations and intentions contained in this Form 8-K are reasonable,
there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all
of the information set forth herein and should also refer to the risk factors disclosure outlined in Shuttle’s reports and statements
filed from time-to-time with the Securities and Exchange Commission.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June 25, 2026 |
| 99.2 |
|
Press Release, dated June 26, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document) |
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:
June 30, 2026 |
|
|
| |
By: |
/s/
Ryan Trasolini |
| |
Name: |
Ryan
Trasolini |
| |
Title: |
Co-Chief
Executive Officer |
Exhibit
99.1
United
Dogecoin Advances Data Centre and Power Infrastructure Strategy to Support DOGE Mining and AI Hosting
United
Dogecoin shares insights on its digital infrastructure strategy, aimed at expanding revenue opportunities and supporting long-term shareholder
value creation.
Gaithersburg,
Maryland – (June 25, 2026) – United Dogecoin Inc. (“United Dogecoin” or the “Company”), a Dogecoin
mining and digital infrastructure company driven by industry experts recently acquired by Shuttle
Pharmaceutical Holdings, Inc. (NASDAQ: SHPH) (“Shuttle”) (NASDAQ: SHPH), has initiated an evaluation of proprietary
data centre and power generation opportunities designed to support long-term DOGE mining operations and future AI infrastructure workloads.
Alongside this exploration, the Company continues to move toward electrification of its initial ElphaPex miners as the units arrive at
United Dogecoin’s hosted data centre site, as outlined in the press release dated June 24, 2026.
The
Company is evaluating opportunities to secure behind-the-meter power generation assets in Idaho, USA and Alberta, Canada. The Company
believes that both Idaho and Alberta’s competitive power market, favourable climate conditions, and growing energy infrastructure
make it an attractive jurisdiction for digital asset mining and high-performance computing applications. It also believes that both regions
offer access to low-cost natural gas, renewable generation assets and a regulatory framework supportive of industrial power development.
“Our
objective is to build a durable digital infrastructure platform rather than simply operate mining equipment,” said Ryan Trasolini,
Co-CEO of Shuttle and a founder of United Dogecoin. “Ownership of power and data centre infrastructure has the potential to improve
operating economics, increase strategic flexibility and create future opportunities in AI and high-performance computing. We believe
these jurisdictions offer some of the most compelling environments in North America for this strategy.”
As
demand for artificial intelligence and high-performance computing infrastructure continues to grow, United Dogecoin believes that data
centre ownership may create optionality beyond cryptocurrency mining. Proprietary facilities could potentially support third-party computing
customers and emerging AI workloads, thus creating additional revenue opportunities over time.
In
parallel, United Dogecoin remains focused on energizing its first ElphaPex miners as the units arrive at the Company’s hosting
facility. This milestone represents United Dogecoin’s first step toward establishing a scalable Dogecoin mining operation supported
by low-cost North American energy.
United
Dogecoin’s infrastructure strategy is focused on developing assets that can adapt to evolving market conditions while maximizing
the value of low-cost energy resources. The Company believes that controlling both computing equipment and underlying power infrastructure
may provide a competitive advantage as demand for digital asset mining and AI computing continues to grow.
United
Dogecoin expects to provide additional updates regarding miner deployment, power generation initiatives, and data centre development
as these initiatives progress.
For
more information, please visit https://shuttlepharma.com/investor-relations/press-releases/
Media
and IR contact
info@uniteddogecoin.com
About
United Dogecoin
United
Dogecoin is a Dogecoin mining company built on three foundational advantages: scale, preferential access to best-in-class equipment,
and an industry leading management team. Its mission is to establish and maintain category leadership in the Dogecoin sector through
high-efficiency, low-cost mining operations and strategic coin accumulation, combining operational excellence, consistency and expert
execution to build a robust reserve.
About
Shuttle Pharmaceuticals
Shuttle
(NASDAQ: SHPH) owns a pharmaceutical software AI driven platform for molecular discovery and early-stage drug development. By combining
modern AI techniques with structured scientific workflows, the Molecule.ai platform helps researchers explore the chemical space more
efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements
concerning the completion of the offering. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These
forward-looking statements may include, but are not limited to, the Company and its operations, strategies and plans, integration of
businesses, governance changes, capital expenditures, cash flows and anticipated uses, synergies, opportunities and anticipated future
performance, including the management team and board of directors of the post-acquisition company, financing activities, any future acquisitions
and the maintenance of reserves and related arrangements.
There
are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included
in this release. These include, among others, the risk that the proposed transactions described herein may not be completed in a timely
manner or at all; the risk that Shuttle’s and United Dogecoin’s businesses will not be integrated successfully, synergies
and growth from Shuttle’s acquisition of the Company may not be fully realized or may take longer to realize than expected; potential
adverse reactions or changes to business or employee relationships; failure to obtain or maintain required listing approvals or satisfy
Nasdaq continued listing standards; inability to consummate planned financings on acceptable terms or within expected timeframes; risks
relating to the volatile nature of the price of DOGE and other cryptocurrencies; risks relating to significant legal, commercial, regulatory
and technical uncertainty regarding digital assets generally; risks relating to the treatment of digital assets for U.S. and foreign
tax purposes; risks related to the unknown returns that the Company’s DOGE treasury strategy will generate; risks related to unproven
strategies; the risk that changes in Shuttle’s capital structure and governance could have adverse effects on the market value
of its securities; the ability of Shuttle and the Company to retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on Shuttle’s and the Company’s operating results and business generally; the risk
that the acquisition of the Company by Shuttle could distract management from ongoing business operations or cause Shuttle or the Company
to incur substantial costs; the risk that Shuttle may be unable to reduce expenses or access financing or liquidity; the impact of any
economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause
actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Shuttle’s and
United Dogecoin’s control, including those detailed in Shuttle’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and such other documents of Shuttle filed, or to be filed, with the SEC that are or will be available on
Shuttle’s website at www.shuttlepharma.com and on the website of the SEC at www.sec.gov. All forward-looking statements are based
on assumptions that Shuttle and United Dogecoin believe to be reasonable but that may not prove to be accurate. Any forward-looking statement
speaks only as of the date on which such statement is made, and neither Shuttle nor United Dogecoin undertakes any obligation to correct
or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable
law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press
release.
Exhibit 99.2
United
Dogecoin Purchases Dogecoin Miners and Secures Renewable Energy Data Centre Site
United
Dogecoin looks to have its miners operational within approximately 60 days, leveraging low-cost, renewable energy, on its path to being
the market’s largest Dogecoin miner by hashrate
Gaithersburg,
Maryland — June 26, 2026 - United Dogecoin Inc. (“United Dogecoin” or the “Company”), a Dogecoin mining
company driven by industry experts recently acquired by Shuttle Pharmaceutical Holdings, Inc. (NASDAQ: SHPH) (“Shuttle”),
has completed two significant milestones on its projected path to market scale and operational excellence.
United
Dogecoin has purchased its first fleet of ElphaPex DG1+ mining units, which the Company believes are among the most powerful and efficient
Dogecoin miners available. Delivering 14.4 GH/s per unit at a highly competitive efficiency, the DG1+ represents the cutting edge of
Scrypt mining hardware, purpose-built for large-scale Dogecoin and Litecoin operations. The fleet is expected to be deployed and fully
operational within approximately 60 days, subject to delivery schedules and installation timelines.
Additionally,
United Dogecoin has secured its site, which will give the Company renewable energy at the competitive rate of US$0.064 per kilowatt hour.
The hydroelectric energy supplied at the site anchors United Dogecoin with a cost-effective and environmentally responsible energy source
for all of its mining operations. The Company believes that securing reliable, low-cost energy is a critical component of successful
digital asset mining operations.
“We
are quickly ramping up operations on our path to becoming the largest Dogecoin miner by hashrate,” said Ryan Trasolini, Co-Chief
Executive Officer of Shuttle and founder of United Dogecoin. “In approximately 60 days, our miners are expected to be online, leveraging
renewable power and establishing a foundation for future growth.”
The
initial deployment is expected to mark the beginning of United Dogecoin’s direct participation in Dogecoin network mining.
About
United Dogecoin
United
Dogecoin is a Dogecoin mining company built on three foundational advantages: scale, preferential access to best-in-class equipment,
and an industry leading management team. Its mission is to establish and maintain category leadership in the Dogecoin sector through
high-efficiency, low-cost mining operations and strategic coin accumulation, combining operational excellence, consistency and expert
execution to build a robust reserve.
About
Shuttle Pharmaceuticals
Shuttle
(NASDAQ: SHPH) owns a pharmaceutical software Al driven platform for molecular discovery and early-stage drug development. By combining
modern Al techniques with structured scientific workflows, the Molecule.ai platform helps researchers explore the chemical space more
efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development.
Media
and IR contact
info@uniteddogecoin.com
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements.” The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words.
These
forward-looking statements may include, but are not limited to, the Company and its operations, strategies and plans, integration of
businesses, governance changes, capital expenditures, cash flows and anticipated uses, synergies, opportunities and anticipated future
performance, financing activities, any future acquisitions and the maintenance of reserves and related arrangements.
There
are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included
in this release. These include, among others, the risk that the proposed transactions described herein may not be completed in a timely
manner or at all; the risk that Shuttle’s and United Dogecoin’s businesses will not be integrated successfully, synergies
and growth from Shuttle’s acquisition of the Company may not be fully realized or may take longer to realize than expected; potential
adverse reactions or changes to business or employee relationships; failure to obtain or maintain required listing approvals or satisfy
Nasdaq continued listing standards; inability to consummate planned financings on acceptable terms or within expected timeframes; risks
relating to the volatile nature of the price of DOGE and other cryptocurrencies; risks relating to significant legal, commercial, regulatory
and technical uncertainty regarding digital assets generally; risks relating to the treatment of digital assets for U.S. and foreign
tax purposes; risks related to the unknown returns that the Company’s DOGE treasury strategy will generate; risks related to unproven
strategies; the risk that changes in Shuttle’s capital structure and governance could have adverse effects on the market value
of its securities; the ability of Shuttle and the Company to retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on Shuttle’s and the Company’s operating results and business generally; the risk
that the acquisition of the Company by Shuttle could distract management from ongoing business operations or cause Shuttle or the Company
to incur substantial costs; the risk that Shuttle may be unable to reduce expenses or access financing or liquidity; the impact of any
related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that
could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Shuttle’s
and United Dogecoin’s control, including those detailed in Shuttle’s Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, and such other documents of Shuttle filed, or to be filed, with the SEC that are or will be available
on Shuttle’s website at www.shuttlepharma.com and on the website of the SEC at www.sec.gov. All forward-looking statements
are based on assumptions that Shuttle and United Dogecoin believe to be reasonable but that may not prove to be accurate. Any forward-looking
statement speaks only as of the date on which such statement is made, and neither Shuttle nor United Dogecoin undertakes any obligation
to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required
by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date of this press release.
