United Compute Inc 8-K Filings

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. 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’ wholly owned subsidiary United Dogecoin Inc. is advancing its Dogecoin mining and digital infrastructure strategy. The Company is evaluating proprietary data centre and behind-the-meter power generation opportunities in Idaho and Alberta to support long-term DOGE mining and future AI and high-performance computing workloads.

United Dogecoin has purchased its first fleet of ElphaPex DG1+ mining units, each delivering 14.4 GH/s, and expects them to be deployed and fully operational within approximately 60 days, subject to delivery and installation. It has also secured a renewable, hydroelectric-powered data centre site providing energy at US$0.064 per kilowatt hour, which is intended to underpin low-cost, scalable mining operations and potential third-party AI hosting services.

Shuttle Pharmaceuticals Holdings, Inc. implemented a one-for-ten reverse stock split of its common stock, effective at the start of trading on June 11, 2026. Every ten shares of common stock outstanding before the effective time were automatically reclassified into one share, with no change to the par value.

The reverse split proportionally adjusted the share amounts and exercise or conversion prices of outstanding warrants, restricted stock units, and convertible preferred stock, while leaving the total authorized common and preferred share counts unchanged. No fractional shares were issued; holders entitled to a fraction received one full post-split share instead. Trading on the Nasdaq Capital Market continued on a split-adjusted basis under a new CUSIP number.

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. 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. 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.

Shuttle Pharmaceuticals Holdings, Inc. furnished preliminary, unaudited results for the year ended December 31, 2025, showing no revenue and an estimated net loss between $10.9 million and $12.1 million, compared with an actual net loss of $9.1 million in 2024.

Total operating expenses for 2025 are expected between $10.7 million and $11.9 million, up from $7.7 million, driven mainly by a jump in general and administrative costs to an estimated $5.2 million–$5.8 million versus $1.4 million in 2024, largely due to $3.6 million of investor relations advertising.

Research and development spending is projected in a narrow range around the prior year’s $3.6 million, while legal and professional expenses are expected to decline slightly from $2.7 million. As of December 31, 2025, the company anticipates current assets of about $0.5 million and current liabilities of $1.2 million–$1.3 million, implying a working capital deficit of $0.7 million–$0.8 million, compared with positive working capital of $0.7 million a year earlier.

Shuttle Pharmaceuticals Holdings, Inc. amended its consulting agreement with Number 2 Capital Corp., the entity owned by interim co-Chief Executive Officer Christopher Cooper. The amendment, dated January 29, 2026, extends the agreement’s term to August 1, 2026, effective September 11, 2025.

Under the agreement, the consultant is paid $20,000 per month, is expected to work 40 hours per week, and is subject to standard confidentiality and non-disclosure provisions. Either party may terminate the agreement on 30 days’ notice, or immediately for cause.

Shuttle Pharmaceuticals Holdings, Inc. reported leadership changes. The Board appointed Yuying Liang, CPA as Chief Financial Officer, effective from an engagement under which her firm, Yuying Liang Professional Corp., will provide bookkeeping, accounting, and financial reporting services for a monthly fee of $15,000 plus applicable taxes. Former CFO Chris Cooper will no longer serve as Chief Financial Officer but will continue in his role as Interim Chief Executive Officer.

The company also disclosed that Sachin Pathigoda resigned from the Board of Directors, effective immediately, and stated his resignation was not due to any disagreement with the company’s operations, policies, or practices. The Board has begun a process to identify a new director to fill the vacancy in line with the company’s bylaws and applicable law.

Shuttle Pharmaceuticals Holdings, Inc. disclosed that it entered into a First Amendment to its Asset Purchase Agreement with its Canadian subsidiary, the seller 1542770 BC Ltd., and an individual guarantor on December 23, 2025. Under this amendment, the company accelerated part of the first installment payment by issuing 320,496 shares of common stock on the effective date. These shares were valued at $1.76 per share and represented 19.99% of the issued and outstanding common stock as of the original agreement’s closing date.

The remaining portion of the first installment payment will be paid in cash according to the existing agreement terms. The share issuance was completed on the effective date as an unregistered sale of equity securities, relying on exemptions under Section 4(a)(2), Rule 506(b), and Rule 903 of Regulation S.

Shuttle Pharmaceuticals Holdings, Inc. (SHPH) completed an asset purchase on November 20, 2025, acquiring substantially all assets and certain liabilities of 1542770 BC Ltd. through its wholly owned Canadian subsidiary. The deal combines cash paid at closing with deferred and milestone-based payments.

The purchaser paid $3,000,000 in cash at closing, with additional installments of $3,000,000 due six months after closing and $2,000,000 due one year after closing. The seller may also receive up to two milestone contributions of $1,000,000 each if specified AI drug discovery technology milestones are achieved. Except for the initial cash payment, the remaining consideration can be paid in cash, shares of Shuttle common stock, or a mix of both, at the seller’s election, subject to a cap that any stock issued will not exceed 19.99% of shares outstanding as of the closing date without prior stockholder approval. Any stock issued will be in an unregistered offering relying on private placement and offshore transaction exemptions.

Shuttle Pharmaceuticals Holdings, Inc. entered a release and settlement agreement with Theradex Systems under which it will pay $300,000 as full and final settlement of Theradex-related obligations totaling approximately $557,000. In exchange, both parties release all claims tied to these liabilities and Theradex will wind down the company’s Ropidoxuridine clinical trials in compliance with Food and Drug Administration requirements.

Separately, Shuttle estimates it still owes about $750,000 under five research site agreements with various hospitals. The company has committed to discontinue the Ropidoxuridine trials, immediately halt enrollment, and begin trial closeout. It expects to incur additional winddown expenses, with the vast majority of these charges recorded in the fourth quarter of 2025, though final costs may differ from current estimates.

Shuttle Pharmaceuticals Holdings, Inc. (SHPH) reports that it was out of compliance with Nasdaq’s stockholders’ equity listing rule after disclosing stockholders’ equity of $1,394,161 in its quarterly report for the period ended September 30, 2025, below the $2,500,000 minimum required for the Nasdaq Capital Market. The company states it now believes it has regained compliance based on a private placement completed on November 4, 2025 that raised approximately $2.5 million in gross proceeds before fees and expenses. Nasdaq staff will continue to monitor equity levels, and if the company does not demonstrate compliance with Listing Rule 5550(b)(1) in its next periodic report, its common stock may be subject to delisting.

Shuttle Pharmaceuticals Holdings, Inc. entered a securities purchase agreement for a private placement of a pre-funded warrant to purchase up to 625,156 shares of common stock, delivering approximately $2.5 million in gross proceeds. The transaction closed on November 4, 2025.

The warrant is immediately exercisable at $0.001 per share and includes a beneficial ownership cap of 4.99%, adjustable up to 9.99% with 61 days’ prior notice. The company agreed to file a resale registration statement within 15 days of the agreement date and to have it declared effective within 45 days (or 75 days if reviewed by the SEC). For 15 days after closing, the company agreed not to issue or announce new equity or file other registration statements, except as contemplated.

WestPark Capital acted as placement agent and received a cash fee equal to 4% of gross proceeds.

Shuttle Pharmaceuticals (SHPH) disclosed two material updates. On October 20, 2025, the company signed a binding term sheet to purchase substantially all assets and liabilities of 1542770 BC Ltd. (Molecule) for $10,000,000, payable over time in a mix of cash and SHPH common stock at the company’s determination and tied to milestones. Closing remains subject to definitive agreements, board approval, and due diligence.

Separately, on October 15, 2025, Theradex Systems, the company’s primary CRO, delivered a notice terminating the 2018 master agreement and demanding immediate payment of $1.091 million. The letter cites a contract provision allowing termination for material breach and states Services will cease if payment is not made within 30 days of the letter. Together, the prospective acquisition outlines a strategic transaction, while the CRO action introduces operational and payment pressure until resolved.

Shuttle Pharmaceuticals Holdings, Inc. entered into a material consulting agreement with IR Agency LLC on September 15, 2025. IR Agency will provide marketing and advertising services to communicate information about the company to the financial community, including creating company profiles, distributing media, and building a digital community around the company.

As consideration for these services, the company paid IR Agency $1,450,000 for a two‑month term. The full consulting agreement is referenced as an exhibit to the report.

Shuttle Pharmaceuticals Holdings, Inc. reported changes to its board leadership. On September 12, 2025, Sachin Pathigoda and Angel Liriano were appointed as directors. On September 15, 2025, Mr. Pathigoda became Chairman of the Nominating and Corporate Governance Committee and joined the Audit Committee, while Mr. Liriano became Chairman of the Compensation Committee and joined the Nominating and Corporate Governance Committee. The company also named existing director George Scorsis as Chairman of the Audit Committee. The filing notes there are no family relationships with current directors or executive officers, no related-party transactions requiring disclosure, and no special arrangements or understandings behind the new director appointments.

Shuttle Pharmaceuticals Holdings, Inc. reported that on September 11, 2025, director Joseph Tung resigned from its board of directors. The company stated that Mr. Tung’s resignation was not the result of any disagreement that would require disclosure under the relevant SEC rules, indicating it was not tied to a reportable dispute over company operations, policies, or practices.

Shuttle Pharmaceuticals Holdings, Inc. reported that its Board of Directors appointed Adam Chambers as a director effective September 8, 2025. Mr. Chambers is the principal of Bowery Consulting Group Inc., which is the lender under the Company’s revolving loan agreement dated February 28, 2025, and also a party to a consulting services agreement dated March 21, 2025. The Company states there are no family relationships between Mr. Chambers and any of its directors or executive officers, and, other than the loan and consulting agreements, he has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. The filing also notes there were no arrangements or understandings by which he was appointed to the Board.

Shuttle Pharmaceuticals Holdings, Inc. reported that Steven Richards resigned as a director of the company on August 31, 2025. The company stated that Mr. Richards’ resignation was not due to any disagreements with Shuttle Pharmaceuticals regarding its operations, policies, or practices. The report was signed on behalf of the company by Interim Chief Executive Officer Christopher Cooper.

Shuttle Pharmaceuticals Holdings (NASDAQ:SHPH) has entered into a private placement agreement with an accredited investor on June 20, 2025. The company will sell 21,924 shares of common stock at $3.60 per share and 1,158,953 pre-funded warrants at $3.599 per warrant with a $0.001 exercise price.

The agreement includes a registration rights requirement to file within 10 days and achieve effectiveness within 90-120 days. The company and insiders agreed to a 60-day lock-up period. WestPark Capital served as placement agent, receiving a 4% fee of gross proceeds plus expense reimbursement.