Shuttle Pharmaceuticals下调United Dogecoin并购里程碑门槛，潜在股份发行更容易触发

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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):
August 31, 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
1.01 Entry Into A Material Definitive Agreement.
On
August 31, 2026, Shuttle Pharmaceuticals Holdings, Inc. (the “Company”) and United Dogecoin Inc. (“United Dogecoin”),
a wholly-owned subsidiary of the Company as a result of the consummation on May 6, 2026 of that certain transaction contemplated by the
Agreement and Plan of Merger dated April 30, 2026 (the “Merger Agreement”), by and among the Company, United Dogecoin and
Shuttle Merger Sub, Inc., entered into a First Amendment to Merger Agreement (the “Amendment”). The Amendment amends the
definition of “Milestone Event” (as defined in the Merger Agreement) by reducing the number of Mining Rigs (as defined in
the Merger Agreement) from 2,000 to 500. No other terms of the Merger Agreement were amended or modified by the Amendment, and only the
threshold for satisfying the Milestone Event has been amended and not the maximum number of pre-funded warrants (or shares of common
stock underlying pre-funded warrants) that would be issuable or issued as a result of satisfying the Milestone Event.
A
copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference herein.
The
Company is seeking to effect similar amendments to the definition of “Milestone Event” (the “Parallel Amendments”)
found in the Company’s:
●
Securities
Purchase Agreement (the “Securities Purchase Agreement”), which it entered into
on April 30, 2026 with certain accredited investors (the “Purchasers”), pursuant
to which the Company issued (i) 1,910 shares of Series B-2 convertible preferred stock, par
value $0.00001 per share and (ii) common stock purchase warrants (the “PIPE Financing”),
which PIPE Financing closed on May 6, 2026; and
●
Second
Amendment (the “Second Amendment”) to Asset Purchase Agreement dated as of November
20, 2025, which it entered into on April 30, 2026 with 1563868 B.C. Ltd., a Canadian limited
corporation and the Company’s wholly owned subsidiary, 1542770 BC Ltd., a Canadian
limited corporation, and ZhiTian (Andy) Zhang.
The
Company is seeking requisite approval from the Purchasers to amend the Securities Purchase Agreement, and from the parties to the Second
Amendment to amend the Second Amendment, to effect the Parallel Amendments.
Forward-Looking
Statements
The
information contained herein may contain statements that are not historical in nature but rather are based on management’s beliefs,
assumptions, expectations, estimates and projections about the future. These statements may be “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, involving a degree of uncertainty and attendant
risk. In the case of all forward-looking statements, actual outcomes and results may differ materially from what the statements predict
or forecast, explicitly or by implication. Factors that could cause or contribute to such differences include, but are not limited to,
the timing and success of the Company’s efforts to amend the Securities Purchase Agreement and the Second Amendment to effect the
Parallel Amendments. The Company undertakes no obligation to revise or update these forward-looking statements to reflect the occurrence
of unanticipated events.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
10.1
First Amendment to Merger Agreement, dated August 31, 2026
104
Cover
Page Interactive Data File - the cover page XBRL tags are 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:
September 1, 2026
By:
/s/
Chris Cooper
Name:
Chris
Cooper
Title:
Co-Chief
Executive Officer

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EX-10.1
2
ex10-1.htm
EX-10.1
Exhibit
10.1
FIRST
AMENDMENT TO MERGER AGREEMENT
This
First Amendment to Merger Agreement (this “
Amendment
”) is made and entered into as of August 31, 2026 (the
“
Effective Date
”) by and between Shuttle Pharmaceutical Holdings, Inc. (“
Acquiror
”)
and United Dogecoin Inc., on its own behalf (the “
Company
”) and as successor-in-interest to Shuttle Merger
Sub Inc. (“
Merger Sub
”; Acquiror, the Company and Merger Sub are collectively referred to herein as the “
Parties
”
and individually as a “
Party
”).
WHEREAS,
the Parties entered into that certain Agreement and Plan of Merger, dated as of April 30, 2026 (the “
Agreement
”;
capitalized terms used in this Amendment shall have the meanings indicated in the Agreement) pursuant to which Merger Sub was merged
with and into the Company as a result of which the Company became a wholly-owned subsidiary of Acquiror; and
WHEREAS,
the Parties desire to amend the Agreement to amend the Milestone Events provided for therein; and
WHEREAS
,
the Parties wish to modify the Agreement solely to the extent set forth herein, and otherwise to reaffirm all other terms, conditions,
rights and obligations under the Agreement.
NOW,
THEREFORE
, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1.
Amendment
to Agreement
. The definition of “Milestone Event” in Section 3.07b of the Agreement is hereby amended by deleting
the number “2,000” from clause (i) of such definition and replacing it with the number “500”.
2.
Effect
of Amendment
. From and after the Effective Date, each reference in the Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein,” or words of like import shall be deemed to refer to the Agreement as amended by this
Amendment.
3.
Ratification
.
Each Party hereby acknowledges and agrees that, after giving effect to this Amendment, the Agreement remains in full force and effect
and is the legal, valid and binding obligation of such Party, enforceable in accordance with its terms.
4.
No
Other Modification
. Except as specifically amended by the terms of this Amendment, this Amendment shall not constitute a waiver,
amendment or modification of any provision of the Agreement and all other terms and conditions set forth in the Agreement shall remain
in full force and effect.
5.
Miscellaneous
.
The provisions of Article X (other than Section 10.08) of the Agreement are hereby incorporated by reference into this Amendment,
mutatis mutandis
, as if fully set forth herein, and shall govern this Amendment.
6.
Entire
Agreement
. This Amendment, together with the Agreement and the Transaction Documents, contains the entire agreement and understanding
of the parties hereto with respect to the subject matter contained therein and may not be contradicted by evidence of any alleged
oral agreement.
7.
Further
Assurances
. Each party to this Amendment agrees to perform any further acts and execute and deliver any documents that may be
reasonably necessary to carry out the provisions of this Amendment.
[
Remainder
of Page Intentionally Left Blank
]
IN
WITNESS WHEREOF
, the parties hereto have duly executed this Amendment to be effective for all purposes as of the date first above
written.
SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.
By:
/s/
Christopher Cooper
Name:
Christopher
Cooper
Title:
Co-Chief
Executive Officer
UNITED
DOGECOIN INC., on behalf of itself and Shuttle Merger Sub, Inc.
By:
/s/
Ryan Trasolini
Name:
Ryan
Trasolini
Title:
Chief
Executive Officer
[Signature
Page to First Amendment to Merger Agreement]