Shuttle Pharma completes $9.6M merger with United Dogecoin, closes $9.6M PIPE financing

Shuttle filed certificates of designation for two new classes of convertible preferred stock: Series B-1 and Series B-2. Neither class has voting rights or dividend rights. The Series B-2 Preferred Stock contains anti-dilutive features. There is no established public trading market for either series and the company does not intend to list them on any exchange.

The company disclosed completion of an acquisition or disposition of assets under Item 2.01. The filing references Item 1.01 for substantive details about the transaction and closing, but Item 1.01 content is not provided in this excerpt.

The company issued equity securities without SEC registration, using the private placement exemption under Section 4(a)(2) of the Securities Act. The specific terms, amount, and recipients are referenced in Item 1.01 which is not included in this excerpt.

The company disclosed a material modification to the rights of security holders under Item 3.03. The specific details of this modification are referenced in Item 1.01 of the same 8-K filing, which is not included in the provided text. This type of disclosure typically involves changes to shareholder rights, such as amendments to articles of incorporation, bylaws, or terms of securities that could affect voting rights, dividend rights, liquidation preferences, or other material shareholder protections.

Ryan Trasolini, who has been CEO of the Company since December 2025, was appointed Co-Chief Executive Officer of Shuttle following the completion of a merger. No formal employment agreement has been executed as of the filing date. Trasolini is a founding shareholder with prior experience as an active investor in Sesh Products, Inc. since 2020 and US Bitcoin Corporation from 2020 to 2023.

Independent director Oleh Nabyt resigned from the Board effective May 3, 2026. The filing explicitly states the departure was not due to any disagreements with management or the Board regarding operations, policies, or practices.

The company disclosed amendments to its articles of incorporation or bylaws under Item 5.03, but the substantive details are cross-referenced to Item 1.01 of the same 8-K filing. Without the Item 1.01 content provided, the specific nature of the amendments cannot be determined from this excerpt alone.

Shuttle Pharmaceuticals entered into a definitive merger agreement on April 30, 2026, with United Dogecoin, Inc. The merger involves a newly formed subsidiary (Shuttle Merger Sub, Inc.) as the acquisition vehicle. This represents a significant corporate transaction that will likely materially change the company's business operations and structure.

The company executed a securities purchase agreement on April 30, 2026, with multiple investors. This agreement likely involves the issuance of equity securities (potentially including the common warrants and pre-funded warrants also disclosed) to raise capital, which could result in shareholder dilution.

The company created two new series of preferred stock (Series B-1 and Series B-2). These new classes of equity may have preferential rights over common stockholders regarding dividends, liquidation preferences, or voting rights, potentially affecting the value and control dynamics of existing common shares.

The company amended an existing asset purchase agreement with Canadian entities and an individual on April 30, 2026. This is the second amendment to the agreement, suggesting ongoing modifications to the terms of a previously disclosed asset acquisition transaction.