Shuttle Pharmaceuticals Holdings, Inc. files regulatory reports that document its clinical-stage pharmaceutical business, Molecule.ai software platform, capital structure and governance. Registration statements and related amendments describe securities offered by the company, risk factors, use-of-proceeds disclosures and security terms, including common stock and pre-funded warrant structures.
Its 8-K reports record material agreements, public-offering activity, preliminary operating results and executive or consulting arrangements. Proxy materials cover annual meeting matters such as director elections, auditor ratification, executive-compensation votes and charter-authority proposals.
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. is asking stockholders to vote at a fully virtual annual meeting on May 21, 2026. Investors will elect five directors, ratify Forvis Mazars, LLP as auditor for 2026, and cast an advisory “say‑on‑pay” vote on executive compensation.
The most significant item is Proposal 4, which would authorize the board to implement one or more reverse stock splits of the common stock at ratios ranging from 1‑for‑2 to 1‑for‑150, at its discretion and timing, without reducing the number of authorized shares. The company links this flexibility to maintaining Nasdaq listing compliance after prior reverse splits in 2024 (1‑for‑8) and 2025 (1‑for‑25).
The proxy outlines a refreshed board with three Nasdaq‑independent directors, active audit, compensation, and nominating committees, and an insider trading and clawback policy. It details 2025 pay for current and former executives, including $193,549 in salary for interim CEO Christopher Cooper and equity awards under the 2018 Equity Incentive Plan, which reserves 8,000,000 shares with 204,015 granted as of April 10, 2026.
Shuttle Pharmaceuticals Holdings, Inc. is soliciting votes at its virtual 2026 Annual Meeting on May 21, 2026. Stockholders of record as of March 25, 2026 will vote to elect five directors, ratify Forvis Mazars, LLP as auditor, approve executive compensation (advisory), authorize the Board to amend the Certificate of Incorporation to permit one or more reverse stock splits at ratios from 1-for-2 to 1-for-150, and approve adjournment authority.
The Board recommends FOR all proposals and explains the reverse split range is intended to preserve Nasdaq listing flexibility; timing and final ratio are at the Board’s discretion.
Shuttle Pharmaceuticals Holdings, Inc. reported a net loss of approximately $11.7 million for the year ended December 31, 2025, with no revenue and a working capital deficit of about $7.5 million, raising substantial doubt about its ability to continue as a going concern.
During 2025 the company shifted strategy by acquiring substantially all assets of Molecule.ai, an AI-driven platform for molecular discovery, for total consideration of about $10.1 million, while committing to wind down clinical trials of its lead drug candidate, Ropidoxuridine. Research and development spending rose to $4.1 million, largely tied to clinical trial and wind-down costs, and general and administrative expenses increased to $5.7 million, driven in part by $3.5 million of investor-relations advertising.
Shuttle faced repeated Nasdaq listing deficiencies, executing a 1-for-25 reverse stock split in June 2025 and conducting multiple financings, including a March 2026 underwritten offering that raised gross proceeds of $3.5 million. Stockholders’ equity was $2,254,446 at year-end 2025, below Nasdaq’s $2.5 million requirement, though management believes subsequent capital raises restored compliance.
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. is offering 2,238,800 shares of common stock and pre-funded warrants to purchase up to 4,761,200 shares of common stock at $0.50 per share and $0.499 per pre-funded warrant, respectively.
The pre-funded warrants are immediately exercisable for $0.001 per share and will not be listed. The offering is being placed on a "best efforts" basis by E.F. Hutton & Co., with expected delivery on or about March 9, 2026. Net proceeds are estimated at approximately $3.04 million, of which up to $1.5 million is intended for marketing and the remainder for working capital and general corporate purposes.
The company completed an asset acquisition of Molecule.ai on November 20, 2025 and committed to discontinue its clinical trials of Ropidoxuridine on November 20, 2025. Preliminary unaudited 2025 results show an expected net loss between $(10.9) million and $(12.1) million; cash and current assets and certain liabilities are presented with working capital deficit expectations as of December 31, 2025.
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. is registering up to 2,229,300 shares of common stock and pre-funded warrants to purchase up to 2,229,300 shares in a best efforts public offering. The assumed public offering price is $1.57 per share or pre-funded warrant, implying up to $3.5 million in gross proceeds and estimated net proceeds of about $3.03 million if fully sold.
The company plans to use up to $1.5 million for future marketing, including a new agreement with IR Agency LLC, and the balance for working capital and general corporate purposes. Shuttle recently acquired the AI-driven Molecule.ai platform and discontinued clinical trials of its lead drug candidate, and it preliminarily estimates a 2025 net loss between $10.9 million and $12.1 million with no revenue.