Shuttle Pharmaceuticals amends United Dogecoin merger milestone terms

Shuttle Pharmaceuticals Holdings, Inc. reported in an 8-K that on August 31, 2026, it and its wholly-owned subsidiary United Dogecoin Inc. signed a First Amendment to their Merger Agreement. United Dogecoin became a wholly-owned subsidiary of the company following the closing on May 6, 2026 of the merger contemplated by the Agreement and Plan of Merger dated April 30, 2026, involving the company, United Dogecoin, and Shuttle Merger Sub, Inc.¹

The amendment's substance is narrow but specific. It changes the definition of "Milestone Event" by cutting the required number of Mining Rigs from 2,000 to 500.¹ The company said no other terms of the Merger Agreement were changed, and the amendment altered only the Milestone Event threshold, not the maximum number of pre-funded warrants or underlying shares issuable upon meeting that milestone.¹

The company disclosed it is also trying to extend the same reduced threshold to two other agreements. These include the Securities Purchase Agreement entered into on April 30, 2026 with accredited investors, under which the company issued 1,910 shares of Series B-2 convertible preferred stock and common stock purchase warrants in a PIPE financing that closed on May 6, 2026, and a Second Amendment to an Asset Purchase Agreement dated November 20, 2025 involving two Canadian entities and an individual, ZhiTian (Andy) Zhang.¹ The company said it is seeking approval from the relevant counterparties to make these parallel changes.¹

The filing includes a standard forward-looking statements notice, cautioning that outcomes could differ based on whether the company succeeds in amending the Securities Purchase Agreement and the Second Amendment on the timeline it is pursuing.¹ The amendment itself is filed as Exhibit 10.1. The report was signed by Co-Chief Executive Officer Chris Cooper on September 1, 2026.