Shuttle Pharmaceuticals walks back merger accounting for United Dogecoin deal

Shuttle Pharmaceuticals Holdings filed a Form 8-K/A on August 17, 2026 to amend a Current Report originally filed May 7, 2026 that had disclosed completion of a merger with United Dogecoin Inc. under an agreement dated April 30, 2026 involving Shuttle Merger Sub, Inc. The Original 8-K reported that the Company completed its previously announced merger pursuant to an Agreement and Plan of Merger entered into on April 30, 2026 by and among the Company, Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and United Dogecoin Inc., a Delaware corporation.¹

The amendment explains that after further review, company management, working with financial advisors, concluded that UDC did not qualify as a business under ASC 805. At the time of closing, UDC was still in a development stage, without revenue generating operations, without meaningful tangible or intangible assets, without any mining equipment or power and hosting arrangements, and without an organized workforce able to carry out substantive operating processes.¹ The filing also noted that control over UDC's operations remains with its own board of directors until Shuttle's stockholders vote to approve share issuance tied to conversion of the Series B-1 Preferred Stock issued as merger consideration, and that UDC had no material assets to which transaction costs could be allocated, while the reverse acquisition model does not apply since UDC never obtained control of Shuttle at closing.¹

As a result, the company said the transaction should not have been reported under Item 2.01 of Form 8-K.¹ The 8-K/A amends Items 2.01 and 9.01(a) and (b) to state that the merger is not significant and that historical or pro forma financial statements are not required.¹ No other information from the original filing was changed.¹