SHPH 8-K/A
Shuttle Pharmaceuticals Holdings, Inc. (SHPH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
The description of the Merger Agreement, the material terms thereof and related transactions were described in Item 1.01 of the Original 8-K, and incorporated by reference into Item 2.01 of the Original 8-K. Pursuant to Item 9.01 of the Original 8-K, the Company was to file (i) the financial statements of UDC required by Item 9.01(a) and (ii) the pro forma financial information required by Item 9.01(b), in each case as an amendment to the Original 8-K no later than 74 calendar days after the required filing for the Original 8-K.
Subsequent to the filing of the Original 8-K, management of the Company, with and upon consultation of the Company’s financial advisors, determined, among other things, that: (i) UDC does not meet the definition of a business under ASC 805 because at the time of the Closing, it was in the development stage and had no revenue-generating operations, no material or significant tangible or intangible assets, no mining rigs or power/hosting arrangements, and no organized workforce capable of applying substantive processes to inputs; (ii) the merger contemplated by the Merger Agreement would not be accounted for as a business combination under ASC 805; (iii) under the terms of the Merger Agreement, control over the operations of UDC remain with its Board of Directors until such time as the stockholders of the Company vote to approve the issuance of shares of common stock in connection with the conversion of the Series B-1 Preferred Stock issued as consideration for the equity of UDC; (iv) UDC had no material assets to which estimated transaction cost could be allocated; (v) the reverse acquisition model is not applicable because UDC did not obtain control of the Company at the Closing; and (vi) because UDC does not meet the definition of a business under applicable rules of the Securities and Exchange Commission, the historical financial statements required under Rule 3-05 of Regulation S-X and the pro forma financial statements required under Article 11 of Regulation S-X, are not required. Accordingly, the disclosure of the transactions contemplated by the Merger Agreement should not have been filed pursuant to Item 2.01 of Form 8-K.
This Current Report on Form 8-K/A amends the Original 8-K solely to amend and include Item 2.01, Item 9.01(a) and Item 9.01(b), to reflect that the transactions contemplated by the Merger Agreement are not significant and accordingly the historical and pro forma financial information required under those items are not applicable. There are no other modifications or updates to any of the information made in the Original 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable
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: August 17, 2026 | ||
| By: | /s/ Ryan Trasolini | |
| Name: | Ryan Trasolini | |
| Title: | Co-Chief Executive Officer | |