Shuttle Pharmaceuticals Holdings, Inc.
For the period ended Aug 13, 2026. Filed Aug 13, 2026.
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Aug 13, 2026 · Filed Aug 13, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a - 101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a - 6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a - 12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
2026 Special Meeting of Stockholders
August 13, 2026
Dear Shareholders,
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Shuttle Pharmaceuticals Holdings, Inc. (“Shuttle Pharma,” the “Company,” “we” or “us”) to be held at 11:00 a.m., Eastern Time, on Thursday, September 3, 2026.
We are very pleased that the Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. The Special Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SHPH2026SM. You will also be able to vote your shares electronically at the Special Meeting.
We are pleased to use the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location.
At the meeting, you will be asked to:
| 1. | Approve, for purposes of Nasdaq Listing Rule 5635, the issuance of the Company’s shares of common stock in connection with the transactions contemplated by that certain Merger Agreement, dated April 30, 2026, pursuant to which the Company acquired United Dogecoin Inc., including shares issuable upon conversion of shares of Series B-1 Preferred Stock and upon the conversion of pre-funded warrants; |
| 2. | Approve, for purposes of Nasdaq Listing Rule 5635, the issuance of the Company’s shares of Common Stock in connection with the transactions contemplated by that certain Securities Purchase Agreement, dated April 30, 2026, including shares issuable upon conversion of shares of Series B-2 Preferred Stock, upon exercise of common stock purchase warrants and upon the conversion of pre-funded warrants; |
| 3. | Approve an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 8,800,000; |
| 4. | Approve an amendment to the Company’s Certificate of Incorporation to change the name of the Company to United Compute Inc.; and |
| 5. | Approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting. |
Only the Company’s stockholders of record at the close of business on August 5, 2026, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting.
You can find more information on each of the matters to be voted on at the Special Meeting in the accompanying Proxy Statement. The board of directors recommends a vote “FOR” each of the matters set forth above.
We have elected to use the full set delivery option available pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934, as amended. Under the full set delivery option, we will deliver the proxy statement and the proxy card (the “Proxy Materials”), to stockholders by mail. In addition to delivery of the Proxy Materials to stockholders, we will post all Proxy Materials on a publicly-accessible website and provide information to stockholders about how to access the website. The Proxy Statement is dated August 13, 2026 and is first being mailed to stockholders on or about August 13, 2026.
Thank you for your ongoing support of Shuttle Pharma.
| Sincerely yours, | |
|---|---|
| /s/ Christopher Cooper | /s/ Ryan Trasolini |
| Christopher Cooper | Ryan Trasolini |
| Co-Chief Executive Officer and Director | Co-Chief Executive Officer |
| Shuttle Pharmaceuticals Holdings, Inc. | Shuttle Pharmaceuticals Holdings, Inc. |
Notice of Special Meeting of Stockholders of Shuttle Pharmaceuticals Holdings, Inc.
| DATE AND TIME | VIRTUAL MEETING | RECORD DATE |
|---|---|---|
| Thursday, September 3, 2026 at 11:00 a.m. ET | This year’s meeting will be held online at: www.virtualshareholdermeeting.com/SHPH2026SM | August 5, 2026 |
| ITEMS OF BUSINESS | BOARD VOTING RECOMMENDATION |
|---|---|
| Proposal No. 1: To approve, for purposes of Nasdaq Listing Rule 5635, the issuance of (a) up to approximately 3,389,337 shares of Shuttle Common Stock in connection with the conversion of shares of Series B-1 Preferred Stock issued pursuant to the transactions contemplated by the Merger Agreement (defined below), (b) pre-funded warrants and up to approximately 12,292,752 shares of Shuttle Common Stock in connection with the exercise of such pre-funded warrants pursuant to the transactions contemplated by the Merger Agreement, (c) up to approximately 108,905 shares of Shuttle Common Stock in connection with the conversion of shares of Series B-1 Preferred Stock issued pursuant to the transactions contemplated by the Second Amendment (defined below), (d) pre-funded warrants and up to approximately 384,431 shares of Shuttle Common Stock in connection with the exercise of such pre-funded warrants pursuant to the transactions contemplated by the Second Amendment, (e) up to approximately 302,475 shares of Shuttle Common Stock in connection with the conversion of 750 shares of Series B-1 Preferred Stock issued and paid to E.F. Hutton & Co. as a financial advisory fee pursuant to the transactions contemplated by the Merger Agreement, and (f) pre-funded warrants and up to approximately 1,106,611 shares of Shuttle Common Stock in connection with the exercise of such pre-funded warrants to E.F. Hutton & Co. as a financial advisory fee pursuant to the transactions contemplated by the Merger Agreement. | FOR |
| Proposal No. 2: To approve, for purposes of Nasdaq Listing Rule 5635, the issuance of (a) up to approximately 927,114 shares of Shuttle Common Stock in connection with the conversion of shares of Series B-2 Preferred Stock issued pursuant to the transactions contemplated by the Securities Purchase Agreement, (b) up to approximately 927,114 shares of Shuttle Common Stock in connection with the exercise of common stock purchase warrants issued pursuant to the transactions contemplated by the Securities Purchase Agreement and (c) pre-funded warrants and up to approximately 3,148,619 shares of Shuttle Common Stock in connection with the exercise of such pre-funded warrants pursuant to the transactions contemplated by the Securities Purchase Agreement. | FOR |
| Proposal No. 3: To approve an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 8,800,000. | FOR |
| Proposal No. 4: To approve an amendment to the Company’s Certificate of Incorporation to change the name of the Company to United Compute Inc. | FOR |
| Proposal No. 5: To approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting. | FOR |
We also will transact such other business that may properly come before the Annual Meeting or at any adjournments or postponements thereof.
This notice, proxy statement and voting instructions are being mailed to stockholders beginning on or about August 13, 2026.
Your vote is important
Regardless of whether you plan to attend the live meeting, we encourage you to vote as soon as possible in one of the following ways:
| VIA THE INTERNET | BY TELEPHONE | BY MAIL | AT THE VIRTUAL MEETING |
|---|---|---|---|
| Visit the web site listed on your proxy card | Call the telephone number on your proxy card | Sign, date, and return your proxy card in the enclosed envelope | Attend the Special Meeting online at www.virtualshareholdermeeting.com/SHPH2026SM |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Thursday, September 3, 2026. A printed copy of the Proxy Statement and proxy card (collectively, the “Proxy Materials”) are first being mailed to stockholders of record entitled to receive notice of the Special Meeting on or about August 13, 2026.
Our Proxy Statement is available on our website at https://shuttlepharma.com/. For further information about the Company, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, as well as other filings made with the Securities and Exchange Commission (the “SEC”).
If your shares are held in the name of a third-party brokerage firm, nominee, or other institution, only that third party may vote your shares. In that case, please promptly contact the third party responsible for your account and give instructions on how your shares should be voted.
In accordance with rules and regulations adopted by the SEC, it is important that your shares be represented and voted, whether or not you plan to attend the Special Meeting. If you are the registered holder of your shares and are receiving a paper copy of the Proxy Materials, you may vote by completing and mailing the proxy card enclosed with the proxy statement. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy. Mailing a proxy card will ensure your shares are represented at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose germane to the Special Meeting for a period of 10 days ending on the day before the Special Meeting during ordinary business hours at our principal place of business at 401 Professional Drive, Suite 260, Gaithersburg, MD 20879, or on a reasonably accessible electronic network as provided by the Company. During the Special Meeting, such list will also be available for examination by clicking the “Resources” button on the screen during the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
| /s/ Christopher Cooper | /s/ Ryan Trasolini |
|---|---|
| Christopher Cooper | Ryan Trasolini |
| Co-Chief Executive Officer and Director | Co-Chief Executive Officer |
| Shuttle Pharmaceuticals Holdings, Inc. | Shuttle Pharmaceuticals Holdings, Inc. |
Dated August 13, 2026
TABLE OF CONTENTS
| PROXY SUMMARY | 1 |
|---|---|
| DESCRIPTION OF UNITED DOGECOIN BUSINESS | 2 |
| RISK FACTORS REGARDING THE UNITED DOGECOIN BUSINESS | 3 |
| FORWARD LOOKING STATEMENTS | 12 |
| PROPOSAL No. 1: | 13 |
| PROPOSAL No. 2: | 16 |
| proposal No. 3: | 18 |
| proposal No. 4: | 20 |
| proposal No. 5: | 21 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22 |
| QUESTIONS AND ANSWERS ABOUT THE MEETING | 23 |
| OTHER MATTERS | 26 |
| EXHIBIT A – MERGER AGREEMENT | A-1 |
| EXHIBIT B – SERIES B-1 CONVERTIBLE PREFERRED STOCK | B-1 |
| EXHIBIT C – FORM OF PRE-FUNDED WARRANT | C-1 |
| EXHIBIT D – FORM OF COMMON WARRANT | D-1 |
| EXHIBIT E – PURCHASE AGREEMENT | E-1 |
| EXHIBIT F – SERIES B-2 CONVERTIBLE PREFERRED STOCK | F-1 |
| EXHIBIT G – AMENDMENT NO. 2 TO 2018 EQUITY INCENTIVE PLAN | G-1 |
| EXHIBIT H – 2018 EQUITY INCENTIVE PLAN, AS AMENDED | H-1 |
| EXHIBIT I – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION | I-1 |
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