{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-025082","form_type":"8-K","ticker":"SHPH","cik":"0001757499","company_name":"Shuttle Pharmaceuticals Holdings, Inc.","filed_at":"2025-11-26T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.349232+00:00","generated_at":"2026-05-16T16:32:40.822444+00:00","sec_items":["1.01","2.01","3.02","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Shuttle Pharma acquires AI drug discovery assets for up to $10M; $3M cash paid at close","bullets":["Acquired substantially all assets of 1542770 BC Ltd. for total consideration up to $10M: $3M cash at close, $3M in 6 months, $2M in 1 year, plus up to $2M contingent milestone payments.","Seller may elect to receive future installments in cash or SHPH common stock, capped at 19.99% of outstanding shares without stockholder approval.","Milestone payments of $1M each require: (1) extension of AI platform for drug-target interaction within 3 months, (2) production of Agentic AI mode for automated drug discovery within 6 months.","Transaction closed November 20, 2025; Zhitian (Andy) Zhang remains as Key Consultant under non-compete and consulting agreements."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-025082","json":"https://secwatch.observer/filing/0001493152-25-025082.json","markdown":"https://secwatch.observer/filing/0001493152-25-025082.md","text":"https://secwatch.observer/filing/0001493152-25-025082.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T16:32:40.822444+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"142a1217fc7ef62648aecc4de2735d01b1287f06","claim":"Shuttle Pharmaceuticals Holdings, Inc. completed an acquisition involving 1542770 BC Ltd. for aggregate consideration payable ... consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution (closed 2025-11-20).","evidence_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred Liabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution equal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred\nLiabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution\nequal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred\nLiabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution\nequal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001140361-26-018716","ticker":"GYRE","company_name":"GYRE THERAPEUTICS, INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO","event_type":"m_and_a","sec_items":["2.01","5.03","1.01","3.02","3.03","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018716","json":"https://secwatch.observer/filing/0001140361-26-018716.json","markdown":"https://secwatch.observer/filing/0001140361-26-018716.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred\nLiabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution\nequal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","comparable_excerpt":"Revenue Code of 1986, as\n amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at\n approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm"}},{"accession":"0001731122-26-000653","ticker":"LNAI","company_name":"Lunai Bioworks Inc.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Lunai Bioworks completes merger to acquire CNS patent portfolio; issues $20M Series B Preferred Stock","event_type":"m_and_a","sec_items":["1.01","2.01","9.01","3.01","3.02","3.03","5.03"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001731122-26-000653","json":"https://secwatch.observer/filing/0001731122-26-000653.json","markdown":"https://secwatch.observer/filing/0001731122-26-000653.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/e7595_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred\nLiabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution\nequal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","comparable_excerpt":"preferred\nstock of the Company, designated as “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”), having\nan aggregate stated value (the “Stated Value”) of $20,000,000. The Series B Preferred Stock was allocated five (5) shares\nto Oncotelic (representing 62.5% of the Series B Preferred Stock and an aggregate Stated Value of $12,500,000) and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1527728/000173112226000653/0001731122-26-000653-index.htm"}},{"accession":"0001193125-26-197835","ticker":"BKKT","company_name":"Bakkt, Inc.","filed_at":"2026-04-30T23:59:59+00:00","headline":"Bakkt completes acquisition of DTR; issues ~11.3M shares to sellers including CEO","event_type":"m_and_a","sec_items":["2.01","1.01","3.02","5.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-197835","json":"https://secwatch.observer/filing/0001193125-26-197835.json","markdown":"https://secwatch.observer/filing/0001193125-26-197835.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/0001193125-26-197835-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/d233784d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred\nLiabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution\nequal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","comparable_excerpt":"Purchase Agreement) for purposes of consummating the acquisition of DTR at Closing. At the closing of the acquisition of DTR (the “Closing”), the Company issued an aggregate of 11,316,775 shares (such shares, the “Consideration Shares”) of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), comprised of (A) 31.5% of (i) the aggregate","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1820302/000119312526197835/0001193125-26-197835-index.htm"}},{"accession":"0001104659-26-050956","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-04-29T23:59:59+00:00","headline":"Suncrete completes acquisition of Hope Concrete (10 plants, 88 trucks) for $39.4M + equity","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-050956","json":"https://secwatch.observer/filing/0001104659-26-050956.json","markdown":"https://secwatch.observer/filing/0001104659-26-050956.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/0001104659-26-050956-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/tm2613031d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred\nLiabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution\nequal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","comparable_excerpt":"in its capacity as representative of the Sellers. After giving effect to the\ntransactions contemplated by the Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck\nRollover Securities”) of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”)\nissued to Mr. Mikytuck, (ii) 69,511","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926050956/0001104659-26-050956-index.htm"}},{"accession":"0001437749-26-012942","ticker":"LSF","company_name":"Laird Superfood, Inc.","filed_at":"2026-04-21T23:59:59+00:00","headline":"Laird Superfood acquires Terrasoul for $48M cash plus $5M earnout; Nexus invests $60M in preferred stock","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-012942","json":"https://secwatch.observer/filing/0001437749-26-012942.json","markdown":"https://secwatch.observer/filing/0001437749-26-012942.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1650696/000143774926012942/0001437749-26-012942-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1650696/000143774926012942/lsf20260421_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred\nLiabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution\nequal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","comparable_excerpt":"Interests (as defined in the Terrasoul Acquisition Agreement) which constitute all of the issued and outstanding equity interests of Terrasoul, for a purchase price of (i) $48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and (ii) potential earnout consideration","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1650696/000143774926012942/0001437749-26-012942-index.htm"}},{"accession":"0001213900-26-042811","ticker":"PHGE","company_name":"BiomX Inc.","filed_at":"2026-04-13T23:59:59+00:00","headline":"BiomX accelerates option exercise, acquires 60% stake in DFSL for $750k cash, $3M note","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-042811","json":"https://secwatch.observer/filing/0001213900-26-042811.json","markdown":"https://secwatch.observer/filing/0001213900-26-042811.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/0001213900-26-042811-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/ea0285293-8k_biomx.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred\nLiabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution\nequal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1757499/000149315225025082/0001493152-25-025082-index.htm","comparable_excerpt":"delivery. In consideration for the Purchased Shares, the\nCompany agreed to the following consideration to Mandragola: (i) a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000),\nof which Four Hundred Fifty Thousand ($450,000) was advanced by the Company; (ii) the issuance of an unsecured convertible promissory note in the principal\namount of Three","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042811/0001213900-26-042811-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}