Merger pivots Shuttle Pharmaceuticals (NASDAQ: SHPH) into large Dogecoin miner
Rhea-AI Filing Summary
Shuttle Pharmaceuticals Holdings signed a definitive agreement to merge with United Dogecoin Inc., transforming Shuttle into a Dogecoin mining-focused group while keeping its existing business in a subsidiary. United Dogecoin holders will receive 8,000 shares of Series B-1 convertible preferred stock, later convertible into about 32,258,064 common shares, plus up to 118,038,551 pre-funded warrants tied to post-closing milestones.
To support the combination, Shuttle arranged an $11,000,000 PIPE, issuing Series B-2 preferred stock and common warrants, which can convert into about 9,708,738 common shares and additional pre-funded warrants for up to 34,932,064 shares upon achieving milestones. United Dogecoin plans to deploy up to 3,000 ElphaPex rigs targeting up to 43,200 GH/s, or roughly 1.5% of global Dogecoin hash rate. United Dogecoin CEO Ryan Trasolini will become co-CEO of Shuttle.
Positive
- Strategic capital raise and scale entry into Dogecoin mining: The merger and concurrent $11,000,000 PIPE give Shuttle access to funding and a plan to deploy up to 3,000 ElphaPex rigs targeting up to 43,200 GH/s, approximately 1.5% of global Dogecoin hash rate.
Negative
- Significant potential dilution and business pivot risk: Series B-1 and B-2 preferred stock, plus up to 118,038,551 and 34,932,064 pre-funded warrants tied to milestones, could materially expand Shuttle’s share count while shifting focus from pharmaceuticals to cryptocurrency mining.
Insights
Shuttle pivots into Dogecoin mining via a stock-heavy merger and $11M PIPE.
Shuttle Pharmaceuticals is effectively repositioning itself by acquiring United Dogecoin, exchanging 8,000 Series B-1 preferred shares convertible into about 32.3 million common shares, plus up to 118.0 million pre-funded warrants linked to operational milestones. This substantially reshapes the equity base.
The concurrent $11,000,000 PIPE uses Series B-2 preferred stock, convertible into roughly 9.7 million shares at $1.03, with matching common warrants and additional pre-funded warrants for up to 34.9 million shares. These instruments are subject to stockholder approval and beneficial ownership caps, but still represent significant potential dilution.
On the operating side, United Dogecoin expects to deploy up to 3,000 ElphaPex rigs within 60 days of closing, targeting up to 43,200 GH/s, about 1.5% of current global Dogecoin hash rate. Future SEC filings and the planned proxy statement will be important for detailed terms, timing, and final capital structure after conversions and milestone-driven issuances.
8-K Event Classification
Key Figures
Key Terms
PIPE Financing financial
Series B-1 Convertible Preferred Stock financial
Pre-Funded Warrants financial
hash rate technical
behind-the-meter, renewable energy technical
Section 368(a) of the Code regulatory
UNITED STATES
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FORM
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Item 1.01 Entry Into A Material Definitive Agreement.
Merger Agreement
General Description of the Merger Agreement
On April 30, 2026, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle” or “Acquiror”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shuttle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Shuttle (“Merger Sub”) and United Dogecoin Inc., a Delaware corporation (the “Company”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions” and the closing of the Transactions is referred to herein as the “Closing”.
Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Closing, the Acquiror will file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (such time of the filing of the Certificate of Merger, the “Effective Time”), in accordance with the General Corporation Law of the State of Delaware. Pursuant to the Certificate of Merger, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as the Surviving Corporation (as defined in the Merger Agreement). As a result of the Merger, the Company will become a direct wholly owned subsidiary of Acquiror. At the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation and all of the debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation. The Closing is expected to occur on Monday, May 4, 2026 (the “Closing Date”).
Transaction Consideration
At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holders of any existing common stock of the Company (the “Existing Company Common Stock”): (i) each share of common stock of Merger Sub, issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Company (the “Company Common Stock”); and (ii) each share of Existing Company Common Stock of the Company (collectively, the “Existing Company Stock”) issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a portion of the Merger Consideration (as defined herein), consisting of a newly designated Series B-1 convertible preferred stock, par value $0.00001 per share, of the Acquiror (the “Series B-1 Preferred Stock”), with each holder of such shares receiving, for each share of Existing Company Stock held immediately prior to the Effective Time, a pro rata portion of the Merger Consideration. The shares of Series B-1 Preferred Stock issued in connection with the Merger is referred to as the “Merger Consideration.” Shuttle intends to file a Certificate of Designations, Preferences, and Rights of the Series B-1 Preferred Stock, immediately prior to the Closing.
Subject to the receipt by the Acquiror of stockholder approval (the “Requisite Approval”) for the issuance of shares of common stock in connection with the conversion of the Series B-1 Preferred Stock (the “B-1 Share Conversion”), each share of Series B-1 Preferred Stock will be convertible into 4,033 shares of common stock of the Acquiror, par value $0.00001 (the “Acquiror Common Stock”) with an initial conversion price of $1.24 per share, subject to adjustment and subject to a beneficial ownership limitation of 4.99% (or up to 19.99% at the election of the holder).
In addition, holders of Existing Company Stock shall be entitled to receive up to 118,038,551 pre-funded warrants (“Pre-Funded Warrants”) exercisable for a like number of shares of Acquiror Common Stock upon the new wholly-owned subsidiary meeting certain Milestone Events (as defined in the Merger Agreement). Such Pre-Funded Warrants will be issuable only in the event the Acquiror obtains the Requisite Approval.
Representations and Warranties
The Merger Agreement contains a number of representations and warranties made by Acquiror, the Company, and Merger Sub as of the date of the Merger Agreement or other specific dates solely for the benefit of certain of the parties to the Merger Agreement, which in certain cases are subject to specified exceptions and materiality, Company Material Adverse Effect or Acquiror Material Adverse Effect (each as defined in the Merger Agreement), knowledge and other qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.
In the Merger Agreement, the Company made certain customary representations to Acquiror including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) corporate authority, approval and binding effect relating to execution and delivery of the Merger Agreement and other ancillary documents and non-contravention; (3) government approvals; (4) capitalization; (5) financial statements and internal controls; (6) compliance with laws; (7) absence of certain conditions; (8) no undisclosed liabilities; (9) ownership and control of digital assets and other property and equipment; (10) litigation; (11) contracts; (12) employee benefit plans; (13) labor and employment; (14) taxes; (15) intellectual property; (16) data protection and data privacy; (17) information technology; (18) real property; (19) anti-bribery, trade controls compliance; (20) insurance; (21) competition regulation; (22) environmental matters; (23) customers and suppliers; (24) brokers; (25) affiliate agreements; and (26) assets.
In the Merger Agreement, Acquiror and Merger Sub made certain customary representations and warranties to the Company, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) corporate authority, approval and binding effect relating to execution and delivery of the Merger Agreement and other ancillary documents, non-contravention and governmental approvals; (3) compliance with laws; (4) employee benefit plans; (5) indebtedness; (6) taxes; (7) brokers; (8) SEC reports, financial statements and the Sarbanes-Oxley Act; (9) business activities and absence of certain changes; (10) data protection and data privacy; (11) information technology; (12) litigation; (13) no outside reliance; (14) capitalization; (15) Nasdaq quotation; (16) affiliate agreements; (17) anti-bribery and economic sanctions; and (18) labor and employment.
Covenants of the Parties
The Merger Agreement contains a number of covenant obligations of the Acquiror and the Company, as of the date of the Merger Agreement or other specific dates, as further set forth below.
In the Merger Agreement, among other things, the Company covenants to deliver to Acquiror, within seventy-five (75) days after the Closing Date, audited interim financial statements prepared in accordance with GAAP and Regulation S-X, along with any other financial statements required for the Proxy Statement, including pro forma financials.
In the Merger Agreement, among other things, the Acquiror covenants to: (1) provide the Company reasonable access to its properties, books, and personnel from Closing until the B-1 Share Conversion is effective (the “Conversion Effective Time”); (2) indemnify and hold harmless current and former directors and officers of both parties for pre-Closing matters to the fullest extent permitted by law and organizational documents, including advancement of expenses; (3) maintain or cause to be maintained, directors’ and officers’ liability insurance that provides (i) extended coverage for pre-Closing directors and officers for six years after the Effective Time and (ii) ongoing coverage for post-Closing directors and officers on terms consistent with market standards for companies of similar size and listing status; (4) from and after the Closing until the Conversion Effective Time, operate its business in the ordinary course consistent with past practice; (5) promptly following the Closing, and in any event no less than fifteen (15) Business Days following the Closing, cause the assets and liabilities of Acquiror existing immediately prior to the Closing to be transferred to a newly established Subsidiary of Acquiror, the purpose of which shall be to continue the current business and operations of Acquiror; (6) use its best efforts to consummate a private placement offering in an aggregate amount of at least $10,000,000; and (7) prior to the B-1 Share Conversion, obtain conditional approval of its listing application from Nasdaq in connection with the Transactions.
In the Merger Agreement, among other things, Acquiror and the Company each jointly covenant to: (1) use commercially reasonable efforts to obtain any required government or regulatory consents, consents of third-parties, if required, and take such actions reasonably necessary to consummate the Transactions; (2) as promptly as practicable, to file a proxy statement to solicit votes of Acquiror stockholders for the approval of, among other things, the issuance of Acquiror Common Stock upon the conversion of the Series B-1 Preferred Stock; (3) transfer taxes, if any, shall be borne by the Acquiror; (4) that the Merger be treated as a “reorganization” within the meaning of Section 368(a) of the Code (the “Section 368 Treatment”) and that the Merger and PIPE Financing be treated as an integrated transaction; (5) that each party shall not disclose any Confidential Information (as defined in the Merger Agreement) and shall issue a joint press release relating to the Merger; (6) promptly notify each respective party of certain matters as set forth in the Merger Agreement; (7) cooperate on the assumption of outstanding Company stock options by the Acquiror and the entry by the Acquiror into certain employment agreements with current employees of the Company.
In addition, effective at the Effective Time, the Acquiror has agreed that Ryan Trasolini, Chief Executive Officer of the Company, shall be appointed Co-Chief Executive Officer of the Acquiror.
Financial Advisor Fees
In connection with the Merger, the Acquiror has agreed to issue to E.F. Hutton & Co. (i) 750 shares of Series B-1 Preferred Stock convertible, subject to Requisite Approval, into 3,024,749 shares of Acquiror Common Stock at a conversion price of $1.24 per share, subject to adjustment and subject to a beneficial ownership limitation of 4.99% (or up to 19.99% at the election of the holder), and (ii) Pre-Funded Warrants to purchase up to and aggregate of 11,066,114 shares of Acquiror Common Stock upon the achievement of the Milestone Events (subject to Requisite Approval).
Survival
Subject to the limitations set forth in the Merger Agreement, the Surviving Representations (as defined in the Merger Agreement) shall survive the Effective Time until the date that is twelve (12) months from the Effective Time. Other than the Surviving Representations, none of the representations, warranties, covenants or agreements shall survive the Effective Time, other than (i) those covenants or agreements of the parties which by their terms apply, or are to be performed in whole or in part, after the Effective Time and (ii) covenants and agreements related to Tax Treatment, as set forth in greater detail in the Merger Agreement.
A copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto.
The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been filed with this Current Report on Form 8-K in order to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Acquiror, the Company or Merger Sub. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Acquiror’s public disclosures.
PIPE Financing
On April 30, 2026, the Acquiror entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors party thereto (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which the Acquiror agreed to issue (i) $11,000,000 of a newly designated Series B-2 convertible preferred stock, par value $0.00001 (the “Series B-2 Preferred Stock”) and (ii) common stock purchase warrants (the “Common Warrants”) to purchase up to 100% of the number of shares of Common Stock underlying the Series B-2 Convertible Preferred Stock as of the Closing Date, exercisable for a period of three (3) years at an exercise price of $1.03 per share (the “PIPE Financing”). Shuttle intends to file a Certificate of Designations, Preferences, and Rights of the Series B-2 Preferred Stock, immediately prior to the Closing.
Upon subsequent receipt of Stockholder Approval (as defined in the Securities Purchase Agreement), the shares of Series B-2 Convertible Preferred Stock will be automatically convertible (the “B-2 Share Conversion” and together with the B-1 Share Conversion, the “Conversions”), at a conversion price of $1.03 (subject to adjustment), into an aggregate of approximately 9,708,738 shares of Company Common Stock, subject to customary beneficial ownership limitations.
In addition, the Acquiror agreed to issue to the Purchasers Pre-Funded Warrants to purchase 10,679,612 shares of Common Stock in the aggregate (for a total of up to 34,932,064 shares of Acquiror Common Stock (the “Milestone Shares”) in the aggregate) if all three Milestone Events are achieved.
Under the Securities Purchase Agreement, the Acquiror is obligated to seek Stockholder Approval (as defined in the Securities Purchase Agreement) to, among other things, approve the issuance of Acquiror Common Stock upon the B-2 Conversion. The Pre-Funded Warrants will not be issuable until the Acquiror receives Stockholder Approval. Pursuant to the Securities Purchase Agreement, the Acquiror has agreed to files a registration statement (a “Registration Statement”) which will have been declared effective within 15 days of receipt of Stockholder Approval (or declared effective within 45 days in the event the Securities and Exchange Agreement (the “Commission”) determines to review the Registration Statement). Notwithstanding anything to contrary, in the event that no Milestone Shares (and/or Pre-Funded Warrants) have been issued pursuant to the Securities Purchase Agreement on or before the date that the Registration Statement is declared effective by the Commission, the Acquiror shall not be obligated to include any such Milestone Shares on such Registration Statement, and shall instead be obligated to include such Milestone Shares on a subsequent resale registration statement required to be filed and declared effective by the Commission within thirty (30) days of a Milestone Event.
Copies of the Form of Common Warrant, Form of Pre-Funded Warrant and Securities Purchase Agreement are filed as Exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, and the foregoing description of the Common Warrant, Pre-Funded Warrant and Securities Purchase Agreement is qualified in their entirety by reference thereto.
Placement Agency Agreement
On April 30, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with E.F. Hutton & Co., as placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent in connection with the PIPE Financing. The PIPE Financing was conducted on a reasonable best-efforts basis.
Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 8.0% of the gross proceeds of the PIPE Financing, plus a non-accountable expenses fee of 1.00% of the aggregate gross proceeds of the Offering and certain reimbursable expenses.
The foregoing description of the Placement Agency Agreement is subject to, and qualified in its entirety by, the full text of such document, which is filed as Exhibit 10.2 to this report and is incorporated herein by reference.
Second Amendment to Asset Purchase Agreement
On April 30, 2026, the Acquiror entered into a Second Amendment (the “Second Amendment”) to Asset Purchase Agreement (the “Asset Purchase Agreement”) with 1563868 B.C. Ltd., a Canadian limited corporation and the Company’s wholly owned subsidiary (“Purchaser”), 1542770 BC Ltd., a Canadian limited corporation (“Seller”), and ZhiTian (Andy) Zhang, an individual residing in Vancouver, Canada (“Seller Guarantor”), dated as of November 20, 2025, as amended by that First Amendment to Asset Purchase Agreement, dated December 23, 2025 (the “First Amendment” and the Asset Purchase Agreement, as amended, the “APA”).
Pursuant to the terms and conditions of the Second Amendment, on the Effective Date, the Acquiror will (i) issue 270 shares of Series B-1 Convertible Preferred Stock to Seller and (ii) pay $3,646,642 in cash as payment of the First Installment Payment and Second Installment Payment (both as defined in the APA). In addition, pursuant to the Second Amendment, the Seller shall be entitled to receive up to three installments of Pre-Funded Warrants in connection with the Milestone Events, each installment exercisable for 1,281,438 shares of Common Stock (for a total of up to 3,844,314 shares of Common Stock if all three Milestone Events are achieved). In connection with the Amendment, Seller shall return to the Acquiror for cancellation, 320,496 shares of Common Stock issued to the Seller pursuant to the First Amendment.
The closing of the transactions contemplated under the Second Amendment will be consummated on the Closing Date.
The Second Amendment contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Second Amendment.
The foregoing description of the Second Amendment is qualified by reference to the full text of the Second Amendment, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by this reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K in the sections titled “Transaction Consideration” and “PIPE Financing” is incorporated into this Item 3.02 by reference. The issuance of the Merger Consideration and the offer, sale and issuance of the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On April 30, 2026, the Acquiror issued a press release announcing the Merger and the PIPE Financing. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is a form of presentation (the “Investor Presentation”) used by the Acquiror and the Company in presentations related to the PIPE Financing.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Acquiror specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger, dated April 30, 2026, by and among Shuttle Pharmaceuticals Holdings, Inc., Shuttle Merger Sub, Inc and United Dogecoin, Inc. | |
| 4.1 | Form of Common Warrant (included in Exhibit 10.1) | |
| 4.2 | Form of Pre-Funded Warrant (included in Exhibit 10.1) | |
| 10.1* | Form of Securities Purchase Agreement, dated April 30, 2026, by and between Shuttle Pharmaceuticals Holdings, Inc. and the investors party thereto | |
| 10.2 | Placement Agency Agreement, dated April 30, 2026, by and between Shuttle Pharmaceuticals Holdings, Inc. and the investors party thereto | |
| 10.3 | Second Amendment to Asset Purchase Agreement, dated April 30, 2026, by and among Shuttle Pharmaceuticals Holdings Inc., 1563868 B.C. Ltd., 1542770 BC Ltd. and ZhiTian (Andy) Zhang. | |
| 99.1 | Press Release, dated April 30, 2026 | |
| 99.2 | Investor Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
| * | The schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
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: May 1, 2026 | ||
| By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | |
| Title: | Interim Chief Executive Officer | |
Exhibit 99.1
Shuttle Merges with United Dogecoin to Become the World’s Largest Public Dogecoin Miner
The combination and related financing is expected to result in the largest publicly listed Dogecoin mining company based on percentage of the global hashrate
Gaithersburg, Maryland, April 30, 2026 – Shuttle Pharmaceutical Holdings, Inc. (NASDAQ: SHPH) (“Shuttle”) has entered into a definitive merger agreement to acquire United Dogecoin Inc. (“United Dogecoin” or the “Company”), a Dogecoin mining company driven by industry experts. United Dogecoin will be merged into a wholly owned subsidiary of Shuttle. The merger is supported by a $11 million concurrent Private Investment in Public Equity (“PIPE”) financing expected to close on May 4, 2026.
United Dogecoin’s competitive advantages begin with its size. Upon closing of the PIPE, United Dogecoin intends to secure a purchase order of up to 3,000 newest generation ElphaPex Mining Rigs. Within 60 days, the mining rigs are expected to be online, delivering a hash rate of up to 43,200 GH/s, approximately 1.5% of the world’s Dogecoin mining capacity at this time.
Furthermore, United Dogecoin’s existing relationship with ElphaPex, a leader in Dogecoin mining hardware, is expected to give the Company preferential access to ElphaPex’s high-efficiency mining rigs at strategic pricing, which should reduce the time needed to scale operations as market opportunities arise.
Through its existing relationships, United Dogecoin expects to generate DOGE at discount to purchasing on the open market even at current DOGE price range. It is expected to have access to providers of low-cost, behind-the-meter, renewable energy. United Dogecoin believes that its expected low-cost structure is the foundation of scalable, long-term growth.
The United Dogecoin team has a track record of success operating and scaling public cryptocurrency mining companies. Its CEO, Ryan Trasolini, has over a decade of experience in building high growth ventures. He was one of the founding shareholders of US Bitcoin Corp which did a merger of equals with Hut 8 (NASDAQ: HUT), forming a $8B infrastructure platform. Trasolini subsequently co-founded American Data Centers, which partnered with Hut 8 to create American Bitcoin (NASDAQ: ABTC).
“Through our size, relationships, expertise and timing, we believe that we are uniquely positioned to be a global leader in Dogecoin mining,” said Ryan Trasolini, CEO of United Dogecoin and to be the co-CEO of the combined company. “The completion of this transaction will give investors exposure to Dogecoin via our dual-pronged strategy of mining Dogecoin with highly efficient, cost-effective rigs and holding mined Dogecoin on our balance sheet to build long-term asset value. This strategy has been successful in Bitcoin mining, and we are ready to apply it to Dogecoin mining with a view to deliver long-term shareholder value.”
“United Dogecoin’s strategy mirrors that of Hut 8’s back in 2017,” said Andrew Kiguel, CEO of Realbotix, co-founder of Hut 8 and United Dogecoin board member. “We believe that while the opportunity for incredible upside in new Bitcoin miners has passed, Dogecoin mining is in its infancy, and United Dogecoin is well positioned to be a leader in the space.”
Company Leadership
The Company’s Board of Directors expects to appoint Mr. Trasolini as Co-Chief Executive Officer with Christopher Cooper. Yuying Liang will continue in her role as Chief Financial Officer, providing continuity in financial leadership. It is expected that Mr. Trasolini will enter into a customary employment agreement with Shuttle.
Merger Highlights
Under the terms of the merger agreement, signed April 30, 2026, Shuttle will issue an aggregate of 8,000 of a newly designated Series B-1 Convertible Preferred Stock to United Dogecoin’s equity holders in exchange for 100% of the outstanding shares of United Dogecoin. Upon subsequent receipt of Shuttle stockholder approval, the shares of Series B-1 Convertible Preferred Stock will be automatically convertible, at a conversion price of $1.24 (subject to adjustment), into an aggregate of approximately 32,258,064 shares of Shuttle’s common stock, par value $0.00001 per share (the “Company Common Stock”), subject to customary beneficial ownership limitations. Following the consummation of the merger, United Dogecoin will merge with and into, and become, a wholly-owned subsidiary of Shuttle, and will operate alongside Shuttle’s existing business.
In addition, United Dogecoin equityholders will receive up to 118,038,551 pre-funded warrants (“Pre-Funded Warrants”) exercisable for a like number of shares of Company Common Stock upon the new wholly-owned subsidiary meeting certain operational milestones post-closing (the “Milestones”). Such Pre-Funded Warrants will be issued only in the event Shuttle obtains stockholder approval.
PIPE Highlights
In connection with the Merger, Shuttle entered into a securities purchase agreement with certain accredited investors in a concurrent private placement offering of 2,200 shares of newly designated Series B-2 Convertible Preferred Stock and common warrants (“Common Warrants”) to purchase 100% of the number of shares of Company Common Stock underlying the Series B-2 Convertible Preferred Stock (10,679,612 shares) (the “Offering”). Upon subsequent receipt of Shuttle stockholder approval, the shares of Series B-2 Convertible Preferred Stock will be automatically convertible, at a conversion price of $1.03 (subject to adjustment), into an aggregate of approximately 9,708,738 shares of Company Common Stock, subject to customary beneficial ownership limitations. The Common Warrants have an exercise price of $1.03 and a 3-year term. The Series B-2 Convertible Preferred Stock and the Common Warrants issued in the Offering will not be exercisable or convertible until stockholder approval is obtained.
In addition, investors in the PIPE will receive up to 34,932,064 pre-funded warrants to purchase a like number of shares of Company Common Stock upon the post-merger company meeting the Milestones, which securities will be issued only in the event Shuttle obtains stockholder approval.
Advisors
E.F. Hutton & Co. (“E.F. Hutton”) is proud to have served as the exclusive M&A advisor to Shuttle in connection with the merger, and as the exclusive placement agent for the concurrent PIPE financing.
Sullivan & Worcester LLP acted as legal advisor to Shuttle. Ruskin Moscou Faltischek PC acted as legal advisor to United Dogecoin. McDermott Will & Schulte acted as legal advisor to E.F. Hutton.
About United Dogecoin
United Dogecoin is a Dogecoin mining company with competitive advantages in its size, access to equipment, and industry leading team. Its mission is to be the leader in the Dogecoin sector through high-efficiency, low-cost mining operations and strategic coin accumulation, building a robust reserve that strengthens its long-term position and sets it apart through innovation, consistency and expert execution.
About Shuttle Pharmaceuticals
Shuttle (NASDAQ: SHPH) owns a pharmaceutical software AI driven platform for molecular discovery and early-stage drug development. By combining modern AI techniques with structured scientific workflows, the Molecule.ai platform helps researchers explore the chemical space more efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development.
Additional Information and Where To Find It
In connection with the merger, the PIPE and related transactions, Shuttle intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the “Proxy Statement”), in preliminary and definitive form, and other required documents regarding the issuance of the securities underlying the Series B-1 Preferred Stock and the Series B-2 Preferred Stock, with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY SHUTTLE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SHUTTLE, UNITED DOGECOIN, THE MERGER, THE PIPE, THE SECURITIES AND THE RELATED RISKS AND RELATED MATTERS.
The Definitive Proxy Statement will be mailed to stockholders of Shuttle. Investors will be able to obtain free copies of the Proxy Statement, as may be amended from time to time, and other relevant documents filed by Shuttle with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Shuttle, including the Proxy Statement (when available), will be available free of charge from Shuttle’s website at www.shuttlepharma.com under the “Investors” tab.
Media and IR contact
info@uniteddogecoin.com
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements concerning the completion of the offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These forward-looking statements include, but are not limited to, statements regarding the merger (including any related post-closing actions), the post-merger company and its operations, strategies and plans, integration of businesses, governance changes, capital expenditures, cash flows and anticipated uses, synergies, opportunities and anticipated future performance, including the management team and board of directors of the post-merger company, expected use of proceeds from the PIPE offering and other financing activities, any future acquisitions and the maintenance of reserves and related arrangements. Information adjusted for the impact of the merger should not be considered a forecast of future results.
There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report. These include, among others, the risk that the proposed transactions described herein may not be completed in a timely manner or at all; the risk that Shuttle’s and United Dogecoin’s businesses will not be integrated successfully, synergies and growth from the merger may not be fully realized or may take longer to realize than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger; failure to obtain or maintain required listing approvals or satisfy Nasdaq continued listing standards; inability to consummate planned financings on acceptable terms or within expected timeframes; risks relating to the volatile nature of the price of DOGE and other cryptocurrencies; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of digital assets for U.S. and foreign tax purposes; risks related to the unknown returns that the post-merger company’s DOGE treasury strategy will generate; risks related to unproven strategies; the risk that changes in Shuttle’s capital structure and governance following the merger could have adverse effects on the market value of its securities; the ability of Shuttle and the post-merger company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on Shuttle’s and the post-merger company’s operating results and business generally; the risk the merger could distract management from ongoing business operations or cause Shuttle or the post-merger company to incur substantial costs; the risk that Shuttle may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Shuttle’s and United Dogecoin’s control, including those detailed in Shuttle’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Shuttle filed, or to be filed, with the SEC that are or will be available on Shuttle’s website at www.shuttlepharma.com and on the website of the SEC at www.sec.gov. All forward-looking statements are based on assumptions that Shuttle and United Dogecoin believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither Shuttle nor United Dogecoin undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Participants in the Solicitation
United Dogecoin, Shuttle, and their respective directors, executive officers, management and employees, under SEC rules, may be deemed to be participants in a solicitation of proxies of Shuttle’ stockholders. Investors and stockholders may obtain more detailed information regarding the names, affiliations, and interests of Shuttle’ directors and executive officers in its filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Shuttle stockholders will be set forth in the Proxy Statement. Such interests may in some cases be different from those of United Dogecoin’s or Shuttle’ equity holders generally.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described in this press release in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an applicable exemption.
Exhibit 99.2
FAQ
What major transaction did Shuttle Pharmaceuticals (SHPH) announce in this 8-K?
What are the key terms of Shuttle Pharmaceuticals’ (SHPH) $11 million PIPE financing?
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Filing Exhibits & Attachments
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