Investor Information
The SHPH merger & PIPE financing.
Key terms of the proposed merger between United Dogecoin and Shuttle Pharmaceuticals Holdings Inc. (NASDAQ: SHPH), and the concurrent PIPE financing.
Merger highlights
Structure of the transaction
Under the terms of the merger agreement, signed April 30, 2026, Shuttle will issue an aggregate of 8,000 shares 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 Series B-1 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 common stock (par value $0.00001), subject to customary beneficial ownership limitations.
Following consummation of the merger, United Dogecoin will merge with and into, and become, a wholly-owned subsidiary of Shuttle, operating alongside Shuttle's existing business.
United Dogecoin equityholders will also receive up to 118,038,551 pre-funded warrants, exercisable for a like number of shares of common stock upon the new subsidiary meeting certain operational milestones post-closing. The warrants will be issued only if Shuttle obtains stockholder approval.
PIPE financing
Concurrent private placement
In connection with the merger, Shuttle entered into a securities purchase agreement with certain accredited investors in a concurrent private placement of 2,200 shares of newly designated Series B-2 Convertible Preferred Stock and Common Warrants to purchase 100% of the shares of common stock underlying the Series B-2 Preferred Stock — 10,679,612 shares in total.
Upon stockholder approval, the Series B-2 Preferred Stock will be automatically convertible — at a conversion price of $1.03 (subject to adjustment) — into approximately 9,708,738 shares of common stock, subject to customary beneficial ownership limitations.
The Common Warrants carry an exercise price of $1.03 and a 3-year term. Both the Series B-2 Preferred and the Common Warrants will not be exercisable or convertible until stockholder approval is obtained.
Additionally, PIPE investors will receive up to 34,932,064 pre-funded warrants exercisable upon the post-merger company meeting the Milestones — again contingent on stockholder approval.
PIPE at a glance
- Preferred class
- Series B-2 Convertible
- Preferred shares
- 2,200
- Conversion price
- $1.03
- Common on conversion
- ~9,708,738
- Common warrants
- 10,679,612
- Warrant exercise price
- $1.03
- Warrant term
- 3 years
- Milestone pre-funded warrants
- Up to 34,932,064
Advisors
Transaction advisors
E.F. Hutton & Co.
Exclusive M&A advisor to Shuttle; exclusive placement agent for the PIPE.
Sullivan & Worcester LLP
Legal advisor to Shuttle.
Ruskin Moscou Faltischek PC
Legal advisor to United Dogecoin.
McDermott Will & Schulte
Legal advisor to E.F. Hutton.
Where to find additional information
Shuttle intends to file a Proxy Statement with the SEC regarding the issuance of securities underlying the Series B-1 and Series B-2 Preferred Stock. Investors and security holders are urged to read the Proxy Statement and other relevant documents because they will contain important information about Shuttle, United Dogecoin, the merger, the PIPE, the securities, and related risks.
Important Disclosure
Forward-Looking Statements.
Statements about future expectations, plans and prospects — and any other statements regarding matters that are not historical facts — may constitute "forward-looking statements." There are risks and uncertainties that could cause actual results to differ materially, including: that the proposed transactions may not be completed in a timely manner or at all; that businesses may not be integrated successfully; potential adverse reactions to the announcement or completion of the merger; failure to obtain or maintain required Nasdaq listing approvals; inability to consummate planned financings; the volatile nature of DOGE and other cryptocurrencies; significant legal, commercial, regulatory and technical uncertainty regarding digital assets; tax treatment of digital assets; unknown returns from the post-merger company's DOGE treasury strategy; unproven strategies; changes in Shuttle's capital structure and governance; ability to retain customers, employees, and suppliers; the risk of management distraction or substantial costs from the merger; the risk that Shuttle may be unable to reduce expenses or access financing or liquidity; broader economic downturn; and changes in governmental regulations or enforcement practices. All forward-looking statements speak only as of the date made; neither Shuttle nor United Dogecoin undertakes any obligation to update them except as required by law.
Important Disclosure
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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an applicable exemption.