aibioShuttle Pharmaceuticals agrees to merge with United Dogecoin
Tickers SHPH
The merger is backed by an $11 million private placement that Shuttle expected to close on May 4, 2026.
Key facts
- Company
- Shuttle Pharmaceuticals Holdings, Inc. (NASDAQ: SHPH)
- News type
- Mergers
- Primary source
- Shuttle Pharmaceuticals Holdings, Inc. 8-K (2026-05-01)
Shuttle Pharmaceuticals Holdings, Inc. (NASDAQ: SHPH) has signed a definitive merger agreement to acquire United Dogecoin Inc., a Dogecoin mining company, according to a press release dated April 30, 2026. The deal is supported by an $11 million concurrent private investment in public equity, or PIPE, which the company expected to close on May 4, 2026. Shuttle reported the agreement in a Form 8-K filed with the Securities and Exchange Commission on May 1, 2026.
The terms
Under the merger agreement, signed April 30, 2026, Shuttle will issue 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. After Shuttle stockholder approval, the Series B-1 shares will automatically convert at a conversion price of $1.24, subject to adjustment, into approximately 32,258,064 shares of Shuttle common stock. United Dogecoin's equityholders will also receive up to 118,038,551 pre-funded warrants, exercisable for a like number of common shares once the new subsidiary meets certain operational milestones after closing. In the concurrent financing, Shuttle entered into a securities purchase agreement with certain accredited investors for 2,200 shares of newly designated Series B-2 Convertible Preferred Stock and common warrants to purchase 10,679,612 shares of common stock. The Series B-2 shares convert at $1.03, subject to adjustment, into approximately 9,708,738 common shares. The common warrants carry an exercise price of $1.03 and a 3-year term. PIPE investors will also receive up to 34,932,064 pre-funded warrants. The Series B-2 shares and the common warrants cannot be exercised or converted until stockholder approval is obtained.
The release says United Dogecoin intends to secure a purchase order of up to 3,000 ElphaPex Mining Rigs upon closing of the PIPE. The company expects the rigs to be online within 60 days, delivering a hash rate of up to 43,200 GH/s.
Who is involved
E.F. Hutton & Co. 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.
United Dogecoin's chief executive, Ryan Trasolini, is expected to be appointed Co-Chief Executive Officer of the combined company alongside Christopher Cooper. He is expected to enter into a customary employment agreement with Shuttle. Yuying Liang will continue as Chief Financial Officer. The release notes that Trasolini was a founding shareholder of US Bitcoin Corp, which merged with Hut 8.
What Shuttle does
According to its annual report on Form 10-K filed March 31, 2026, Shuttle acquired substantially all of the assets and liabilities of Molecule.ai on November 21, 2025. Molecule.ai is an AI driven platform for molecular discovery and early-stage drug development.
The same report says that on November 20, 2025, the company committed to wind down its clinical trials of Ropidoxuridine, its lead product candidate, and that it is still evaluating the impact of that decision and the Molecule.ai acquisition on its plans and financial position.
Financial position
Shuttle's 10-K reports research and development expense of $4.1 million for the fiscal year ended December 31, 2025, compared with $3.6 million for 2024. The net loss was $11.7 million for 2025 and $9.1 million for 2024. Cash from operations was negative $9.5 million in 2025 and negative $7.3 million in 2024. Year-end cash and cash equivalents were $1.9 million for 2024.
The risks ahead
The deal turns a company that wound down its lead drug trials into a Dogecoin miner, and it depends on stockholder approval. Until then neither preferred series converts. The company has reported net losses and negative operating cash flow, with cash from operations of negative $9.5 million in 2025 against year-end 2024 cash of $1.9 million. The conversion and pre-funded warrant terms would add many new shares, and the release says the rig purchase and the hash rate are intentions and expectations, not completed facts. The filings also say Shuttle is still evaluating the effect of the trial wind-down on its plans and financial position.