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Get filing alertsShuttle Pharma to acquire United Dogecoin in merger, raises $11M in PIPE financing
Filed May 1, 2026 · Period ending April 30, 2026 · ~2 min read
Key Changes
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Shuttle signed definitive merger agreement to acquire United Dogecoin Inc., with closing expected May 4, 2026. United Dogecoin shareholders will receive newly issued Series B-1 convertible preferred stock, with each preferred share converting into 4,033 common shares at $1.24. Sellers may receive up to 118 million additional pre-funded warrants upon hitting milestones.
Item 1.01: Merger Agreement verify on EDGAR → -
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Concurrent $11 million PIPE financing through Series B-2 preferred stock convertible into approximately 9.7 million common shares at $1.03, plus warrants for 100% coverage at $1.03 exercise price. PIPE investors may receive up to 35 million additional milestone shares if performance targets are met.
Item 1.01: PIPE Financing verify on EDGAR → -
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United Dogecoin CEO Ryan Trasolini will become Co-CEO of Shuttle at closing. Shuttle must transfer its existing pre-merger assets and liabilities to a newly established subsidiary within 15 business days, creating a holding company structure where legacy Shuttle operates as a subsidiary.
Item 1.01: Management Changes verify on EDGAR → -
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Shuttle amended prior asset purchase agreement, agreeing to pay $3.6 million cash plus 270 shares of Series B-1 preferred stock, with potential for up to 3.8 million additional common shares via milestone-based pre-funded warrants. Seller will return 320,496 previously issued shares for cancellation.
Item 1.01: Asset Purchase Amendment verify on EDGAR → -
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All securities issued as merger consideration and through PIPE financing were unregistered, relying on Section 4(a)(2) exemption from Securities Act registration requirements.
Item 3.02: Unregistered Sales verify on EDGAR →
Summary
Shuttle Pharmaceuticals announced a transformative merger with United Dogecoin Inc., fundamentally changing the company's business composition and ownership structure. The deal involves issuing convertible preferred stock to United Dogecoin shareholders that converts into common shares at $1.24, with potential for up to 118 million additional milestone-based warrants representing massive dilution.
Concurrent with the merger, Shuttle is raising $11 million through a PIPE financing at $1.03 per share with full warrant coverage, adding approximately 9.7 million shares plus potential for 35 million more milestone shares. Retail investors should understand this represents a reverse merger-style transaction where United Dogecoin's CEO becomes Co-CEO and Shuttle's legacy business moves into a subsidiary structure.
The combined potential dilution from merger consideration, PIPE financing, and milestone achievements could exceed 150 million shares—a substantial increase to the share count that will significantly impact existing shareholders' ownership percentage. Watch for the stockholder vote required to approve the preferred stock conversion terms and the May 4, 2026 closing date. Investors should also monitor whether the milestone events triggering additional share issuances are achieved, as these represent the largest dilution risk going forward.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Company disclosed merger announcement and PIPE financing via press release and investor presentation under Regulation FD.
Added in current filing · verify on EDGAR →
On April 30, 2026, the Acquiror issued a press release announcing the Merger and the PIPE Financing.
The company announced a merger transaction and concurrent PIPE (private investment in public equity) financing on April 30, 2026. This represents a significant corporate event that will likely result in changes to the company's ownership structure and capital base. The details of the transaction terms, valuation, and financing amounts are contained in the referenced press release.
Added in current filing · verify on EDGAR →
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 company filed an investor presentation used to market the PIPE financing to potential investors. This presentation likely contains forward-looking projections, business strategy details, and transaction rationale that provide insight into management's expectations for the combined entity post-merger.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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”).
Shuttle Pharmaceuticals signed a definitive merger agreement to acquire United Dogecoin Inc. through a wholly owned subsidiary. The merger will make United Dogecoin a direct wholly owned subsidiary of Shuttle, with closing expected May 4, 2026. This represents a significant strategic transaction that will fundamentally change Shuttle's business composition.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
The company issued unregistered equity securities as merger consideration and through a PIPE (private investment in public equity) financing. These securities were issued under an exemption from SEC registration requirements. The filing references additional details in Item 1.01 regarding transaction consideration and PIPE financing terms, though those sections are not included in the provided text.
Event · Item 9.01 — Financial Statements and Exhibits
Shuttle Pharmaceuticals announced merger agreement with United Dogecoin, securities purchase agreement with investors, and asset purchase amendment.
Added in current filing · verify on EDGAR →
Agreement and Plan of Merger, dated April 30, 2026, by and among Shuttle Pharmaceuticals Holdings, Inc., Shuttle Merger Sub, Inc and United Dogecoin, Inc.
Shuttle Pharmaceuticals entered into a definitive merger agreement with United Dogecoin, Inc. on April 30, 2026. The merger involves a newly formed subsidiary (Shuttle Merger Sub, Inc.) and represents a significant corporate transaction that will combine the two companies. The specific terms, valuation, and strategic rationale are not disclosed in this filing but would be material to investors.
Added in current filing · verify on EDGAR →
Form of Securities Purchase Agreement, dated April 30, 2026, by and between Shuttle Pharmaceuticals Holdings, Inc. and the investors party thereto
The company executed a securities purchase agreement with investors on April 30, 2026. The agreement includes both common warrants and pre-funded warrants as indicated by the related exhibits. This represents a capital raising transaction, though the specific amount raised, number of shares issued, and warrant terms are not detailed in this filing.
Added in current filing · verify on EDGAR →
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.
The company amended an existing asset purchase agreement with two British Columbia entities and an individual named ZhiTian (Andy) Zhang. This is the second amendment to the agreement, suggesting ongoing modifications to a previously disclosed asset acquisition. The specific changes made in this amendment are not disclosed in the filing.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Placement Agency Agreement, dated April 30, 2026, by and between Shuttle Pharmaceuticals Holdings, Inc. and the investors party thereto
The company engaged a placement agent in connection with the securities offering disclosed in the securities purchase agreement. This indicates the company used an intermediary to facilitate the capital raise, which is common practice for smaller public companies. The fees and specific terms of the placement agency arrangement are not disclosed.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify