Shuttle Pharmaceuticals Merges with United Dogecoin to Become World’s Largest Public Dogecoin Miner

Key Highlights of the Report

• Major Merger Announcement: Shuttle Pharmaceuticals Holdings, Inc. (NASDAQ: SHPH) has entered into a definitive merger agreement to acquire United Dogecoin Inc., a leading Dogecoin mining company. United Dogecoin will become a wholly owned subsidiary of Shuttle, marking Shuttle’s entry into the cryptocurrency mining sector.
• PIPE Financing: The merger is supported by a concurrent \$11 million Private Investment in Public Equity (PIPE) financing, scheduled to close on May 4, 2026. This capital injection is critical for scaling operations and purchasing new mining equipment.
• Expansion Plan: United Dogecoin plans to secure a purchase order for up to 3,000 ElphaPex Mining Rigs — the newest generation of Dogecoin mining hardware. Within 60 days, these rigs are expected to be online, providing a hash rate of up to 43,200 GH/s, which would represent roughly 1.5% of the global Dogecoin mining capacity.
• Strategic Supplier Relationship: United Dogecoin’s strong relationship with ElphaPex is expected to provide preferential access to high-efficiency rigs at strategic pricing, enabling rapid scaling and cost-effective operations.
• Low-Cost Operations: United Dogecoin aims to generate DOGE at a discount to open-market prices, leveraging access to low-cost, behind-the-meter renewable energy providers. This cost structure is designed to support scalable, long-term growth.
• Experienced Leadership: United Dogecoin’s CEO, Ryan Trasolini, will serve as co-CEO of the combined company. Trasolini has a proven track record in crypto mining, having co-founded US Bitcoin Corp and American Data Centers, both of which partnered with Hut 8 (NASDAQ: HUT) and American Bitcoin (NASDAQ: ABTC).
• Strategic Direction: The company will pursue a dual strategy: mining Dogecoin with efficient rigs and holding mined DOGE on the balance sheet to build asset value, mirroring successful approaches in Bitcoin mining.
• Board and Management Changes: The Board expects to appoint Ryan Trasolini as Co-Chief Executive Officer alongside Christopher Cooper, with Yuying Liang continuing as CFO. Trasolini is expected to enter into a customary employment agreement with Shuttle.

Merger and PIPE Deal Structure

• Stock and Warrants: Shuttle will issue 8,000 Series B-1 Convertible Preferred Stock to United Dogecoin’s equity holders, convertible into approximately 32,258,064 common shares at \$1.24 per share (subject to adjustment). This conversion is contingent upon shareholder approval.
• Pre-Funded Warrants: Up to 118,038,551 pre-funded warrants exercisable for an equal number of common shares will be issued to United Dogecoin equity holders upon achievement of post-merger operational milestones, subject to shareholder approval.
• PIPE Placement: Shuttle will issue 2,200 Series B-2 Convertible Preferred Stock and common warrants in a private placement, convertible into approximately 9,708,738 shares at \$1.03 per share (subject to adjustment). These securities, plus up to 34,932,064 pre-funded warrants, will be issued upon milestone achievement and shareholder approval.
• Advisors: E.F. Hutton & Co. acted as exclusive M&A advisor and placement agent. Legal advisors include Sullivan & Worcester LLP (Shuttle), Ruskin Moscou Faltischek PC (United Dogecoin), and McDermott Will & Schulte (E.F. Hutton).

Potential Price-Sensitive Information for Shareholders

• Change in Business Focus: Shuttle Pharmaceuticals, historically focused on pharmaceutical software and AI-driven molecular discovery, is now entering the cryptocurrency mining sector via this merger. This shift may significantly impact the company’s valuation and risk profile.
• Large Share Issuance and Dilution: The issuance of substantial new shares and warrants, contingent on operational milestones and shareholder approval, could affect the share structure and lead to dilution for existing shareholders.
• Exposure to Cryptocurrency Volatility: The new business model exposes Shuttle to risks associated with DOGE price fluctuations, regulatory uncertainty, and market volatility.
• Milestone-Dependent Warrants: The grant of pre-funded warrants is tied to operational milestones. If achieved, these could substantially increase the company’s outstanding shares.
• Shareholder Approval Required: All major securities issuances and conversions are contingent on Shuttle stockholder approval. Shareholders will receive a Proxy Statement detailing these proposals.
• Forward-Looking Risks: The merger’s success depends on integration, financing completion, regulatory approvals, and the execution of operational plans. There are risks of adverse market reactions, changes in business relationships, inability to reduce expenses, and potential economic downturns.

Strategic Rationale

The merger positions Shuttle as the world’s largest publicly listed Dogecoin miner by global hashrate percentage, leveraging United Dogecoin’s size, access to high-efficiency mining equipment, and industry-leading team. The strategy replicates successful models from Bitcoin mining, aiming to both mine and accumulate DOGE for long-term asset growth.

Next Steps for Shareholders

• Shuttle will file a Proxy Statement with the SEC, outlining details of the merger, PIPE, and related securities issuances. Shareholders are urged to read all documents carefully as they will contain important information affecting their investment decisions.
• The Definitive Proxy Statement will be mailed to Shuttle stockholders and available online at both the SEC and Shuttle websites.
• All securities issuances, conversions, and warrant exercises are dependent on shareholder approval.

About United Dogecoin

United Dogecoin is a Dogecoin mining company with competitive advantages in scale, access to equipment, and an experienced team. Its mission is to lead the Dogecoin sector through high-efficiency, low-cost mining and strategic coin accumulation.

About Shuttle Pharmaceuticals

Shuttle Pharmaceuticals (NASDAQ: SHPH) operates an AI-driven platform for molecular discovery and early-stage drug development, combining modern AI techniques with structured scientific workflows to improve drug discovery efficiency.

Contact Information

For media and investor relations: [email protected]

Disclaimer

This article contains forward-looking statements regarding Shuttle Pharmaceuticals Holdings, United Dogecoin, and their merger. These statements are subject to numerous risks and uncertainties, including regulatory approvals, completion of financing, integration of businesses, and changes in cryptocurrency prices. Actual results may differ materially from those projected. Investors should read all SEC filings and consult their financial advisors before making any investment decisions. This article does not constitute an offer to sell or solicitation to buy any securities.

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