Shuttle Pharmaceuticals Holdings, Inc. (Acquiror) has entered into a definitive merger agreement with United Dogecoin Inc. (Company), a Dogecoin mining company, which will result in United Dogecoin becoming a direct wholly-owned subsidiary of Acquiror. Existing United Dogecoin equity holders will receive 8,000 shares of a newly designated Series B-1 Convertible Preferred Stock of Acquiror, which will be convertible into approximately 32,258,064 shares of Acquiror Common Stock at an initial conversion price of $1.24 per share, subject to stockholder approval. Post-merger, existing United Dogecoin equity holders are expected to collectively hold 75.65% of the total issued and outstanding equity securities of Acquiror on an as-converted, fully diluted basis (excluding PIPE shares), or 68.85% assuming all Milestone Shares are issued. United Dogecoin equity holders are also entitled to receive up to 118,038,551 pre-funded warrants exercisable for Acquiror Common Stock upon the new wholly-owned subsidiary meeting certain operational milestones, subject to stockholder approval. A concurrent Private Investment in Public Equity (PIPE) financing of $11,000,000 was entered into with accredited investors, involving the issuance of 2,200 shares of newly designated Series B-2 Convertible Preferred Stock and Common Warrants. The Series B-2 Preferred Stock will be convertible into approximately 9,708,738 shares of Acquiror Common Stock at a conversion price of $1.03 per share, and the Common Warrants have an exercise price of $1.03 and a 3-year term, both subject to stockholder approval. PIPE investors will also receive up to 34,932,064 pre-funded warrants upon the post-merger company meeting operational milestones, subject to stockholder approval. The first $5,000,000 of gross proceeds from the PIPE will be deposited into accounts designated by Legacy Sub (Acquiror's existing business), with the remainder (after Transaction Expenses) going to the Surviving Corporation (United Dogecoin). E.F. Hutton & Co. served as the exclusive M&A advisor and placement agent, receiving 750 shares of Series B-1 Preferred Stock (convertible into 3,024,749 shares of Acquiror Common Stock) and Pre-Funded Warrants for 11,066,114 shares as advisor fees, plus an 8.0% cash fee and 1.00% non-accountable expense fee from the PIPE proceeds. An amendment to an existing Asset Purchase Agreement (dated November 20, 2025) was also executed, where the Seller (1542770 BC Ltd.) returned 320,496 shares of Parent Common Stock for cancellation. In exchange, the Seller will receive 270 shares of Series B-1 Convertible Preferred Stock and a cash payment of $3,646,642, along with contingent rights to up to 3,844,314 additional pre-funded warrants upon meeting specific Dogecoin mining rig and operational uptime milestones. The transactions are intended to qualify as a reorganization under Section 368(a) of the Code or an integrated tax-free exchange under Section 351(a).