Shuttle Pharmaceuticals Holdings, Inc.

Note 1 –Organization and Liquidity

Organization and Line of Business

Shuttle Pharmaceuticals Holdings, Inc. (“we,” “us,” “our,” or the “Company”) was originally formed as Shuttle Pharmaceuticals, LLC in the State of Maryland on December 18, 2012. On August 12, 2016, the Company filed articles of conversion with the State of Maryland to convert from an LLC to a C corporation, at which time the Company changed its name to Shuttle Pharmaceuticals, Inc. (“Shuttle”). In connection with the conversion, the Company issued 22,500 shares of common stock in exchange for 100% of the outstanding membership interests in Shuttle prior to conversion. On June 4, 2018, Shuttle completed a reverse merger with Shuttle Pharmaceuticals Holdings, Inc. (then known as Shuttle Pharma Acquisition Corp, Inc.), a Delaware corporation, pursuant to which Shuttle, our operating entity, became a wholly-owned subsidiary of the Company. Shuttle Diagnostics, Inc, a subsidiary of the Company, was formed in the State of Maryland on November 14, 2023.

On November 21, 2025, substantially all of the assets of Molecule.ai, a pharmaceutical software company building an artificial intelligence (“AI”) driven platform for molecular discovery and early-stage drug development, were acquired by a wholly owned subsidiary of the Company. By combining modern AI techniques with structured scientific workflows, the Molecule.ai platform (hereafter, “Molecule.ai” or the “platform”) is designed to help researchers explore the chemical space more efficiently, evaluate molecular ideas with greater clarity and make more informed decisions during the earliest stages of drug development. The platform is engineered to accelerate the iteration cycles that characterize modern drug discovery while preserving scientific reproducibility, traceability and operational reliability. The Molecule.ai technology adapts state-of-the-art AI algorithms to create a practical, domain-specific AI infrastructure layer for molecular research and development. The Company will seek to leverage Molecule.ai’s molecular modeling and predictive analytics platform to significantly augment our drug discovery and development business purpose. In tandem with the Molecule.ai asset acquisition, on November 20, 2025, the Company committed to a plan to wind-down the Clinical Trials of Ropidoxuridine.

Molecule.ai is built on three core architectural components: a unified inference engine, an API-first integration layer and a modular model framework. The unified inference engine orchestrates model execution and multi-step reasoning through a deterministic and traceable sequence of operations. Molecule.ai uses an API-first design, which means that all platform capabilities can be accessed programmatically. All predictive and reasoning functions are modular, which allows the platform to expand over time without changing the underlying infrastructure. Molecule.ai currently supports three scientific and computational functions that reflect both its pharmaceutical focus and the structured inference techniques seen in modern agentic LLM systems: (1) molecular property prediction, (2) cross-molecule and cross-property evaluation and (3) prediction reasoning and structured molecular insights. The platform predicts a wide range of molecular properties that are relevant to early-stage discovery and medicinal chemistry and provides inference pipelines for predicting molecular properties. By using transformer-based models, the platform computes predictive outputs on a wide range of therapeutic tasks. The platform evaluates multiple molecules across multiple properties in a unified workflow, helping researchers quickly identify the most-promising candidates, understand trade-offs, and make structured, evidence-based decisions. Molecule.ai also includes a reasoning module that uses LLM-based structured inference to contextualize predictions, explain differences between compounds, perform rule-guided reasoning and produce narrative or structured scientific interpretations with the goal to make complex scientific outputs understandable and actionable for broader research and development audiences.

The broader competitive landscape in the AI ecosystem, especially AI-driven drug discovery, is rapidly advancing toward agentic AI systems and more integrated, end-to-end platforms. To stay at the front of this shift, Molecule.ai is seeking to expand its molecule predictive capabilities, and automated multi-tool workflows. These expansions are designed in accordance with the agentic framework and multi-tool reasoning to further strengthen the platform. A new module will evaluate chemical–protein interaction likelihoods, which will help researchers estimate how molecules may interact with specific biological targets. Molecule.ai is adding biological context reasoning supported by curated genomic and disease-association evidence, which helps tie together chemical ideas with the biological systems they may ultimately affect. The Company intends for the platform to increasingly support insights that connect chemical properties with biological implications, to create a more complete, end-to-end picture for early research teams. Molecule.ai is also developing an autonomous AI agent designed to reduce manual workload and accelerate early research cycles, which would be designed to interpret a discovery objective, plan a series of actions, route each step to the appropriate tools, evaluate preliminary outputs and iterate until a stable result is achieved.

The Molecule.ai platform adheres to strict engineering standards, including reproducibility, traceability, extensibility, scalability and interoperability, which align with modern AI infrastructure expectations for regulated biomedical environments. Molecule.ai aims to become the foundational AI layer for molecular and biological reasoning in pharmaceutical research and development. By integrating property prediction, biological context, multi-step reasoning and agentic automation, the platform seeks to accelerate early discovery while maintaining scientific reliability and operational transparency.

On May 6, 2026, the Company completed its merger by and among the Company, Shuttle Merger Sub, Inc. (a wholly-owned subsidiary organized for the purpose of effecting the merger) and United Dogecoin, Inc. (“United Dogecoin” or “UD”), pursuant to the merger agreement entered into on April 30, 2026. Upon the closing of the merger, Shuttle Merger Sub, Inc. merged with and into United Dogecoin, with United Dogecoin surviving the Merger. As a result of the Merger, United Dogecoin became wholly-owned by the Company (however the Company does not have a controlling interest in United Dogecoin, as discussed further in Note 7).

United Dogecoin was founded as a Dogecoin mining company built on three foundational advantages: scale, preferential access to best-in-class equipment, and an industry leading management team. Its mission was to establish and maintain category leadership in the Dogecoin sector through high-efficiency, low-cost mining operations and strategic coin accumulation, combining operational excellence, consistency and expert execution to build a robust reserve. Since the acquisition, UD has sought to become a start-up digital infrastructure company focused on the development, ownership, and operation of large-scale computing infrastructure supporting blockchain networks, artificial intelligence (“AI”), and high-performance computing (“HPC”) workloads. UD is currently seeking to build an energy-first digital infrastructure platform designed to deploy computing capacity across multiple end markets as demand evolves. UD’s strategy is to identify, acquire, develop, and operate energy infrastructure capable of supporting large-scale computing operations. UD is seeking opportunities where long-term access to reliable, low-cost power can provide a sustainable competitive advantage.

Initially, UD intends to deploy infrastructure supporting Dogecoin mining while designing its facilities to accommodate AI, HPC, cloud computing, and other computational workloads over time. This flexible approach is expected to allow management to allocate computing capacity based on market demand and expected returns. To date, UD has purchased 500 rigs and has initiated a co-location agreement for these units. UD continues to evaluate strategic acquisitions, infrastructure development opportunities, commercial partnerships, and financing transactions intended to expand its digital infrastructure platform.

Liquidity and Going Concern

Our unaudited condensed consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred losses since inception and has a net loss of approximately $5.3 million andno revenues for the six months ended June 30, 2026 and working capital deficit of approximately $3.1 million as of June 30, 2026. The Company does not expect to generate positive cash flows from operating activities in the near future.

In May 2026, the Company closed a private investment in public equity (“PIPE”) financing consisting of (i)1,910 shares of Series B-2 Convertible Preferred Stock and (ii) Common Warrants to purchase up to 927,185 shares of the Company’s common stock at an exercise price of $10.30 per share (the “May 2026 PIPE Warrants”). In addition, subject to stockholder approval and the achievement of specified milestone events, investors may receive Pre-Funded Warrants exercisable for up to 3,148,619 shares of the Company’s common stock (the “2026 Pre-Funded Warrants”). The PIPE financing resulted in gross proceeds of $9.6 million and net proceeds of approximately $8.4 million after deducting placement agent fees, legal costs, and other transaction costs of approximately $1.2 million. The Company intends to use the proceeds for digital asset infrastructure initiatives related to the merger with United Dogecoin and the remainder for working capital and general corporate purposes.

However, the Company’s existing cash resources and the cash received from the equity offerings are not expected to provide sufficient funds to carry out the Company’s operations through the next twelve months.

The ability of the Company to continue as a going concern is dependent upon its ability to continue to successfully raise additional equity or debt financing to fund ongoing operations, commercialize and market the Molecule.ai platform, develop and expand its digital asset infrastructure operations through United Dogecoin, and generate sufficient revenues and cash flows from its business activities. The Company and UD are currently in the final stages of negotiating a data center land deal. Building on this anticipated transaction, management plans to undertake a significant capital raise in the near term, targeting between $120 million and $150 million. This financing will leverage the Company and UD’s existing sector network, investment bankers, and established industry relationships. The successful completion of this financing, however, cannot be guaranteed. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities if the Company is unable to continue as a going concern.

Note 2 –Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and notes required by GAAP for annual financial statements. A complete discussion of the Company’s significant accounting policies is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary to present the financial position of the Company as of June 30, 2026 and the results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have not been audited by the Company’s independent registered public accounting firm, except that the year-end consolidated balance sheet was derived from audited financial statements. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the operating results for the full fiscal year or any future period.

Reverse Stock Splits

On June 16, 2025, in order to maintain a minimum closing bid price of $1.00 per share, as required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2), the Company effectuated a 1-for-25 reverse stock split of its issued and outstanding common stock. On June 11, 2026, the Company effectuated a 1-for-10 reverse stock split of its issued and outstanding common stock (collectively, the “Reverse Stock Splits”).

No fractional shares were issued as a result of the Reverse Stock Splits. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Splits received one full share of the post-Reverse Stock Splits Common Stock in lieu of such fractional share. The Reverse Stock Splits had no effect on the Company’s authorized shares of common stock or preferred stock and the par value remained unchanged at $0.00001.

The Reverse Stock Splits reduced the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s outstanding warrants, restricted stock units and convertible preferred stock in proportion to the ratio of the Reverse Stock Splits and caused a proportionate increase in the exercise or conversion prices of such convertible securities, as applicable. All common stock share, option, warrant and per share amounts (except our authorized but unissued shares and previously reserved shares) have been retroactively adjusted in these unaudited condensed consolidated financial statements and related disclosures.

Basis of Consolidation

The unaudited condensed consolidated financial statements have been prepared on a consolidated basis with Shuttle Pharmaceuticals, Inc., Shuttle Diagnostics, Inc., and Molecule.ai., wholly-owned subsidiaries of the Company. All intercompany transactions and balances have been eliminated.

In May 2026, as a result of the merger transaction described in Note 7, United Dogecoin became wholly-owned by the Company. However, the Company does not have a controlling interest in United Dogecoin and, as such, does not consolidate United Dogecoin. See Note 7 for discussion on the accounting for the Company’s non-control investment in United Dogecoin.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates are contained in the accompanying unaudited condensed consolidated financial statements for the valuation of debt, warrants, pre-funded warrants, contingent consideration liabilities, bifurcated derivative liabilities, stock-based compensation awards, and other financial instruments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As of June 30, 2026 and December 31, 2025, cash and cash equivalents consisted of the following:

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000 per institution. As of June 30, 2026, no cash balances were held in excess of federally insured limits. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Investment in Equity Securities

The Company accounts for investments in equity securities in accordance with ASC 321,Investments – Equity Securities. For investments that do not have a readily determinable fair value and for which the Company does not exercise significant influence, the investments are carried at cost, less any impairment, adjusted for observable price changes from orderly transactions involving identical or similar investments of the same issuer. The Company evaluates such investments for impairment at each reporting date by performing a qualitative assessment of impairment indicators. If this assessment indicates the investment is impaired, the Company estimates the investment’s fair value and recognizes an impairment loss in earnings equal to the excess of the carrying value over fair value, establishing a new cost basis for the investment.

Fair Value of Financial Instruments

The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

The carrying amounts of the Company’s financial instruments including cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments.

Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis and their fair value hierarchy as of June 30, 2026 and December 31, 2025:

See Note 5 and Note 9 for additional disclosures related to the fair value of the Company’s convertible notes and derivative liabilities, respectively.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations.

For our derivative financial instruments classified as a liability, we use a Black-Scholes Model to value the derivative instruments at inception and on subsequent valuation dates. The model requires specification of the current stock price, exercise price, expected term, expected volatility, a risk-free interest rate aligned with the expected term, and expected dividend yield. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.

Convertible Notes Payable

The Company accounts for its Convertible Bridge Notes (as defined in Note 5) under the fair value option in accordance with ASC 825,Financial Instruments(“ASC 825”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. Additional term or other notes may be issued in subsequent periods where the Company would be able to make a fair value option election upon issuance provided eligibility criteria are met. The Company records the portion of the Convertible Bridge Notes that are issued and outstanding for accounting purposes at fair value with changes in fair value recorded in other income (expense), net in the unaudited condensed consolidated statements of operations, except for the portion of the total change in fair value that results from a change in the instrument-specific credit risk of the Convertible Bridge Notes, which is recorded in other comprehensive income (loss), if applicable. No loss was attributed to changes in credit risk for the periods presented therefore net loss was equal to comprehensive loss. The fair value option election was made to align the accounting for the Convertible Bridge Notes with the Company’s financial reporting objectives and reduce operational effort to account for embedded features that otherwise would require bifurcation as a separate unit of account.

Pursuant to the fair value option election, direct and incremental debt issuance costs and consideration paid to the lender related to the Convertible Bridge Notes were expensed as incurred and recorded in other income (expense), net in the unaudited condensed consolidated statements of operations.

For convertible notes for which the fair value option is not elected, the Company evaluates the convertible notes for embedded features and bifurcates these features (such as conversion options and redemption options) from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Convertible Preferred Stock

The Company evaluates its preferred stock instruments pursuant to FASB ASC 480,Distinguishing Liabilities from Equity (“ASC 480”) and other applicable accounting guidance to determine whether such instruments should be classified as liabilities, temporary equity, or stockholders’ equity. Preferred stock instruments that are mandatorily redeemable or otherwise constitute an obligation requiring the Company to transfer assets are classified as liabilities. Preferred stock instruments that are redeemable for cash or other assets upon events that are not solely within the Company’s control are evaluated for temporary equity classification.

The Company’s Series B-1 and Series B-2 Convertible Preferred Stock do not contain redemption features that require liability or temporary equity classification. Accordingly, the Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock are classified within stockholders’ equity. As of June 30, 2026, the Company had 9,673 shares of Series B-1 Convertible Preferred Stock and 1,910 shares of Series B-2 Convertible Preferred Stock issued and outstanding. The Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock each have a stated value and liquidation preference of $5,000 per share.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815,Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. Finally, the Company determines if the warrants meet the definition of a derivative based on their contractual terms. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations. The Company also evaluates if changes in contractual terms or other considerations would result in the reclassification of outstanding warrants from liabilities to stockholders’ equity (or vice versa).

The Company may also issue or enter into arrangements to issue pre-funded warrants that contain contingent issuance, settlement or exercisability provisions. The Company evaluates these instruments under ASC 480 and ASC 815 to determine whether the instruments should be classified within stockholders’ equity or accounted for as liabilities. For contingent pre-funded warrants determined to be equity-classified, the instruments are recorded within additional paid-in capital at their estimated fair value on the applicable measurement date and are not subsequently remeasured unless modified or required to be reclassified. If contingent pre-funded warrants do not meet the criteria for equity classification, the instruments are recorded as liabilities at fair value and remeasured at each reporting date, with changes in fair value recognized in earnings.

When fair value measurement is required for contingent pre-funded warrants, the Company estimates fair value using a probability-weighted valuation approach that incorporates management’s assessment of the likelihood of satisfying the underlying contractual conditions. Significant assumptions utilized in these valuations may include the Company’s stock price, the expected timing of contingent events, the probability of satisfying specified performance, operational or other contractual conditions, and the likelihood of obtaining any required approvals.

Stock-Based Compensation

The Company accounts for stock-based compensation using the provisions of ASC 718,Stock-Based Compensation(“ASC 718”), which requires the recognition of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant-date based on the fair value of the awards. The fair value of restricted stock units (“RSUs”) is based on the quoted price of our common stock on the grant-date. We estimate the grant-date fair value of stock options using the Black-Scholes option-pricing model, which requires certain assumptions that impact the estimation of fair value and related compensation expense. The assumptions used to estimate fair value include the expected volatility of a representative peer group of publicly traded companies, the risk-free interest rate, the expected term of the award, and the expected dividend yield. A description of the key assumptions used in determining the fair value of stock options is provided below:

The Company accounts for forfeitures of grants as they occur. Compensation cost for awards is recognized using the straight-line method over the requisite service period

Research and Development Expenses

Research and development expenses are charged to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical and regulatory expenses, payroll and other personnel expenses, which may include portions of the Company’s executives to the extent they are actively involved in the research and development activities, materials, supplies, related subcontract expenses, and consulting costs.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use asset (“ROU”), operating lease liability - current, and operating lease liability - noncurrent on the consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the related obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing, over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge will be recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairments of long-lived assets during the periods presented.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

Internal-Use Software

All costs related to the development of internal use software, other than those incurred during the application development stage, are expensed as incurred. Costs incurred during the application development stage are capitalized and amortized over the estimated useful life of the software, which is typically four years. The estimated useful lives of internally developed software are reviewed frequently and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. Capitalized internally developed software costs are amortized on a straight-line basis over their expected economic lives. Amortization of these costs begins once the product is ready for its intended use. The amount of costs capitalized within any period is dependent on the nature of software development activities and projects in each period.

Intangible Assets

Intangible assets can include intangible assets acquired as part of business combinations, asset acquisitions and other business transactions. The Company records intangible assets at cost, net of accumulated amortization and accumulated impairment losses, if any. Cost is measured based on the fair values of cash consideration paid and equity interests issued. The cost of an intangible asset acquired is its acquisition date fair value. Amortization of definite life intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740,Income Taxes (“ASC 740”). ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, the Company does not foresee generating taxable income in the near future and utilizing its deferred tax asset, therefore, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

***Segment Information ***

Operating segments are defined as components of an enterprise about which separate and discrete information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM, its chief executive officer, evaluates the Company’s operations and manages its business as a single operating segment. With the exception of the Molecule.ai intangible asset, substantially all of the Company’s long-lived assets are held in the United States. The Molecule.ai intangible asset is recorded on the books of the Company’s Canadian subsidiary. Refer to Note 11 for the Company’s disclosure on its single operating segment.

Net Loss Per Common Stock

Net loss per share of common stock requires presentation of basic and diluted earnings per common share on the face of the unaudited condensed consolidated statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to diluted earnings per share.

In the accompanying unaudited condensed consolidated financial statements, basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the year. Certain warrants issued and outstanding include terms and conditions resulting in the treatment as participating securities. Such warrants do not include an obligation for the warrant holders to fund the losses of the Company. Therefore, these warrants are excluded from the calculation of earnings per common share in periods of net loss.

Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding and potentially dilutive shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through convertible securities, contingent share arrangements, stock options and warrants unless the result would be antidilutive.

The dilutive effect of restricted stock units and other stock-based payment awards subject to vesting and common stock warrants is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.

Given the nominal exercise price of the Company’s pre-funded warrants, other than the 2026 Pre-Funded Warrants, such pre-funded warrants are included in the calculation of basic and diluted net loss per share as the exercise price per warrant is deemed non-substantive when compared to the fair value of the underlying common shares. The 2026 Pre-Funded Warrants are contingently issuable uponthe achievement of specified milestone events, subject to stockholder approval (see Note 8). Contingently issuable shares are considered outstanding common shares and included in basic net loss per share as of the date that all necessary conditions have been satisfied (i.e., when issuance of the shares is no longer contingent on any conditions except the passage of time).

For the six months ended June 30, 2026 and year ended December 31, 2025, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive:

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for the Company’s fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09, effective December 31, 2025, in these unaudited condensed consolidated financial statements. ASU 2023-09 which only impacted the disclosures and did not otherwise impact the unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03,Disaggregation of Income Statement Expenses (“DISE”), which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements. ASU 2024-03 is effective for all public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that this standard may have on its unaudited condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06,Intangibles-Goodwill and Other-Internal-use Software (Subtopic 350-40), which modernizes the accounting framework for internal-use software. The ASU removes all references to prescriptive and sequential software development stages to reflect the current software development methodologies and frameworks. Under the ASU, an entity is required to start capitalizing software development costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that this standard may have on its unaudited condensed consolidated financial statements and related disclosures.

There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance that are of significance or potential significance to the Company.

Note 3 –Leases

Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments as of the lease commencement date. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company currently has a lease agreement which allows for the use of a laboratory facility, entered into on February 16, 2023, with base rent of $7,206 per month for a period of 64 months, which increases at the rate of 3% per year, that commenced June 1, 2023. The lease included a six-month 50% rent abatement upon commencement. Additional common area maintenance (“CAM”) fees are charged monthly and revised annually. In addition to monthly base rent, the Company pays monthly CAM fees, which are being expensed as incurred. An irrevocable letter of credit (“LOC”) for the security deposit of $43,234 and base rent of $3,891, including 50% abatement, and $3,315 of CAM cost, was due and paid on execution of the lease agreement. Alexandria Real Estate (ARE-QRS-CORP) is the beneficiary of the LOC. The current LOC expired on March 1, 2026.

Following the Company’s discontinuation of its clinical trial for Ropidoxuridine, the Company committed to a plan to pursue a sublease for its laboratory space. During May 2026, the Company executed a sublease agreement for its laboratory space, with the subtenant taking occupancy on May 15, 2026. The sublease has a stated term through August 30, 2028 and is coterminous with the underlying lease. The sublease may terminate earlier if the underlying lease is terminated prior to its contractual expiration date. During the three and six months ended June 30, 2026, the Company recognized $6.0 thousand of sublease income which is included as a reduction to general and administrative expenses in the condensed consolidated statements of operation.

As a result of the previously identified decline in the expected economic benefit of the leased space, the Company recorded total non-cash impairment charges of $109.2 thousand related to its operating lease right-of-use asset during the year ended December 31, 2025, to reflect the reduced expected economic value of the operating lease right-of-use asset based on estimated sublease rates. The impairment charges are recorded within research and development expenses in the condensed consolidated statements of operations.

The following summarizes the right-of use asset and lease information for the Company’s operating leases:

Future non-cancelable minimum lease payments under the operating lease liability as of June 30, 2026, are as follows:

Note 4 –Notes Payable-Related Party

On October 14, 2024, as part of the senior convertible note offering described in Note 5, the Company entered into a loan with a former officer of the Company in the amount of $250,000 (principal) with an interest rate of 14.5% per annum due October 13, 2025, and warrants to purchase 402 shares of common stock at an exercise price of $350.00 per share. As of December 31, 2025, there wasno outstanding principal and interest balances for these related party notes. Under the fair value option, the senior convertible note was $206,085 as of December 31, 2024. The convertible note converted to 3,922 shares of the Company’s common stock in October 2025.

On September 4, 2024, the Company issued a $250,000 promissory note (the “Promissory Note”) to a former officer of the Company. The Promissory Note accrues interest at 12% per annum and is repayable in 12 substantially equal installments over a period of one year. During the year ended December 31, 2025, the Company incurred $8,730 in interest expense relating to this Promissory Note. For the year ended December 31, 2025, the Company repaid the remaining principal balance of $190,270.

Note 5 –Convertible Notes and Loan Agreement

Revolving Note Agreement

On February 27, 2025, the Company entered into a Revolving Loan Agreement with Bowery Consulting Group Inc. (“Bowery”) (the “Lender”). Pursuant to and under the terms of the Revolving Loan Agreement, the Company issued a revolving note dated February 28, 2025 in the principal amount of up to $2,000,000 (the “Revolving Note”), which the Company may draw upon at its discretion from time to time through its maturity on February 28, 2026.

The Company recognized deferred loan costs of approximately $78.0 thousand in relation to the closing of the Revolving Loan Agreement and were amortized to interest expense on a straight-line basis to the maturity of the Revolving Loan Agreement. During the three and six months ended June 30, 2026, the Company recognized $0 and $12.1 thousand in interest expense related to the amortization of these deferred loan costs, respectively. The Revolving Loan expired on February 28, 2026.

2024 Convertible Bridge Notes

During October 2024, the Company completed a senior convertible note offering in two closings, as further described below.

On October 14, 2024, the Company issued an aggregate of $600,000 (of an up to $1.3 million authorized financing) senior secured convertible notes due in October 2025, which accrue interest at 14.5% interest per year. The notes included a 5% original issue discount and the Company received $570.0 thousand in proceeds. The notes were optionally convertible by each holder at a 10% premium beginning three months after the date of issuance, and the conversion price would be the 5-day volume-weighted-average price (“VWAP”) immediately prior to Closing unless re-set (one-time only) by a lower price of an offering entered into by the Company during the term of the notes. The Company had the option to prepay the notes at any time for 107% of total outstanding balance and any outstanding principal would be paid in conversion of shares of common stock at a 15% discount at the end of the term, subject to the Company’s exercise of the optional prepayment right. Any accrued interest was repaid quarterly in cash. The Company also issued warrants to the lenders to purchase an aggregate 964 shares of common stock, exercisable at $350.00 per share, with such warrants expiring five years from issuance. In addition, the Company’s former Chief Executive Officer and Chief Scientific Officer, Dr. Anatoly Dritschilo, invested a total of $237.5 thousand in this financing round, in exchange for a $250.0 thousand convertible note (see Note 4).

As part of the same offering, on October 21, 2024, the Company issued an additional $231.6 thousand in senior secured convertible notes due in October 2025, with substantially similar terms as the October 14, 2024, issuance. The notes include a 5% original issue discount and the Company received $220.0 thousand in proceeds. The Company also issued warrants to the lenders to purchase an aggregate 355 shares of common stock, exercisable at $372.50 per share, with such warrants expiring five years from issuance. Upon completing this issuance, the Company closed the senior secured convertible note offering after receiving a total of $790.0 thousand in proceeds.

Immediately prior to their mandatory conversion, the Company remeasured the fair value of the Convertible Bridge Notes based on the number of shares to be issued upon conversion and the fair value of the Company’s common stock immediately prior to conversion. Upon mandatory conversion of the outstanding principal in October 2025, the Company issued 11,762 shares of common stock. The fair value of the Company’s common stock at October 14, 2025 and October 21, 2025 was $39.20 and $34.70 per share.

The following table summarizes the changes in the carrying value of the Convertible Bridge Notes:

Note 6 –Molecule.ai Asset Acquisition

On November 20, 2025, the Company, through its wholly-owned subsidiary 1563868 B.C. Ltd, entered into an asset purchase agreement with 1542770 B.C. Ltd (the “Selling Party”) pursuant to which the Company purchased certain assets of the Selling Party, including, among others, the Selling Party’s AI-driven life sciences platform, all as more specifically set forth in the asset purchase agreement (the “Molecule.ai APA”). In exchange for the acquired assets, the Company agreed to pay the Selling Parties (i) a cash payment of $3,000,000 at Closing, (ii) a first installment of $3,000,000 payable six months after Closing, and (iii) a second installment of $2,000,000 payable twelve months after closing, with both installments payable in cash or common stock at the Selling Party’s discretion, subject to a 19.99% equity issuance cap without shareholder approval. In addition, the Selling Party is entitled to contingent consideration of up to $2,000,000, payable upon achievement of specified technology development milestones within six months post-closing. Any portion of the consideration settled in equity will be measured based on the volume-weighted-average price of the Company’s common stock over the ten trading days preceding the payment date.

Concurrently, the Company executed a consulting agreement pursuant to which the founder of the Selling Party will provide specified consulting services to enhance, upgrade and develop new features for the AI-driven platform. The term of the consulting agreement is one year, cancellable at any time by either party with thirty days’ notice. Total consideration under the consulting agreement is approximately $0.1 million per year, payable in equal monthly installments. The Company concluded that the payments under the consulting agreement are commensurate with the fair market value of the services to be provided and that there are no economic interdependencies between the consulting agreement and the Molecule.ai APA.

On December 23, 2025, the parties executed a First Amendment (the “First Amendment”) to the Molecule.ai APA pursuant to which a portion of the first installment payment was accelerated. The Company issued 32,050 shares of common stock for an aggregate value of approximately $0.6 million, with the remaining balance of the first installment payable in accordance with the original terms.

The Molecule.ai APA contains customary mutual indemnification provisions under which each party agrees to indemnify the other for certain losses arising from breaches of representations, warranties, and covenants and specified pre-/post-closing liabilities, subject to customary limitations such as survival periods, thresholds, and caps.

The total acquisition date purchase consideration as determined by the Company is as follows:

The Company incurred approximately $0.1 million of transaction expenses related to the acquisition, which were capitalized and included in the initial carrying value at the date of the acquisition.

The Company accounted for the transaction as an asset acquisition due to the determination that substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets. The Company believes the “substantially all” criterion was met with respect to the acquired intellectual property as it acquired no other assets and assumed no liabilities in the transaction. Further, the Company concluded that the asset acquired represented a developed technology asset as the assets did not meet the definition of an in-process research and development asset. Accordingly, the purchase consideration, plus transaction costs, was allocated to the developed technology asset, with no goodwill recognized. The Company estimates that the developed technology asset has a useful life offour years.

The carrying value of the developed technology asset is summarized as follows:

On May 4, 2026, Shuttle entered into a Second Amendment (the “Second Amendment”) to the Molecule.ai APA. Pursuant to the terms and conditions of the Second Amendment, the Company (i) issued 270 shares of Series B-1 Convertible Preferred Stock to the Selling Party and (ii) paid the Selling Party approximately $3.6 million in cash as payment of the first and second installment payment (discussed above) and (iii) agreed to issue up to three installments of Milestone Pre-Funded Warrants (see Note 8). Each installment is exercisable for 128,144 shares of Common Stock (for a total of up to 384,432 shares of Common Stock if all three Milestone Events are achieved). In connection with the Amendment, the Selling Party agreed to return to the Company for cancellation,32,050 shares of Common Stock issued to the Seller pursuant to the First Amendment. However, as of June 30, 2026, these shares had not yet been returned and remained issued and outstanding as of that date.

The Company accounted for the Second Amendment as a troubled debt restructuring involving a combination of partial satisfaction of the payable and modification of its terms. In measuring the restructuring, the Company considered the cash paid, the $66,343 fair value of the Series B-1 Convertible Preferred Stock, the $233,833 fair value of the 2026 Pre-Funded Warrants transferred or issuable to the Selling Party, and the $266,012 fair value of the common shares contractually returnable to the Selling Party as components of the integrated settlement. The fair value of the common shares to be returned reduced the net consideration transferred by the Company. Based on this analysis, the carrying amount of the payable immediately before the restructuring exceeded the net settlement by $755,121. The remaining restructured obligation was evaluated based on the undiscounted future cash payments required under the amended terms. The Company recognized this amount as a gain on extinguishment of debt in the unaudited condensed consolidated statements of operations.

Because the common shares had not been returned as of June 30, 2026, the Company accounted for its contractual right to receive the 32,050 shares as a prepaid share repurchase and recorded $266,012 as a reduction of additional paid-in capital. The shares remained legally outstanding at June 30, 2026 but were excluded from the calculation of basic and diluted earnings per share.

Note 7 –United Dogecoin Merger Agreement

On April 30, 2026, the Company 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 the Company organized for the purpose of effecting the merger, and United Dogecoin. Upon the closing of the merger on May 6, 2026, Shuttle Merger Sub, Inc. merged with and into United Dogecoin, with United Dogecoin surviving the Merger. As a result of the Merger, United Dogecoin became wholly-owned by the Company.

Merger Consideration

In connection with the Merger Agreement, the Company issued 8,403 shares of newly designated Series B-1 Convertible Preferred Stock, par value $0.00001 per share, to the shareholders of United Dogecoin, in exchange for 100% of their outstanding equity interests. The Series B-1 Convertible Preferred Stock is convertible into shares of the Company’s common stock only following receipt of stockholder approval, subject to the terms of the Series B-1 Convertible Preferred Stock, including applicable conversion limitations and beneficial ownership limitations. Further, the Series B-1 Convertible Preferred Stock is a non-voting security prior to its conversion into the Company’s common stock.

Subject to receipt of stockholder approval, each share of Series B-1 Convertible Preferred Stock is convertible into 403.3 shares of the Company’s common stock, par value $0.00001 per share, at an initial conversion price of $12.40 per share, subject to adjustment. The Series B-1 Convertible Preferred Stock is also subject to a beneficial ownership limitation of 4.99%, which may be increased up to 19.99% at the election of the holder.

In addition, holders of United Dogecoin common stock may be entitled to receive up to 12,292,753 2026 Pre-Funded Warrants exercisable for an equivalent number of shares of the Company’s common stock. The 2026 Pre-Funded Warrants are issuable in equal installments only upon the receipt of the required stockholder approvaland achievement of one or more of the Milestone Events (as defined in Note 8, subject to Note 12).

On August 31, 2026, one of the Milestone Events was amended to reduce the number of Mining Rigs required for issuance of 2026 Pre-Funded Warrants under the Merger Agreement (see Note 12).

Accounting for the Merger

As the Series B-1 Convertible Preferred Stock is non-voting prior to its conversion, and its conversion is predicated on the receipt of the required stockholder approval, the former shareholders of United Dogecoin do not obtain any voting interests in the Company upon the completion of the Merger, and until such time that the Series B-1 Convertible Preferred Stock converts into the Company’s common stock. Further, the terms of the Merger Agreement provide for contractual restrictions on the ability of the Company or its board of directors to exercise operational authority or control over any of the key operating activities of United Dogecoin, such as access and control of United Dogecoin bank accounts, authority for the approval or disapproval of United Dogecoin expenditures, obligations and other commitments of funds, the authorization of any hiring, termination or compensation decisions and the receipt, use and disbursement of any and all funds or other assets of United Dogecoin, until the required stockholder approval is obtained.

Given the non-voting nature of the Series B-1 Convertible Preferred Stock prior to conversion to the Company’s common stock and the contractual restrictions on the ability of the Company to exercise any operational authority or control over United Dogecoin, the Company concluded that there was no transfer or change of control that occurred upon the closing of the Merger, and such transfer or change of control would be deferred until the receipt of approval by the Company’s stockholders, after which the Series B-1 Preferred Stock would automatically convert to the Company’s common stock and provide the holders of United Dogecoin with a majority interest in the voting stock of the Company. As of June 30, 2026, such stockholder approval had not been obtained. Accordingly, the Company concluded that it did not obtain control of United Dogecoin as of June 30, 2026, and the transaction did not qualify as a completed business combination or acquisition for accounting purposes as of that date.

The Company also concluded that United Dogecoin was a variable interest entity, but the Company was not the primary beneficiary, therefore they were not required to consolidate, nor were they required to be accounted for as an equity method investment under ASC 323,Investments—Equity Method and Joint Ventures, due to the lack of ability to exercise significant influence over United Dogecoin. As a result, the Company has accounted for its interest in United Dogecoin as an investment in equity securities and initially recorded at cost as of the closing of the Merger. The Company viewed the completion of the Merger and the PIPE financing as a single, integrated financing transaction. In connection with this transaction, The Company recognized the Series B-1 Convertible Preferred Stock and 2026 Pre-Funded Warrants at fair value, resulting in an allocation of $2,064,730 to the Series B-1 Preferred Stock and $7,477,157 million to the 2026 Pre-Funded Warrants. The aggregate fair value of $9,541,887 was recorded as the initial cost basis of the Investment in United Dogecoin, with a corresponding increase to additional paid-in capital. Additionally during the three months ended June 30, 2026, the Company recognized an additional $3.9 million investment in United Dogecoin, measured at cost, for PIPE proceeds provided to UD, which are not expected to be repaid to the Company. to support UD’s operations.

The balance of Investment in United Dogecoin as of June 30, 2026 consists of the following:

The Company has elected to subsequently measure the investment in United Dogecoin using the measurement alternative for investments in equity securities without readily determinable fair values. As of June 30, 2026, there were no identified revaluation events and no indicators of impairment identified. The Company will continue to evaluate the investment for impairment and will reassess the accounting treatment in future periods upon the occurrence of additional events, including receipt of the required stockholder approval or other changes in facts and circumstances that may result in the Company obtaining control of United Dogecoin.

Financial Advisor Fee

In connection with the Merger Agreement, the Company issued to E.F. Hutton & Co.750 shares of Series B-1 Convertible Preferred Stock, each of which are convertible into 403.3 shares of the Company’s common stock at an initial conversion price of $12.40 per share, subject to adjustment and applicable beneficial ownership limitations. The Company also agreed to issue 2026 Pre-Funded Warrants exercisable for an aggregate of 1,475,482 2026 Pre-Funded Warrants exercisable for an equivalent number of shares of the Company’s common stock. The 2026 Pre-Funded Warrants are issuable only upon the receipt of the required stockholder approval, and are exercisable upon the achievement of three specified milestone events, each corresponding to one-third of the total 2026 Pre-Funded Warrants that may be issuable (see Note 8). The Company recognized the fair value of the Series B-1 Convertible Preferred Stock and 2026 Pre-Funded Warrants, totaling $857,390, within general and administrative expenses, with a corresponding increase to additional paid-in capital.

Due to United Dogecoin

Certain operating expenses of the Company, including legal, professional, and rent expenses, were paid directly by United Dogecoin, which is presented as Due to United Dogecoin on the consolidated balance sheets.

Note 8 –Stockholders’ Equity

Common Stock

During the six months ended June 30, 2026, the Company issued:

During the six months ended June 30, 2025, the Company issued:

March 2025 Equity Financing

On March 12, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with WestPark Capital, Inc. (“WestPark”) as the sole underwriter, related to a public offering (the “Offering”) of (i)5,364 shares of common stock of the Company, at a public offering price of $75.00 per share and (ii) pre-funded warrants to purchase 71,303 shares of common stock at an exercise price of $0.25 per share, at a public offering price of $74.75 per Pre-Funded Warrant (the “March 2025 Pre-Funded Warrants”). The Offering closed on March 13, 2025.

The Offering resulted in gross proceeds of approximately $5.7 million and net proceeds of approximately $5.0 million, reflecting approximately $0.7 million of legal costs and other expenses connected with the transaction.

The March 2025 Pre-Funded Warrants were exercisable at any time after March 13, 2025, at an exercise price of $0.25 per share. The March 2025 Pre-Funded Warrants contained standard adjustments to the exercise price, including for stock splits, stock dividends and pro rata distributions and contain customary terms regarding the treatment of such March 2025 Pre-Funded Warrants in the event of a fundamental transaction, which included but are not limited to a merger or consolidation involving the Company, a sale of all or substantially all of the assets of the Company or a business combination resulting in any person acquiring more than 50% of the outstanding shares of common stock of the Company. Additionally, the March 2025 Pre-Funded Warrants included restrictions on exercise in the event the holder’s beneficial ownership of the Company’s common stock would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

The Company concluded that the March 2025 Pre-Funded Warrants met the requirements to be classified in stockholders’ equity, and have been recorded as additional paid in capital.

As of June 30, 2026, all 71,303 of the March 2025 Pre-Funded Warrants have been exercised.

June 2025 Private Placement

On June 20, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) in a private placement, and engaged WestPark as the sole placement agent, pursuant to which the Company agreed to sell an aggregate of $4.3 million of its securities. The private placement consisted of the issuance of (i)2,193 shares of common stock of the Company and purchase price of $36.00 per share, and (ii)115,895 pre-funded warrants, each topurchase one share of common stock of the Company at a purchase price of $35.99 and exercise price of $0.01 per pre-funded warrant (the “June 2025 Pre-Funded Warrants”) to one investor. The private placement closed on June 24, 2025. The private placement resulted in gross proceeds of approximately $4.3 million and net proceeds of approximately $3.9 million, reflecting approximately $0.4 million of placement agent fees, legal costs and other expenses connected with the transaction.

The June 2025 Pre-Funded Warrants are exercisable at any time after issuance on June 24, 2025, at an exercise price of $0.01 per share. The June 2025 Pre-Funded Warrants contain standard adjustments to the exercise price, including for stock splits, stock dividends and pro rata distributions and contain customary terms regarding the treatment of such June 2025 Pre-Funded Warrants in the event of a fundamental transaction, which include but are not limited to a merger or consolidation involving the Company, a sale of all or substantially all of the assets of the Company or a business combination resulting in any person acquiring more than 50% of the outstanding shares of common stock of the Company. Additionally, the June 2025 Pre-Funded Warrants include restrictions on exercise in the event the holder’s beneficial ownership of the Company’s common stock would exceed 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise.

In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement with the investor. Pursuant to the registration rights agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register for resale the shares of common stock, and the shares issuable upon exercise of the pre-funded warrants issued under the purchase agreement, within 10 days of the closing date, and to have such registration statement declared effective within 90 days of the closing date (or 120 days if the registration statement is reviewed by the SEC). The registration rights agreement provided that the Company would be obligated to pay certain liquidated damages to the investor if the Company failed to file the resale registration statement, or to have such registration statement declared effective by such dates. The Company was prepared to file the registration statement within the deadline required under the registration rights agreement but due to requests by the investor, the Company did not file the registration statement until August 4, 2025, upon receiving the investor’s request to do so. The registration statement was declared effective on August 11, 2025.

The Company concluded that the shares and June 2025 Pre-Funded Warrants met the requirements to be classified in stockholders’ equity, and the proceeds from the issuance of the shares and June 2025 Pre-Funded Warrants have been recorded in additional paid-in capital.

As of June 30, 2026, all pre-funded warrants related to the June 2025 Private Placement have been exercised.

November 2025 Equity Financing

On November 3, 2025, the Company entered into a securities purchase agreement with Alternative Investment Capital Inc. (the “Purchaser”, “Investor”, or the “Holder”), pursuant to which the Company agreed to issue and sell to the Purchaser in a private placement transaction (the “Offering”) pre-funded warrants (the “November 2025 Pre-Funded Warrants”) to purchase up to 62,516 shares of common stock of the Company for aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees to WestPark and offering expenses payable by the Company. The Offering closed on November 4, 2025. The Offering resulted in gross proceeds of approximately $2.5 million and net proceeds of approximately $2.3 million, reflecting approximately $0.2 million of legal costs and other expenses connected with the transaction.

The November 2025 Pre-Funded Warrants are exercisable at any time after November 4, 2025, at an exercise price of $0.01 per share. The November 2025 Pre-Funded Warrants contain standard adjustments to the exercise price, including for stock splits, stock dividends and pro rata distributions and contain customary terms regarding the treatment of such November 2025 Pre-Funded Warrants in the event of a fundamental transaction, which include but are not limited to a merger or consolidation involving the Company, a sale of all or substantially all of the assets of the Company or a business combination resulting in any person acquiring more than 50% of the outstanding shares of common stock of the Company. Additionally, the November 2025 Pre-Funded Warrants include restrictions on exercise in the event the Purchaser’s beneficial ownership of the Company’s common stock would exceed 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise.

The Company concluded that the November 2025 Pre-Funded Warrants met the requirements to be classified in stockholders’ equity, and the proceeds from the issuance of the November 2025 Pre-Funded Warrants have been recorded in additional paid in capital.

As of June 30, 2026, all November 2025 Pre-Funded Warrants have been exercised.

March 2026 Equity Financing

On March 9, 2026, the Company closed an underwritten public offering of 223,880 shares of its common stock at a public offering price of $5.00 per share, resulting in gross proceeds of $3.5 million and net proceeds of approximately $3.2 million after deducting underwriting discounts, commissions, and offering expenses of $.3 million. The offering included 476,120 pre-funded warrants at a price of $4.99 per warrant, each exercisable for one share of common stock at a nominal exercise price of $0.01 per share.

As of June 30, 2026,442,000 of the March 2026 Pre-Funded Warrants have been exercised.

May 2026 PIPE Financing

On April 30, 2026, Shuttle entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors party thereto (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which Shuttle agreed to issue (i)1,910 newly designated Series B-2 convertible preferred stock, par value $0.00001 (the “Series B-2 Preferred Stock”) and (ii) the May 2026 PIPE Warrants (together with the Series B-2 Preferred Stock, the “PIPE Securities”) to purchase up to 100% of the number of shares of Common Stock underlying the Series B-2 Convertible Preferred Stock as of May 6, 2026, theclosing date (the “Closing Date”), exercisable for a period of three (3) years at an exercise price of $10.30 per share (the “PIPE Financing”).

Subject to receipt of stockholder approval, the shares of Series B-2 Convertible Preferred Stock will be automatically convertible (the “B-2 Share Conversion”), at a conversion price of $10.30 (subject to adjustment), which reflected a conversion rate of 485.4 shares ofcommon stock per share, into an aggregate of approximately 927,185 shares of Company Common Stock, subject to customary beneficial ownership limitations. In addition, subject to the receipt of stockholder approval, the Acquiror agreed to issue up to three equal installments of 2026 Pre-Funded Warrants to the Purchasers to purchase up to 1,049,540 shares of Acquiror Common Stock upon the achievement of a Milestone Event (for a total of 3,148,620 shares upon the achievement of all three Milestone Events.

Each of the following is a Milestone Event as defined in the Securities Purchase Agreement:

(i) the date upon which the Company or a subsidiary thereof purchased or purchases an aggregate of 2,000 dogecoin mining rigs (“Mining Rigs”);

(ii) the date upon which the Company or a subsidiary thereof achieves a minimum 90% fleet operational uptime (the “Minimum Uptime”) and maintains the Minimum Uptime for any seven (7) consecutive day period, excluding scheduled maintenance windows for servicing and force majeure events, and provided that such date is on or prior to the sixty (60) calendar day anniversary of the commencement of operational uptime of the Mining Rigs; and

(iii) the date upon which the Company or a subsidiary thereof executes a binding colocation and hosting agreement securing electrical power and related infrastructure services at a rate not exceeding $0.075 per kilowatt-hour, inclusive of all material operating costs.

The Company concluded that the Series B-2 Convertible Preferred Stock is equity-classified and recorded the instrument within stockholders’ equity upon issuance due to the absence of redemption features and because the instrument is expected to be settled through conversion into the Company’s common stock. The Company determined that the May 2026 PIPE Warrants are liability-classified and recorded them at fair value upon issuance because certain exercise price adjustment provisions are based on changes to other outstanding equity-linked instruments rather than solely on the Company’s common stock. As a result, the warrants do not qualify for equity classification. The May 2026 PIPE Warrants will be remeasured at fair value each reporting period, with changes in fair value recognized in earnings. The Company concluded that the contingent 2026 Pre-Funded Warrants represent equity-classified freestanding financial instruments. Accordingly, a portion of the residual PIPE proceeds was allocated to the contingent 2026 Pre-Funded Warrants based on their relative fair value and recorded within additional paid-in capital. Because the 2026 Pre-Funded Warrants are equity-classified, subsequent changes in estimated fair value are not recognized unless a modification or reclassification event occurs.

On the Closing Date, the PIPE Financing closed with the issuance of approximately $9.6 million of such Series B-2 Preferred Stock and May 2026 PIPE Warrants, and the contingent issuance of the 2026 Pre-Funded Warrants. Total issuance costs associated with the PIPE Financing were approximately $1.2 million. Consistent with the Company’s issuance-cost allocation methodology, approximately $0.2 million was allocated to the liability-classified May 2026 PIPE Warrants and recognized within earnings upon issuance through change in fair value of derivative liabilities, which is presented within other (expense) income. The remaining issuance costs were allocated to the equity-classified Series B-2 Convertible Preferred Stock and contingent 2026 Pre-Funded Warrants and recorded as a reduction of additional paid-in capital. As of June 30, 2026, stockholder approval had not been obtained, and no shares of common stock had been issued to permit the conversion of the Series B-2 Preferred Stock. In addition, the 2026 Pre-Funded Warrants had not been physically issued because their issuance remained subject to stockholder approval and achievement of the applicable milestone events.

Warrants

In connection with the Convertible Bridge Notes in October 2024, the lenders were granted warrants to purchase 964 shares of common stock, at an exercise price of $350.00 per share and warrants to purchase 354 shares of common stock, at an exercise price of $372.50 per share.

In connection with the October 2024 Convertible Note Financing, the Company issued pre-funded warrants to purchase up to 10,221 shares of common stock, at an exercise price of $0.25 per share, and warrants to purchase up to 11,803 shares of common stock, at an exercise price of $350.00 per share.

In connection with the May 2026 PIPE Financing, the Company issued May 2026 PIPE Warrants to purchase up to 927,185 shares of common stock, at an exercise price of $10.30 per share.

A summary of activity regarding warrants to purchase common stock (excluding pre-funded warrants) for the six months ended June 30, 2026 were as follows:

The warrants had intrinsic value of $0 as of June 30, 2026. All of the outstanding warrants are exercisable as of June 30, 2026.

Equity Incentive Plan

The Company’s 2018 Equity Incentive Plan provides for equity incentives to be granted to employees, executive officers, directors and key advisers and consultants. Equity incentive grants may be made in the form of stock options with an exercise price of not less than the fair market value of the underlying shares as determined pursuant to the 2018 Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The 2018 Plan is administered by the Company’s compensation committee. In May 2025, the Company increased the shares authorized under the 2018 Plan by 5,000,000 shares. As of June 30, 2026, the Company has authorized 8,000,000 shares of common stock for issuance under the 2018 Plan. As of June 30, 2026,17,000 shares have been granted, net of forfeitures, under the 2018 Equity Incentive Plan, of which 9,714 shares have vested.

Restricted Stock Units

The Company may grant restricted stock units (“RSU”) under our 2018 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of the 2018 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria and the form and timing of payment. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. RSUs granted typically vest annually in one third increments from the date of appointment.

During the years ended December 31, 2025 and 2024, pursuant to agreements with directors, officers and consultants,23,174 and 4,414 RSUs with a value of $1.1 million and $0.9 million were granted, respectively.

On February 27, 2025, the Company entered into a Revolving Loan Agreement with Bowery Consulting Group Inc. (“Bowery”) where the Company may borrow from Bowery an aggregate principal amount of up to $2,000,000 (see Note 5). As part of one of the lender conditions, no less than four of the current board members were to resign, with three new nominees to be elected and appointed by the remaining members of the Company’s Board of Directors. Upon the resignation of the four board members, vesting of all outstanding unvested RSUs held by the departing board members were allowed to accelerate immediately. The Company concluded that the acceleration represented a modification of the outstanding unvested RSUs. As a result of the modification, the Company recorded approximately $0.5 million of stock-based compensation expense. On September 8, 2025, the managing partner of Bowery was appointed to the Company’s Board of Directors. As a result, Bowery became a related party effective as of that date.

On August 31, 2025 and September 11, 2025, Steve Richards and Joseph Tung, respectively, resigned from their positions on the Board of Directors. Upon the resignation of the two board members, vesting of 737 RSUs held by each departing board member, for a total of 1,474 were allowed to accelerate immediately and the remaining unvested RSUs were forfeited. The Company concluded that the acceleration represented a modification of the outstanding unvested RSUs. As a result of the modification, the Company recorded an insignificant amount of stock-based compensation expense.

On May 8, 2025, the Company and Dr. Anatoly Dritschilo (“Dr. Dritschilo”) executed a Settlement Agreement and General Release pursuant to which Dr. Dritschilo agreed to resign from his position as the Company’s Chief Scientist Officer and Director of the Company’s Board of Directors on May 9, 2025. Under the Agreement and as consideration for timely signing, not timely revoking, and compliance with the promises made therein, the Company agreed to issue 3,857 RSUs, which vest in two years from issuance date. The fair value of the Company’s common stock at close of market on May 9, 2025 was $58.25 per share, for an aggregate fair value of the RSUs of $0.2 million. In November 2025, the Company accelerated recognition of the remaining unrecognized stock-based compensation expense of $0.2 million associated with Dr. Dritschilo’s Settlement Agreement. As the Company is winding down its clinical trial activities, management concluded the remaining service requirements were no longer substantive; therefore, the remaining expense was recognized in November 2025. The expense is presented within research and development expense for the year ended December 31, 2025, and no additional expense will be recognized thereafter.

On November 21, 2025, Mr. Lorber resigned from his position as Chief Financial Officer. In connection with his resignation, the Company and Mr. Lorber entered into a Separation Agreement and Mutual Release (the “Separation Agreement”). Under the Separation Agreement, specified portions of Mr. Lorber’s RSU awards were modified to accelerate and vest on February 8, 2026, which coincided with (i) the expiration of his obligation to remain available for reasonable consultation/inquiries under the Separation Agreement and (ii) the vesting date of the August 12, 2025 RSU award under its original terms. As a result of the modification,1,500 RSUs were forfeited and 3,986 RSUs remained outstanding through February 8, 2026. The remaining 3,986 RSUs vested on February 8, 2026 and no RSUs associated with such awards remained outstanding as of June 30, 2026. As a result of the modification, the Company recognized an insignificant incremental stock-based compensation expense during the year ended December 31, 2025.

On May 3, 2026, Oleh Nabyt resigned from the Company’s Board of Directors. In accordance with the terms of the applicable RSU award agreements, all 3,415 unvested RSUs held by Mr. Nabyt were forfeited upon his resignation.

As of June 30, 2026, there was $0.1 million of unrecognized RSU compensation cost related to non-vested stock-based compensation arrangements which is expected to be recognized over a weighted-average period of 1.91 years.

The following is a summary of activity regarding Restricted Stock Units issued:

Stock-based compensation expense related to RSUs was classified as follows for the three and six months ended June 30, 2026 and 2025:

United Dogecoin 2026 Stock Option Plan

On April 29, 2026, the United Dogecoin Board of Directors and its then stockholders approved the United Dogecoin, Inc. 2026 Stock Option Plan (the “UD Plan”) and authorized grants of stock options. Under the UD Plan, a total of 444,799 shares of common stock were reserved for issuance. Pursuant to the Merger Agreement (see Note 7), all outstanding stock options granted under the UD Plan, totaling 444,799, were converted into Shuttle stock options. The stock options generally vest over a two-year period, with 25% of the award vesting every six months.

The following weighted-average assumptions were used in estimating the grant-date fair value of stock options granted during the six months ended June 30, 2026:

The following table summarizes stock option activity for the six months ended June 30, 2026:

The Company accounts for the cost associated with the options issued to contractors and non-employees of United Dogecoin as stock options issued to non-employees (of a non-consolidated entity) and as an addition to its cost basis investment in United Dogecoin because the options were issued pursuant to the preexisting Merger Agreement. During the three and six months ended June 30, 2026, the Company recognized $244,087 related to the replacement options, which was recorded as an increase to the Investment in United Dogecoin on the consolidated balance sheets.

Note 9 –Derivative Liabilities

Fair Value Assumptions Used in Accounting for Derivative Liabilities

ASC 815 requires the Company to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.

In January 2023, in connection with the issuance of a certain Convertible Note (the “Alto Convertible Note”), the Company issued warrants (the “Alto Warrants”) to purchase 510 shares of common stock, with an exercise price of $33.80 per share valued at inception at $1.1 million and as of June 30, 2026, at less than $0.1 million. The Company determined that the derivative liabilities from the Alto Warrants issued in relation to the Alto Convertible Note did not qualify for classification as equity instruments due to the existence of certain net cash settlement provisions that are not within the sole control of the Company. In addition, there are certain down round provisions that could reduce the exercise price if the Company issues securities at lower prices in the future.

In October 2024, in connection with the October 2024 Equity Financing, the Company issued warrants to purchase 11,803 shares of common stock, with an exercise price of $350.00 per share, valued at inception at $0.2 million and as of June 30, 2026, at less than $0.1 million. The Company determined that the derivative liabilities from the warrants issued in relation to the October 2024 Equity Financing did not qualify for classification as equity instruments as they did not meet the requirements to be considered indexed to the Company’s own stock, due to potential variability in the settlement amount upon a fundamental transaction, as defined.

In May 2026, in connection with the PIPE Financing, the Company issued May 2026 PIPE Warrants to purchase 927,185 shares of common stock, with an exercise price of $10.30 per share, valued at inception at approximately $61 thousand and at June 30, 2026, at approximately $35 thousand. The Company determined that the May 2026 PIPE Warrants did not qualify for equity classification as they were not considered indexed to the Company’s own stock due to adjustment features that introduce variables that are not inputs to the fair value of a fixed-for-fixed option on equity shares.

As of June 30, 2026, the Company utilized a Black-Scholes Model to calculate the fair value of the May 2026 PIPE Warrants, the Alto Warrants and the October 2024 Equity Financing Warrants. The key inputs for the Black-Scholes Model as of June 30, 2026, were as follows:

The following table summarizes the changes in the derivative liabilities:

Note 10 –Commitments and Contingencies

On November 10, 2021, the Company entered into an engagement agreement (“EA”) with Boustead designating Boustead as its exclusive financial advisor for corporate finance activities and subsequently, on August 29, 2022, the Company entered into an underwriting agreement with Boustead in conjunction with the Company’s IPO. The EA contained an up to three year right of first refusal (“ROFR’) and the Underwriting Agreement, which overrode conflicting terms in the EA, contained a two year ROFR following the September 2, 2022 closing of the Company’s IPO. Further, Boustead also had a ROFR in conjunction with the Company’s terminated rights offering, which provided Boustead with a ROFR through February 7, 2025. Following the Company’s engagement agreement and underwriting agreement with WestPark Capital dated February 10, 2025 and March 13, 2025, respectively, Boustead asserted it has ROFR rights, demanding termination of WestPark’s engagement and claiming entitlement to compensation under the Boustead EA. As of the reporting date, there are no conditions indicating a loss has been incurred, nor does the Company believe a loss is probable and reasonably estimable, therefore no accrual for a potential loss has been recorded.

On December 16, 2024, the Company entered into a sponsored research agreement (the “Sponsored Research Agreement”) with the Regents of the University of California, on behalf of its San Francisco campus (the “UCSF”), pursuant to which UCSF’s employees will conduct research on a project entitled “Investigation of 18F-fluorodeboronation method for PSMA targeting ligand radiolabeling and evaluation in prostate cancer models” (the “Research Program”). Under the terms of the Sponsored Research Agreement, the Company will bear the total cost of $0.3 million of the Research Program and has an exclusive license to the intellectual property underlying the research. This Sponsored Research Agreement will be effective for a period of one year and may be extended by written mutual consent of the parties. In December 2025, the Sponsored Research Agreement was extended until June 30, 2026. During the year ended December 31, 2025, the Company made prepayments of $0.2 million, respectively, and amortized $0.2 million, respectively, of costs under the Sponsored Research Agreement.

In January 2025, the Company entered into a change order to its existing agreement with Theradex Systems, Inc., the Company’s primary third-party CRO, for purposes of supporting the Company’s clinical trials of Ropidoxuridine. Following the change order, the Company’s total cost limit increased by $3.0 million, for an aggregate of $5.3 million. On October 15, 2025, the Company received a letter from Theradex Systems, Inc., providing written notice of termination of the master agreement, dated November 1, 2018 (the “Master Agreement”), between the Company and Theradex, and all work orders thereunder, and demanding immediate payment of all outstanding amounts owed thereunder in the aggregate amount of $1.1 million. Pursuant to the notice of termination, on November 20, 2025, the Company entered into a release and settlement agreement (the “Settlement Agreement”) with Theradex, pursuant to which the Company paid a partial payment of $0.3 million to Theradex as full and final payment of any and all claims relating to the debt or obligation previously owed by the Company to Theradex, totaling approximately $0.6 million (the “Outstanding Liabilities”) and in consideration of such payment, each party released, acquitted and discharged each other from all claims arising from the Outstanding Liabilities and Theradex properly wound down operations in a manner compliant with the Food and Drug Administration. After the payments pursuant to the Settlement Agreement, the Company still owes amounts, under five separate research site agreements between the Company and various hospitals, as disclosed in the Settlement Agreement. As part of the Company’s wind down of its Clinical Trials, the Company has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These include right of use asset impairment charges, accelerated expense recognition of share-based payments, and contract termination costs. Costs associated with the wind down of the Clinical Trials are recorded within research and development expenses in the consolidated financial statement of operations. The Company currently estimates wind down costs associated with Theradex contract termination to be approximately $0.8 million and is recorded within accounts payable and accrued expenses on the consolidated balance sheets as of December 31, 2025 and June 30, 2026, and within research and development expenses on the consolidated statements of operations for the year ended December 31, 2025.

In March 2025, the Company entered into a consulting services agreement (the “Consulting Agreement”) with Bowery Consulting Group Inc. (the “Consultant”). According to the Consulting Agreement, the Consultant will provide consulting services in connection with the Company’s business, advising on viability of plans for scaling activities, growth and capital raising strategies, and costs minimization associated with technological platform improvements and marketing spend. On September 8, 2025, the managing partner of the Consultant was appointed to the Company’s board of Directors. As a result, the Consultant became a related party effective as of that date. The Company agreed to pay the Consultant $0.3 million for their services, of which the Company recognized expense of $0.3 million during the year ended December 31, 2025 related to the Consulting Agreement.

On April 3, 2025, the Company, entered into a consulting agreement with the IR Agency. Pursuant to the consulting agreement, IR Agency agreed to provide certain marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating personnel profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the services, the Company paid the IR Agency $2.0 million on April 5, 2025. The term of the consulting agreement was for three months starting on April 3, 2025.

On September 15, 2025, the Company, entered into another consulting agreement with IR Agency LLC (“IR Agency”) to continue the services contracted for in April 2025. As consideration for the performance of the services, the Company paid IR Agency $1.5 million. The term of the consulting agreement was for two months. For the year ended December 31, 2025, the Company incurred $3.5 million of costs under the two consulting agreements with IR Agency.

On March 19, 2026, the Company entered into a consulting agreement with the IR Agency. Pursuant to the consulting agreement, IR Agency agreed to provide certain marketing and advertising services to communicate information about the Company to the financial community, including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company. As consideration for the performance of the services, the Company paid $1.3 million to IR Agency. The term of the consulting agreement was three months starting on March 19, 2026. During the six months ended June 30, 2026, the $1.3 million was expensed as general and administrative expenses.

The Company may, from time to time, be involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company nor any of its consolidated subsidiaries is a party to any such legal proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Note 11 –Business Segment Information

The Company and its consolidated subsidiaries operate asone operating segment with a focus on the development of novel drug therapies, including cancer therapies, extending new applications of radiation therapy, and other drug development, including through the use of the Molecule.ai platform by the Company as well as licensing the right to use Molecule.ai to others. The CEO, as our chief operating decision maker (CODM), manages and allocates resources to the operations of the Company on a consolidated basis, considering primarily research and development expenditures, investment in the continued development of the Molecule.ai platform cash burn and net loss. This enables the CEO to assess our overall level of available resources and determine how best to deploy these resources across projects in line with the longer-term Company-wide strategic goals. During the year ended December 31, 2025, the Company appointed an Interim CEO, subsequently appointed as Co-CEO, who assumed the role of CODM. This appointment did not result in any immediate changes to the reporting metrics that the CODM uses to manage and allocate resources to the operations of the Company. Our former CEO continued to chair the Company’s Board of Directors and serve in a corporate role as Chief Scientific Officer until his retirement on May 9, 2025.

The accounting policies of our reportable segment are the same as those described in the “Summary of Significant Accounting Policies” for the Company. All costs, research and development expenses, general and administrative expenses, other operating expenses, interest expense, depreciation, corporate overhead assets (workforce, intellectual property, etc.) are fully allocated to the Company’s one segment. Significant segment expenses include payroll and costs incurred for the Company’s primary third-party contract research organization (“CRO”). The contract with the Company’s primary CRO was terminated during the year ended December 31, 2025 following the discontinuation of the clinical trial of Ropidoxuridine (see Note 10). During the three and six months ended June 30, 2026, the Company incurred no third-party CRO expenses, reflecting the termination of the Company’s primary CRO arrangement following the discontinuation of the Ropidoxuridine clinical trial in 2025. During the three and six months ended June 30, 2025, the Company incurred third-party CRO expenses of $0.6 million and $1.5 million, respectively, all of which are classified in our unaudited condensed consolidated statements of operations as research and development.

During the three and six months ended June 30, 2026 and 2025, the Company incurred payroll expenses classified in our unaudited condensed consolidated statements of operations as research and development of $0 and $0.2 million, respectively, for the three-month periods and $0.1 million and $0.4 million, respectively, for the six-month periods. During the three and six months ended June 30, 2026 and 2025, the Company incurred payroll expenses classified in our unaudited condensed consolidated statements of operations as general and administrative of $0.2 million and $0.1 million, respectively, for the three-month periods and $0.5 million and $0.3 million, respectively, for the six month periods.

All other operating expenses in our unaudited condensed consolidated statements of operations are characterized as other segment expenses which, after factoring in other income and expenses, reconcile to net loss for each period. The Company’s reportable segment’s profit or loss, assets, significant expenses and other specified items are consistent with the financial information disclosed in our unaudited condensed consolidated financial statements. See the unaudited condensed consolidated financial statements for the financial information of the Company’s one segment.

Note 12 –Subsequent Events

On August 31, 2026, the Company and United Dogecoin entered into a First Amendment to Merger Agreement (the “Amendment”). The Amendment amends the definition of the Milestone Event by reducing the number of Mining Rigs (as defined in the Merger Agreement) from 2,000 to 500. No other terms of the Merger Agreement were amended or modified by the Amendment, and only the threshold for satisfying the Milestone Event has been amended and not the maximum number of 2026 Pre-Funded Warrants (or shares of common stock underlying such warrants) that would be issuable or issued as a result of satisfying the Milestone Event.

On September 9, 2026, the Company had its Special Meeting of Stockholders (the “Special Meeting”), at which the Company’s stockholders approved (a) the issuance of the Company’s shares of Common Stock and 2026 Pre-Funded Warrants in connection with the transactions contemplated by the Merger Agreement and the Second Amendment, including shares issuable upon conversion of shares of Series B-1 Convertible Preferred Stock and upon the exercise of the 2026 Pre-Funded Warrants, (b) the issuance of the Company’s shares of Common Stock and 2026 Pre-Funded Warrants in connection with the transactions contemplated by the Securities Purchase Agreement, including shares issuable upon conversion of shares of Series B-2 Preferred Stock, upon exercise of common stock purchase warrants and upon exercise of the 2026 Pre-Funded Warrants, (c) an amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 8,800,000 and (d) an amendment to the Company’s Certificate of Incorporation to change the name of the Company to United Compute Inc.

As a result of the Special Meeting, as of September 14, 2026, the Company issued (a) an aggregate of 2,869,595 shares of Common Stock upon the conversion of the Series B-1 Preferred Stock, (b) an aggregate of 867,887 shares of Common Stock upon the conversion of the Series B-2 Preferred Stock, (c) an aggregate of approximately 927,185 common stock purchase warrants and (d) an aggregate of 9,741,751 pre-funded warrants. The Company also amended its 2018 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 8,800,000.