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:

 Schedule of Total Purchase Consideration 

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 of four years.

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

 Schedule of Carrying Value of Development Technology Asset 

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.