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 to purchase 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, the closing 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 of common 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:

 Schedule of Warrants Activity

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:

 Schedule of Restricted Stock Units (RSUs)

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

Schedule of Compensation Expenses (RSUs)

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:

 Schedule of Weighted Average Grant Date Fair Value of Stock Options Granted

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

 Schedule of Option Activity

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.