Shuttle Pharmaceuticals Holdings Inc

This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635, the potential issuance of a substantial number of shares of Shuttle Common Stock and related pre-funded warrants in connection with the April 30, 2026 Merger Agreement and a Second Amendment, including (a) conversion of Series B-1 Convertible Preferred Stock into approximately 3.389 million shares and associated pre-funded warrants exercisable into roughly 12.293 million shares, (b) additional issuance tied to the Second Amendment and (c) shares and pre-funded warrants issued as a financial advisory fee to E.F. Hutton & Co. Approval is required because these issuances could, when aggregated, exceed the Exchange Cap of 19.99% of outstanding common stock and thus trigger Nasdaq shareholder-approval requirements under Rules 5635(a)/(b)/(d). Management seeks this approval to permit consummation of the Merger consideration and milestone-based pre-funded warrant issuances, to allow conversions and exercises that otherwise would be limited, and to satisfy Nasdaq rules that would enable registration and subsequent resale of issued shares. The board recommends a vote FOR, arguing the issuances are necessary to implement the Merger, compensate advisors, and honor investor commitments; it also notes dilutive consequences and discloses beneficial ownership limitations and the potential anti-takeover incidental effects of additional authorized shares. Key risks for shareholders include material dilution to existing holders, potential downward pressure on share price from resale once registration is effective, and concentrated ownership that could change control dynamics; conversely, management frames the transaction as strategic—bringing United Dogecoin in as a digital infrastructure subsidiary and supporting growth initiatives. The proposal also ties to related PIPE financing (Proposal 2), so shareholders should evaluate the combined dilution impact, registration timelines, and milestone contingencies that govern when pre-funded warrants convert. From a governance perspective, the board discloses a related-party interest (Co-CEO Ryan Trasolini’s holdings) and explains that if approval is not obtained the conversions and warrant issuances exceeding the Exchange Cap cannot proceed, leaving the preferred stock and warrants outstanding/unexercisable and potentially complicating the transaction financing and integration plan. Overall, the proposal is transaction- and compliance-driven; shareholders trade off immediate dilution against completing the contemplated acquisition and financing which management asserts are necessary for the company’s strategic pivot and growth prospects.

This proposal requests shareholder approval under Nasdaq Listing Rule 5635 to authorize issuances tied to the April 30, 2026 Securities Purchase Agreement (the PIPE Financing), including conversion of newly designated Series B-2 Preferred Stock into about 927,114 shares, exercise of common warrants for an additional ~927,114 shares, and pre-funded warrants exercisable into up to ~3.149 million shares upon achievement of milestones. Management argues approval is required because the aggregate potential issuance could exceed the Exchange Cap (19.99% of outstanding shares) and because Nasdaq rules require shareholder approval for non-public strategic financings of this scale; without approval the Series B-2 conversions, common warrant exercises and pre-funded warrants cannot be fully issued or exercised beyond the Exchange Cap. The PIPE provided approximately $9.55 million in expected gross proceeds; management intends to use proceeds to fund the combined company and to support the United Dogecoin operations described elsewhere in the proxy. The board recommends a vote FOR, noting the PIPE provides needed capital and that approval facilitates registration and resale rights (the Company has agreed to file a registration statement). For investors this proposal raises dilution risk—both immediate (upon conversion or exercise) and future (upon milestone achievement and resale after registration)—and the filing and resale window could put downward pressure on the market. The proposal should be considered alongside Proposal 1 because the combined issuances drive the aggregate dilution and Nasdaq compliance consequences. The Company has disclosed procedural protections and beneficial ownership limitations; consenting to the proposal enables management to proceed with the PIPE financing that it views as necessary to execute growth plans following the Merger.

This proposal asks shareholders to approve a material increase in the authorized reserve under the Company’s 2018 Equity Incentive Plan from 800,000 shares to 8,800,000 shares—an 8,000,000 share increase—so the Company can grant stock options and other equity awards to attract, retain and motivate employees, executives, consultants and directors, particularly in light of the expanded business after the Merger. The board frames the amendment as necessary to support strategic growth, provide competitive compensation, and preserve favorable tax treatment for incentive stock options under Section 422 of the Code; Nasdaq rules (5635(c)) also generally require shareholder approval for material amendments to equity plans. The incremental reserve is large relative to current outstanding common shares and will therefore be dilutive to existing holders; shareholders should weigh the expected dilution against the board’s argument that equity incentives are critical to recruiting and aligning management and employees with long-term value creation. The proposal does not otherwise change plan mechanics (vesting, exercise price minimums, eligibility), and administration of awards remains in the Board’s or Compensation Committee’s discretion. If approved, the Company expects to register additional shares on Form S-8 to permit issuance—registration timing and actual grants remain discretionary and will determine when dilution occurs. Management discloses that new awards are discretionary and that existing officers and directors are eligible and may receive awards, but that specific future grants are not pre-determined. For governance-minded investors, the size of the increase and lack of explicit share allocation to senior executives may merit follow-up engagement on grant practices, burn rate, anti-dilution protections and post-merger retention plans.

This proposal requests shareholder approval to amend the Certificate of Incorporation to change the company’s name from Shuttle Pharmaceuticals Holdings, Inc. to United Compute Inc. Management frames the change as a straightforward corporate name update to reflect the company’s strategic pivot and the combined entity’s focus on digital infrastructure following the Merger with United Dogecoin. The change has no substantive economic impact on shareholders—the rights attached to shares remain the same and outstanding share certificates need not be exchanged—but it may require filings (e.g., with Delaware and Nasdaq) and a new ticker/symbol application. Approving the name change will allow the Company to rebrand and align public identity with its new operations in large-scale computing, crypto mining and AI/HPC infrastructure; for investors this clarifies strategy and positioning but requires monitoring of execution risk associated with the new business. The board recommends a vote FOR, noting the logistical steps (filing with Delaware, Nasdaq listing symbol application) and affirming there is no effect on share validity or ownership. Investors should consider whether the name change signals a durable strategic shift and assess related operational and financial risks disclosed elsewhere in the proxy.

This routine procedural proposal asks shareholders to grant the board authority to adjourn the Special Meeting one or more times if necessary to permit further solicitation of proxies in the event insufficient votes have been received to approve one or more of Proposals 1–4. The board recommends a vote FOR so it has the operational flexibility to seek additional votes rather than proceeding to a failed vote. An adjournment authority is customary in contested or complex transactions to allow management to continue outreach to holders, collect additional proxies, or address technical voting issues (such as broker non-votes) before resuming the meeting. For investors, approving adjournment authority does not change corporate economics but does enable the board to continue solicitations and potentially achieve required vote thresholds; shareholders who oppose a substantive proposal, however, should be aware that adjournment authority can allow management to continue campaign efforts. The vote requires a majority of votes present and entitled to be cast, and abstentions count as votes against, so shareholders should follow voting instructions carefully if they wish to influence timing of the meeting or to have their votes counted on the substantive items.