| Item 1.01 |
Entry Into a Material Agreement. |
Securities Purchase Agreement
On August 4, 2025, Shattuck Labs, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors named therein (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) an aggregate of 15,225,158 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and, to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 37,410,188 shares of Common Stock and accompanying warrants (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) to purchase up to 52,635,346 shares of Common Stock, or in lieu thereof, Pre-Funded Warrants. The shares of Common Stock issuable upon exercise of the Common Warrants and the Pre-Funded Warrants (including the Pre-Funded Warrants issuable upon exercise of the Common Warrants) are referred to as the “Warrant Shares.” The securities are being sold at a combined price per Share and accompanying Common Warrant of $0.8677 and a combined price per Pre-Funded Warrant and accompanying Common Warrant of $0.8676.
Each Pre-Funded Warrant has an exercise price of $0.0001 per Warrant Share, is exercisable at any time after the date of issuance and will expire when exercised in full. Each Common Warrant has an exercise price of $1.0846, is exercisable at any time after the date of Closing (as defined below) and will expire on the 30th day following the date on which the data from the single ascending dose and multiple ascending dose portions of the Company’s Phase 1 clinical trial of SL-325, including receptor occupancy and safety data, and the design of the planned Phase 2 clinical trial(s) have been announced publicly.
The Warrants to be issued in the Private Placement will provide that the holder of such Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% (or, upon election by such holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that a holder may increase or decrease its Beneficial Ownership Limitation up to, and no higher than, 19.99%, provided that any increase will not be effective until the 61st day following notice to the Company.
The Private Placement is expected to close following the clearance of the Investigational New Drug Application for SL-325 by the U.S. Food and Drug Administration and satisfaction or waiver of all closing conditions set forth in the Securities Purchase Agreement (“Closing”). The Company is expected to receive upfront aggregate gross proceeds from the Private Placement of approximately $46 million, before deducting placement agent fees and estimated offering expenses payable by the Company. If all Common Warrants are exercised in full, the Company could receive additional aggregate gross proceeds of approximately $57 million. Wedbush & Co., LLC is acting as placement agent for the Private Placement.
In connection with the Private Placement, certain Purchasers received the right to designate directors to the Company’s Board of Directors at Closing.
The foregoing descriptions of the Securities Purchase Agreement, the Pre-Funded Warrants and the Common Warrants do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1, 4.1 and 4.2 hereto, respectively, and incorporated by reference herein.
Registration Rights Agreement
At the Closing, the Company will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company will agree to register for resale the Shares and the Warrant Shares (the “Registrable Securities”). Under the Registration Rights Agreement, the Company will agree to use its commercially reasonable efforts to file a registration statement covering the resale of the Registrable Securities as promptly as reasonably practicable and in any event no later than 30th calendar days following the date of Closing. In addition, the Company will agree to use commercially reasonable efforts to cause such registration statement to
