SCHEDULE: OrbiMed Boosts Shattuck Labs Stake to 9.99% via PIPE

OrbiMed Advisors and its affiliates have acquired a significant stake in Shattuck Labs, Inc. through a private placement, increasing their beneficial ownership to 9.99%.

Summary

• OrbiMed Advisors LLC, OrbiMed Capital GP IX LLC, and OrbiMed Genesis GP LLC (Reporting Persons) have acquired common stock and warrants in Shattuck Labs, Inc.
• The acquisition was part of a private placement (PIPE) that closed on August 25, 2025.
• OrbiMed Private Investments IX, LP (OPI IX) purchased 5,255,106 shares, 10,111,384 pre-funded warrants, and received 15,366,490 common warrants.
• OrbiMed Genesis Master Fund, L.P. (Genesis) purchased 1,051,021 shares, 2,022,277 pre-funded warrants, and received 3,073,298 common warrants.
• The total beneficial ownership of Shattuck Labs common stock by OrbiMed Advisors LLC is 6,306,127 shares, representing 9.99% of the class.
• The warrants are subject to an exercise limitation (Blocker) that prohibits the holder from exercising them to the extent that, after giving effect to such issuance, the holder would beneficially own in excess of 9.99% of the outstanding shares.
• The investment was made for investment purposes, not with the intention of acquiring control of Shattuck Labs.

Sentiment

Score: 7

Explanation: The investment by a major healthcare-focused fund like OrbiMed is generally a positive signal for a biotech company, indicating confidence and providing capital. The 'blocker' on warrants is a minor limitation but standard for maintaining passive investor status.

Positives

• A significant institutional investor, OrbiMed, has increased its stake in Shattuck Labs, signaling confidence in the company's prospects.
• The PIPE transaction provides Shattuck Labs with additional capital.

Negatives

• The warrants are subject to a 9.99% 'Blocker' exercise limitation, meaning OrbiMed cannot immediately convert all warrants if it would exceed this threshold.

Risks

• The 'Blocker' on warrant exercise limits OrbiMed's immediate ability to increase its voting power or fully realize potential gains from warrant conversion if it would exceed 9.99% beneficial ownership.
• Future market conditions or Shattuck Labs' performance could lead OrbiMed to dispose of some or all of its shares, potentially impacting share price.

Future Outlook

OrbiMed intends to continuously review its investment in Shattuck Labs based on various factors including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, and the securities markets. They may acquire or dispose of additional shares or other securities of the Issuer in the future, but currently have no plans for extraordinary corporate transactions, changes to Shattuck Labs' management or corporate structure, or changes to its capitalization or dividend policy.

Industry Context

OrbiMed is a prominent healthcare-focused investment firm. Their significant investment in Shattuck Labs, a biotechnology company, suggests continued institutional interest in the biotech sector, particularly in companies undergoing capital raises. This investment could be seen as a vote of confidence in Shattuck Labs' pipeline or strategic direction within the competitive biotech landscape.

Corporate Governance

Related Party Transactions

• Mona Ashiya, a member of OrbiMed Advisors and a director of Shattuck Labs, is obligated to transfer any equity-based compensation from Shattuck Labs to OrbiMed Advisors and OrbiMed GP, which will then ensure these benefits are provided to OPI IX.

Stakeholder Impact

• Shareholders: The PIPE transaction dilutes existing shareholders but provides capital to the company. The entry of a significant institutional investor like OrbiMed could be viewed positively.
• Company (Shattuck Labs): Receives capital infusion to support operations and strategic initiatives.

Next Steps

• Shattuck Labs will file a registration statement with the SEC within 30 calendar days after the PIPE closing (August 25, 2025) to register the resale of shares purchased in the PIPE.
• OrbiMed will continue to review its investment and may acquire or dispose of additional securities in the future based on market and company factors.

Key Dates

Recommendation

The filing indicates a significant institutional investment in Shattuck Labs, which is generally a positive signal. However, it's a disclosure of an event (a capital raise and resulting ownership change) rather than a performance update. While the investment provides capital and a vote of confidence, the 'blocker' on warrants and the general nature of a 13D filing do not provide enough new fundamental information to warrant a 'buy' or 'sell' recommendation without further analysis of Shattuck Labs' underlying business, pipeline, and financial health. A 'hold' position is prudent until more comprehensive operational or financial updates are available.

Keywords

Shattuck Labs, OrbiMed, Schedule 13D, PIPE, Private Placement, Common Stock, Warrants, Beneficial Ownership, Institutional Investment, Biotechnology, Healthcare Investment