Form 4: Shattuck Labs Raises $16M in Private Placement

Shattuck Labs completed a private placement, raising approximately $16 million through the sale of common stock and warrants to OrbiMed funds.

Summary

• Shattuck Labs, Inc. completed a private placement on August 25, 2025, raising approximately $16 million.
• The placement involved the sale of 6,306,127 shares of common stock and 12,133,661 pre-funded warrants to purchase common stock.
• Accompanying common warrants to purchase an aggregate of 18,439,799 shares were also issued.
• The securities were sold to accredited investors OrbiMed Private Investments IX, LP and OrbiMed Genesis Master Fund, L.P.
• The price per share and accompanying common warrant was $0.8677.
• The price per pre-funded warrant and accompanying common warrant was $0.8676.
• Mona Ashiya, a Director of Shattuck Labs, is the reporting person for this Form 4 filing.

Sentiment

Score: 7

Explanation: The capital raise provides essential funding for Shattuck Labs' clinical programs, which is a positive for a development-stage biotech company. However, the significant dilution from the issuance of new shares and a large number of warrants, potentially at a discount, tempers the overall positive sentiment.

Positives

• Successful capital raise of approximately $16 million, providing funding for company operations and development.
• Investment from institutional investors (OrbiMed funds) indicates confidence in the company's prospects and strategic direction.
• The issuance of pre-funded warrants at a nominal exercise price ($0.0001) allows for future capital infusion upon exercise with minimal immediate dilution.

Negatives

• The private placement involves significant dilution for existing shareholders due to the issuance of new common stock and a large number of warrants.
• The price per share ($0.8677) and pre-funded warrant ($0.8676) may represent a discount to the market price, potentially indicating a need to attract investors.
• The large number of common warrants (18,439,799) represents substantial potential future dilution upon exercise.

Risks

• Future dilution from the exercise of 12,133,661 pre-funded warrants and 18,439,799 common warrants could impact per-share value.
• The expiration of common warrants is tied to the public announcement of Phase 1 clinical trial data for SL-325 and the design of planned Phase 2 trials, introducing uncertainty regarding the timing and outcome of these events.
• Beneficial ownership blockers (9.99%) on warrants could limit the immediate exercise of a large block of shares, but do not prevent eventual full exercise, which could still lead to market overhang.

Future Outlook

The expiration of the common warrants is contingent upon the public announcement of data from the single ascending dose and multiple ascending dose portions of the Phase 1 clinical trial of SL-325, including receptor occupancy and safety data, and the design of the planned Phase 2 clinical trial(s). This indicates a future milestone related to the company's clinical development pipeline.

Industry Context

This private placement by Shattuck Labs, a biotechnology company, is consistent with the industry's reliance on capital raises to fund extensive research and development, particularly clinical trials. Biotech companies frequently utilize equity financing, including warrants, to extend their cash runway and advance their drug candidates through various clinical phases. The involvement of specialized life sciences investors like OrbiMed is common in this sector.

Related Party Transactions

• The private placement involves significant investment from OrbiMed funds (OrbiMed Private Investments IX, LP and OrbiMed Genesis Master Fund, L.P.), which are managed by OrbiMed Advisors LLC. Mona Ashiya, the reporting person and a Director of Shattuck Labs, is associated with OrbiMed, indicating a relationship between the company and the investing entities.

Stakeholder Impact

• Shareholders: Existing shareholders face dilution from the issuance of new common stock and the potential future exercise of a large number of warrants.
• Company: The capital raise provides crucial funding to advance clinical trials and operations, extending the company's cash runway.
• Investors (OrbiMed): OrbiMed funds gain significant equity and warrant positions in Shattuck Labs at a specific price, with potential for future gains upon successful clinical development.

Next Steps

• Public announcement of data from the single ascending dose and multiple ascending dose portions of the Phase 1 clinical trial of SL-325.
• Public announcement of receptor occupancy and safety data for SL-325.
• Public announcement of the design of planned Phase 2 clinical trial(s) for SL-325.
• Potential exercise of pre-funded and common warrants by investors.

Key Dates

Recommendation

The capital raise provides necessary funding for Shattuck Labs' clinical development, which is a positive for a biotech company. However, the significant dilution from the issuance of new shares and warrants, coupled with the uncertainty inherent in clinical trial outcomes, suggests a 'hold' recommendation. Investors should monitor the progress of the SL-325 clinical trials and the company's cash burn rate.

Keywords

Shattuck Labs, STTK, private placement, capital raise, common stock, pre-funded warrants, common warrants, OrbiMed, institutional investment, biotech, equity financing, clinical trials, SL-325