SCHEDULE: Shattuck Labs Secures Redmile Investment, Board Seat

Shattuck Labs, Inc. has entered into a private placement agreement with Redmile Group, LLC, granting Redmile significant equity and board observer rights contingent on FDA clearance.

Summary

• Shattuck Labs, Inc. entered into a Securities Purchase Agreement and a Side Letter Agreement with Redmile Group, LLC on August 4, 2025.
• Redmile Group, LLC, through its various funds, beneficially owns 5,652,660 shares of Shattuck Labs' Common Stock, representing 11.8% of the class as of May 14, 2025.
• The private placement involves the issuance of Pre-Funded Warrants to purchase up to 4,097,730 shares (exercise price $0.0001) and Common Warrants to purchase up to 4,097,730 shares (exercise price $1.0846) at a combined price of $0.8676.
• Closing of the private placement is contingent on the U.S. Food and Drug Administration (FDA) regulatory clearance of Shattuck's investigational new drug application.
• The Side Letter grants Redmile the right to participate in future equity offerings up to its pro rata ownership and to appoint a non-voting observer to Shattuck's Board of Directors.
• The Board Observer right is contingent on Redmile maintaining at least 7.5% (if reduction by Redmile) or 5% (any reason) beneficial ownership.

Sentiment

Score: 7

Explanation: The filing indicates a significant capital raise and strategic investment from a specialized biopharma fund, which is generally positive for a development-stage company. However, the contingency on FDA clearance introduces a notable element of uncertainty and risk.

Positives

• Secured significant capital through a private placement with a specialized biopharma investor, Redmile Group.
• Redmile Group, a major shareholder, gains the right to participate in future equity offerings, potentially ensuring continued funding support and maintaining its pro rata ownership.
• Redmile Group's appointment of a non-voting board observer provides strategic insight and alignment with a key investor.
• The investment from Redmile Group, specializing in biopharma, signals confidence in Shattuck Labs' prospects.

Negatives

• The private placement will result in dilution for existing shareholders due to the issuance of new warrants.
• The closing of the private placement is contingent on FDA regulatory clearance of an investigational new drug application, introducing a significant condition and uncertainty.
• The beneficial ownership limitation (9.99%) prevents Redmile from immediately exercising all Pre-Funded Warrants, although they still hold the warrants.

Risks

• The closing of the private placement is contingent upon the U.S. Food and Drug Administration (FDA) regulatory clearance of Shattuck Labs' investigational new drug application, which may not be obtained.
• The Company reserves the right to withhold information from or exclude the Redmile Observer from meetings if it could adversely affect attorney-client privilege or result in a conflict of interest.
• The Board Observer right will terminate if Redmile's beneficial ownership falls below 7.5% (if Redmile-effected reduction) or 5% (any reason).

Future Outlook

The closing of the private placement and the associated capital infusion are contingent on the U.S. Food and Drug Administration (FDA) regulatory clearance of Shattuck Labs' investigational new drug application. This indicates a future milestone tied to the company's drug development progress.

Industry Context

This filing highlights a common strategy for biotechnology and pharmaceutical companies like Shattuck Labs to secure funding for research and development. Private placements with specialized institutional investors, such as Redmile Group (focused on biopharma), are a frequent mechanism for capital raises, especially when tied to specific regulatory milestones like FDA clearance for investigational new drug applications. The granting of board observer rights and future equity participation rights are also typical arrangements to align interests with significant strategic investors in the biotech sector.

Comparison to Industry Standards

• No specific comparable companies, projects, or results are mentioned in the filing to allow for a direct comparison to global benchmarks.
• The terms of the private placement (warrant structure, exercise prices) and investor rights (pro rata participation, non-voting board observer) are generally within the range of typical arrangements seen in biotech financing, but without specific deal metrics from comparable transactions, a detailed assessment is not possible.

Corporate Governance

Related Party Transactions

• The Securities Purchase Agreement and Side Letter Agreement are between Shattuck Labs, Inc. and Redmile Group, LLC (and its affiliated funds), which is a significant beneficial owner (11.8%) of Shattuck Labs' Common Stock and has a managing director (Mike Lee) serving on Shattuck's Board of Directors.

Stakeholder Impact

• Shareholders: Potential dilution from the issuance of new warrants, but also benefit from the capital infusion which supports company operations and drug development. The strategic investment from Redmile may also be viewed positively.
• Company: Secures crucial funding for its operations and drug development, and gains a strategic partner with industry expertise.
• Redmile Group: Increases its stake and influence in Shattuck Labs, securing future participation rights in equity offerings and a board observer seat.

Next Steps

• Obtain U.S. Food and Drug Administration (FDA) regulatory clearance for the investigational new drug application to facilitate the closing of the private placement.
• Complete the closing of the private placement as per the Securities Purchase Agreement.

Key Dates

Recommendation

The filing details a significant capital raise and strategic partnership with a specialized investor, which is a positive for Shattuck Labs' financial stability and future development. However, the closing of this financing is contingent on FDA regulatory clearance of an investigational new drug application, introducing a material uncertainty. While the capital infusion is beneficial, the potential for dilution from the warrants and the dependency on a regulatory milestone suggest a "hold" position until the FDA outcome is clearer and the financing is finalized. Investors should monitor the FDA clearance progress closely.

Keywords

Shattuck Labs, Redmile Group, private placement, equity offering, board observer, SEC filing, Schedule 13D, biopharma, FDA clearance, warrants, beneficial ownership