Shattuck Labs prices stock and pre-funded warrant sale

Rhea-AI Filing Summary

Shattuck Labs, Inc. entered into an underwriting agreement for a public offering of 10,879,376 shares of common stock at $4.00 per share and, in lieu of common stock for certain investors, pre-funded warrants to purchase 7,870,624 shares at $3.9999 per warrant. The company also granted underwriters a 30-day option to buy up to 2,812,500 additional shares, which was exercised in full on June 10, 2026. The securities are being issued under an effective shelf registration statement, with the offering expected to close on June 11, 2026. Pre-funded warrants are immediately exercisable but include beneficial ownership limits between 4.99% and 19.99% depending on holder elections.

Insights

Capital markets analyst

Shattuck launches a sizeable equity and pre-funded warrant raise at $4.00 per share.

Shattuck Labs is using an existing shelf registration to conduct a marketed offering of common stock and pre-funded warrants. The deal size is defined in share terms, with 10,879,376 shares and 7,870,624 underlying pre-funded warrant shares, plus a fully exercised 2,812,500-share option.

Pre-funded warrants are structured with a token $0.0001 exercise price and beneficial ownership caps at 4.99% or 9.99%, adjustable up to 19.99% with notice. This design allows investors to manage ownership thresholds while locking in economics similar to the stock offering price.

The transaction terms, underwritten by a syndicate led by major banks, are fully specified in the underwriting agreement and final prospectus supplement. Subsequent company filings can provide more context on how the added capital and share issuance interact with Shattuck’s overall capitalization and strategic plans.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares offered: 10,879,376 shares Common stock offering price: $4.00 per share Pre-funded warrant shares: 7,870,624 shares +5 more

8 metrics

Common shares offered 10,879,376 shares Public offering at $4.00 per share

Common stock offering price $4.00 per share Public offering price for common stock

Pre-funded warrant shares 7,870,624 shares Underlying common shares for pre-funded warrants

Pre-funded warrant price $3.9999 per warrant Public offering price per pre-funded warrant

Over-allotment shares 2,812,500 shares Additional shares; underwriters’ option exercised in full

Beneficial ownership cap 4.99% or 9.99% Pre-funded warrant exercise limit per holder

Maximum adjustable ownership 19.99% Upper ownership limit with 61 days’ prior notice

Notice period 61 days Required notice to change beneficial ownership limit

Key Terms

Pre-Funded Warrants, underwriting agreement, shelf registration statement, beneficially own, +2 more

6 terms

Pre-Funded Warrants financial

"pre-funded warrants to purchase 7,870,624 shares of the Company’s Common Stock (the “Pre-Funded Warrants”)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwriting agreement financial

"entered into an underwriting agreement (“Underwriting Agreement”) with Leerink Partners LLC, J.P. Morgan Securities LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"offered pursuant to a shelf registration statement (File No. 333-292697), which was initially filed"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

beneficially own financial

"may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

beneficial ownership limits regulatory

"may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice"

Beneficial ownership limits are rules or thresholds that cap how much of a company’s shares a single person or related group can control or claim economic benefit from, even if the shares are held indirectly. They matter to investors because limits affect who can influence company decisions, trigger public disclosure or regulatory reviews, and change the supply of shares available to trade—similar to speed limits that keep traffic flowing and prevent any one driver from taking over the road.

Opinion of Gibson, Dunn & Crutcher LLP regulatory

"A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did Shattuck Labs (STTK) announce in this 8-K?

Shattuck Labs entered an underwriting agreement to sell 10,879,376 common shares at $4.00 each, plus pre-funded warrants for 7,870,624 shares. The deal is conducted under an existing shelf registration, with standard closing conditions and a specified offering timetable.

What are the terms of Shattuck Labs’ pre-funded warrants in this offering?

Pre-funded warrants allow holders to buy common shares at a $0.0001 exercise price after issuance. They are sold at $3.9999 per warrant and include beneficial ownership limits between 4.99% and 9.99%, adjustable up to 19.99% with at least 61 days’ prior notice.

Did underwriters exercise the over-allotment option in the Shattuck Labs offering?

Yes. Underwriters received a 30-day option to purchase up to 2,812,500 additional Shattuck Labs common shares at the public offering price, less discounts and commissions. The filing states this option was exercised in full on June 10, 2026, expanding the total share issuance.

Under what registration statement is the Shattuck Labs (STTK) offering being made?

The securities are offered under a shelf registration statement, File No. 333-292697. It was initially filed with the SEC on January 13, 2026 and declared effective on January 21, 2026. A final prospectus supplement dated June 9, 2026 describes the offering terms.

When is the Shattuck Labs stock and warrant offering expected to close?

The offering is expected to close on June 11, 2026, subject to customary closing conditions in the underwriting agreement. Closing will complete issuance of the common shares, the fully exercised over-allotment option, and the pre-funded warrants described in the prospectus supplement.

Which banks are underwriting the Shattuck Labs equity and warrant offering?

Leerink Partners, J.P. Morgan Securities, Piper Sandler and Cantor Fitzgerald act as representatives of the underwriters. They entered into an underwriting agreement with Shattuck Labs that includes customary representations, indemnification provisions and termination rights for this equity and pre-funded warrant transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 08:25 AM Learn about SEC filing dates

false 0001680367 0001680367 2026-06-09 2026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

Shattuck Labs, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39593		81-2575858
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

500 W. 5th Street, Suite 1200

Austin, TX 78701

(Address of principal executive offices including zip code)

(512) 900-4690

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		STTK		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 1.01 Entry into a Material Definitive Agreement.

Underwritten Public Offering

On June 9, 2026, Shattuck Labs, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Leerink Partners LLC, J.P. Morgan Securities LLC, Piper Sandler & Co. and Cantor Fitzgerald & Co., as the representatives of the underwriters named therein (the “Underwriters”), relating to the offering, issuance and sale of 10,879,376 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) at a public offering price of $4.00 per share and, in lieu of Common Stock to certain investors, pre-funded warrants to purchase 7,870,624 shares of the Company’s Common Stock (the “Pre-Funded Warrants”) at a public offering price of $3.9999 per share, which represents the per share public offering price for the Common Stock less the $0.0001 per share exercise price for each Pre-Funded Warrant (the “Offering”). In addition, the Company has granted the Underwriters an option for a period of 30 days to purchase up to an additional 2,812,500 shares of its Common Stock at the public offering price, less the underwriting discounts and commissions, which the Underwriters exercised in full on June 10, 2026.

The Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

The securities described above were offered pursuant to a shelf registration statement (File No. 333-292697), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2026 and was declared effective on January 21, 2026. A final prospectus supplement dated June 9, 2026 relating to and describing the terms of the Offering was filed with the SEC on June 11, 2026. The Offering is expected to close on June 11, 2026.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of the Common Stock and the Pre-Funded Warrants in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of June 9, 2026, by and among Shattuck Labs, Inc., Leerink Partners LLC, J.P. Morgan Securities LLC, Piper Sandler & Co. and Cantor Fitzgerald & Co.
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Gibson, Dunn & Crutcher LLP
23.1		Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
104		The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Shattuck Labs, Inc.
Date: June 11, 2026				By:		/s/ Taylor Schreiber
						Dr. Taylor Schreiber Chief Executive Officer (principal executive officer)

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 214.6 KB
• EX-4.1 EX-4.1 71.7 KB
• EX-5.1 EX-5.1 7.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB