Shattuck Labs (NASDAQ: STTK) launches stock and pre-funded warrant offering at $4.00
Filing Impact
Filing Sentiment
Form Type
8-K
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.
Positive
- None.
Negative
- None.
Insights
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, and 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
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.