| Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On August 25, 2025 (the “Closing Date”), Shattuck Labs, Inc., a Delaware corporation (the “Company”), closed the transactions (the “Closing”) contemplated by the securities purchase agreement dated August 4, 2025 with certain institutional accredited investors named therein (the “Securities Purchase Agreement”), as previously disclosed in the Company’s Current Report on Form 8-K filed on August 5, 2025.
Resignations of Directors
Effective on the Closing Date, Tyler Brous, a Class I director, Dr. Carrie Brownstein, a Class I director, Michael Lee, a Class I director, and Dr. Kate Sasser, a Class II director, resigned from the Board of Directors (the “Board”) of the Company as well as any respective committees of the Board of which they were members. The resignations were not the result of any disagreements relating to the Company’s operations, policies or practices. Subsequent to the resignations, the Board decreased the size of the Board from nine to seven directors, leaving vacant two Class I directorships.
Appointment of Directors
Effective on the Closing Date, the Board appointed Dr. Daniel Baker and Dr. Mona Ashiya to fill the vacant Class I directorships, to hold office until the next election of the Class I directors and until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation, removal, retirement or disqualification. The Board also appointed Dr. Baker to the Board’s Audit and Nominating and Corporate Governance Committees.
Dr. Baker, age 74, has served as the interim Chief Development Officer of Cue Biopharma, Inc. (Nasdaq: CUE), a biopharmaceutical company, since November 2024. He has also served as Chief Executive Officer and Founder of KiRa Biotech Pty Ltd., a biotechnology company, and as Venture Partner at OneVentures Investments Australia, a venture capital firm, since 2019. Prior to that, Dr. Baker served in various leadership roles at Johnson & Johnson (NYSE: JNJ), a pharmaceutical company, from 2000 to 2019, including most recently as its Vice President of Immunology Research and Development. He was also part of the faculty of the University of Pennsylvania. Dr. Baker previously served on the board of directors of Galapagos NV (Nasdaq: GLPG), a biotechnology company, from 2022 to 2024. He received his B.A. in Biology from Gettysburg College and an M.D. from the University of Pennsylvania. He completed his residency at Hershey Medical Center, served as a Fellow in Rheumatology at the University of Pennsylvania and served as a Research Fellow in Rheumatology at Massachusetts General Hospital.
Dr. Ashiya, age 56, is currently a Member at OrbiMed Advisors LLC, an investment firm, where she has served in various roles of increasing responsibility since 2010. She currently serves on the boards of directors of Disc Medicine, Inc. (Nasdaq: IRON) and several private companies. Dr. Ashiya received her B.A. from the University of California, Berkeley and her Ph.D. in Cellular, Molecular and Developmental Biology from the University of Pittsburgh.
Each of Drs. Baker and Ashiya will receive an initial, one-time award of 66,300 stock options that vest over a three-year period subject to such director’s continued service, and will be entitled to receive annual compensation for their services in accordance with the Company’s Non-Employee Director Compensation Policy. Each of Drs. Baker and Ashiya intend to enter into the Company’s standard form of indemnification agreement (which, for Dr. Ashiya, is modified to reflect her status as an OrbiMed Designee, as defined below), a form of which was filed as Exhibit 10.1 to the Company’s Form S-1/A filed on October 5, 2020.
Drs. Baker and Ashiya were appointed to the Board pursuant to a letter agreement dated August 4, 2025, by and among the Company and certain entities affiliated with OrbiMed Advisors LLC (“OrbiMed”), entered into in connection with the Securities Purchase Agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, among other matters, OrbiMed (a) is entitled to designate two directors to the Board affiliated with OrbiMed so long as it holds at least 15% of the outstanding shares of the Company’s common stock, par value $0.0001 per share, and one such director so long as it holds at least 7.5% of the outstanding shares (the “OrbiMed Designee(s)”), in each case as calculated pursuant to the Letter Agreement, and (b) at Closing was entitled to designate one director to the
