Shattuck Labs sets up $75M at-the-market offering

Shattuck Labs, Inc. entered into a sales agreement with Leerink Partners LLC to sell up to $75,000,000 of its common stock through an at-the-market equity program under an effective Form S-3 shelf registration.

Rhea-AI Filing Summary

Shattuck Labs, Inc. entered into a sales agreement with Leerink Partners LLC to sell up to $75,000,000 of its common stock through an at-the-market equity program under an effective Form S-3 shelf registration. Shares may be sold from time to time at market prices, and the company is not obligated to sell any amount and can suspend or terminate the program.

Leerink Partners will act as sales agent and earn a commission of up to 3.0% of the gross sales price of any shares sold, plus reimbursed expenses. Shattuck Labs plans to use any net proceeds to fund ongoing and planned clinical trials, develop additional product candidates, and for working capital and general corporate purposes.

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.

FAQ

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

What capital raising program did Shattuck Labs (STTK) put in place?

Shattuck Labs, Inc. entered into a sales agreement with Leerink Partners LLC for an at-the-market offering of its common stock, allowing it to sell shares from time to time at market prices under an effective shelf registration.

How much stock can Shattuck Labs (STTK) sell under the new at-the-market offering?

Shattuck Labs may offer and sell shares of its common stock with an aggregate offering amount of up to $75,000,000 under the at-the-market sales agreement.

What will Shattuck Labs use the at-the-market proceeds for?

Shattuck Labs intends to use proceeds from the at-the-market offering to advance its ongoing and planned clinical trials, develop and advance additional product candidates, and for working capital and general corporate purposes.

What compensation will Leerink Partners receive in the Shattuck Labs at-the-market program?

Under the sales agreement, Shattuck Labs will pay Leerink Partners LLC a commission of up to 3.0% of the gross sales price of shares sold through it, and will reimburse certain related expenses.

Is Shattuck Labs required to sell shares under this at-the-market agreement?

No. Shattuck Labs has no obligation to sell any shares under the sales agreement and may suspend offers or terminate the agreement at any time according to its terms.

Which registration statement covers Shattuck Labs’ at-the-market offering?

The offering of up to $75,000,000 of common stock is registered under Shattuck Labs’ Registration Statement on Form S-3, File No. 333-292697, together with the related base prospectus and prospectus supplement.

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

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Accepted by SEC EDGAR 01/22/2026 - 05:22 PM Learn about SEC filing dates

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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): January 22, 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.

On January 22, 2026, Shattuck Labs, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Agent”), pursuant to which the Company may offer and sell from time to time shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), through the Agent. The offering and sale of up to $75,000,000 of the Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-292697) (the “Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on January 13, 2026 and declared effective by the SEC on January 21, 2026, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on January 22, 2026.

Sales of the Shares, if any, pursuant to the Sales Agreement may be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company on mutually agreed terms between the Agent and the Company. The Company intends to use the proceeds of the offering to advance its ongoing and planned clinical trials and to develop and advance additional product candidates, as well as for working capital and general corporate purposes.

The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Agent a commission of up to 3.0% of the gross sales price of the Shares sold through it under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party, as set forth in the Sales Agreement, or by the Agent at any time in certain circumstances, including the occurrence of any material adverse effect, or any development that could reasonably be expected to result in a material adverse effect, that, in the judgment of the Agent, may materially impair the ability of the Agent to sell the Shares.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Gibson, Dunn & Crutcher LLP, counsel to the Company, has issued an opinion to the Company, dated January 22, 2026, regarding the validity of the Shares. A copy of the opinion is filed herewith as Exhibit 5.1.

The description of the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Sales Agreement, dated January 22, 2026, between Shattuck Labs, Inc. and Leerink Partners LLC.
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 thereunto duly authorized.

				Shattuck Labs, Inc.
Date: January 22, 2026				By:		/s/ Dr. Taylor Schreiber
						Dr. Taylor Schreiber
						Chief Executive Officer (principal executive officer)