OrbiMed funds shift into pre-funded STTK warrants in Shattuck Labs (STTK) Form 4
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Shattuck Labs director affiliate restructures warrant holdings in STTK. Investment entities associated with OrbiMed converted common warrants into pre-funded warrants linked to Shattuck Labs common stock. Four derivative transactions converted an aggregate of 3,073,298 and 15,366,490 common warrants into corresponding pre-funded warrants at an exercise price of $0.0001 per share.
The common warrants, originally struck at $1.0846 per share, were exchanged on June 8, 2026, leaving no common warrants reported as remaining. The pre-funded warrants are exercisable at any time, subject to a 9.99% beneficial ownership blocker, and will expire once fully exercised. All positions are held indirectly through OrbiMed-managed funds, and the reporting persons and related OrbiMed entities expressly disclaim beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insights
OrbiMed-linked funds convert STTK warrants into low-strike pre-funded warrants.
Affiliates of OrbiMed converted Shattuck Labs common warrants into pre-funded warrants tied to common stock. The filings show four derivative conversion transactions totaling 36,879,576 warrant-linked shares, shifting exposure from higher-strike common warrants to near-zero strike pre-funded warrants.
The pre-funded warrants carry a 9.99% beneficial ownership blocker and remain exercisable until fully used, while common warrants were eliminated in these entries. Because the entities disclaim beneficial ownership beyond pecuniary interests and no open-market sales occurred, this reads as a structural change in how exposure is held rather than a directional bet on STTK.
Future company filings that quantify total shares outstanding and any subsequent exercises of these pre-funded warrants would clarify how these derivative positions translate into actual common share ownership over time.
Insider Trade Summary
36,879,576 shares exercised/converted
Mixed
6 txns
Insider
Ashiya Mona
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Pre-Funded Warrants (right to buy) | 15,366,490 | $0.00 | -- |
| Conversion | Pre-Funded Warrants (right to buy) | 3,073,298 | $0.00 | -- |
| Conversion | Common Warrants (right to buy) | 15,366,490 | $0.00 | -- |
| Conversion | Common Warrants (right to buy) | 3,073,298 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrants (right to buy) — 25,477,874 shares (Indirect, See Footnote);
Common Warrants (right to buy) — 0 shares (Indirect, See Footnote);
Common Stock — 5,255,106 shares (Indirect, See Footnote)
Footnotes (1)
- On August 4, 2025, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the OrbiMed Private Investments IX, LP ("OPI IX") and OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund") in a private placement which closed on August 25, 2025 (the "Closing Date") an aggregate of 6,306,127 shares of the Issuer's common stock ("Shares") and pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 12,133,661 Shares. OPI IX and Genesis Master Fund also received accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 18,439,799 Shares or, if elected, Pre-Funded Warrants. The price per Share and accompanying Common Warrant were $0.8677. The price per Pre-Funded Warrant and accompanying Common Warrant were $0.8676. On June 8, 2026, the Common Warrants were exercised in exchange for Pre-Funded Warrants. The Pre-Funded Warrants are exercisable at any time after the date of issuance and the Common Warrants were exercisable at any time after the Closing Date, in each case subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants will expire once exercised in full. The Common Warrants would have expired on the 30th day after the date on which the data from the single ascending dose and multiple ascending dose portions of the Issuer's Phase 1 clinical trial of SL-325, including receptor occupancy and safety data, and the design of the planned Phase 2 clinical trial(s) have been announced publicly. These securities are held of record by OPI IX. OrbiMed Capital GP IX LLC ("GP IX") is the general partner of OPI IX. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP IX. By virtue of such relationships, GP IX and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI XI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI IX. These securities are held of record by Genesis Master Fund. OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by Genesis Master Fund. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund. Each of the Reporting Person, OrbiMed Advisors, GP IX, and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, GP IX, or Genesis GP is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Key Figures
Common warrants converted (block 1): 3,073,298 warrants
Common warrants converted (block 2): 15,366,490 warrants
Pre-funded warrants received (block 1): 3,073,298 pre-funded warrants
+4 more
7 metrics
Common warrants converted (block 1)
3,073,298 warrants
Common Warrants converted on June 8, 2026
Common warrants converted (block 2)
15,366,490 warrants
Common Warrants converted on June 8, 2026
Pre-funded warrants received (block 1)
3,073,298 pre-funded warrants
Derivative conversion into Pre-Funded Warrants
Pre-funded warrants received (block 2)
15,366,490 pre-funded warrants
Derivative conversion into Pre-Funded Warrants
Common warrant strike price
$1.0846 per share
Exercise price of Common Warrants
Pre-funded warrant exercise price
$0.0001 per share
Exercise price of Pre-Funded Warrants
Total derivative shares converted
36,879,576 shares
ExerciseShares in transaction summary
Key Terms
securities purchase agreement, Pre-Funded Warrants, Common Warrants, beneficial ownership blocker, +2 more
6 terms
securities purchase agreement financial
"On August 4, 2025, the Issuer entered into a securities purchase agreement with certain accredited investors."
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Pre-Funded Warrants financial
"pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 12,133,661 Shares."
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.
Common Warrants financial
"accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 18,439,799 Shares"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
beneficial ownership blocker regulatory
"in each case subject to a 9.99% beneficial ownership blocker."
Phase 1 clinical trial medical
"the Issuer's Phase 1 clinical trial of SL-325, including receptor occupancy and safety data"
A phase 1 clinical trial is the first stage of testing a new drug or treatment in people, typically involving a small group to assess safety, how the body handles the treatment, and appropriate dosing. For investors, phase 1 results are an early risk check — like a test drive that can reveal fatal flaws or promising signals — and they often cause big changes in a drug’s perceived value and the company’s prospects.
accredited investors financial
"the Issuer entered into a securities purchase agreement with certain accredited investors."
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
FAQ
What did the STTK Form 4 for Shattuck Labs director Ashiya Mona report?
The Form 4 for Shattuck Labs (STTK) reported that OrbiMed-affiliated funds converted common warrants into pre-funded warrants linked to common stock, without any open-market share sales. All positions are held indirectly, with OrbiMed-related entities disclaiming beneficial ownership beyond their pecuniary interest.
What are the key terms of the STTK pre-funded warrants reported in this Form 4?
The pre-funded warrants for Shattuck Labs (STTK) are exercisable at an exercise price of $0.0001 per share and can be exercised at any time, subject to a 9.99% beneficial ownership blocker. They will expire once fully exercised into common shares.
Who actually holds the Shattuck Labs STTK securities reported in this Form 4?
The securities are held of record by OrbiMed funds, including OrbiMed Private Investments IX and OrbiMed Genesis Master Fund. OrbiMed Advisors and related general partners may be deemed to share voting and investment power but expressly disclaim beneficial ownership beyond any pecuniary interest.
What was the background financing tied to these STTK warrants and pre-funded warrants?
The warrants and pre-funded warrants stem from an August 2025 securities purchase agreement where Shattuck Labs issued 6,306,127 shares and pre-funded warrants for 12,133,661 shares, plus accompanying common warrants for 18,439,799 shares, to OrbiMed funds at prices around $0.8676–$0.8677 per unit.