OrbiMed Acquires Shares and Warrants in Shattuck Labs (STTK) Financing

Rhea-AI Filing Summary

OrbiMed-affiliated reporting persons purchased securities of Shattuck Labs (STTK) in a private placement that closed on 08/25/2025. They acquired an aggregate of 6,306,127 shares and pre-funded warrants to buy up to 12,133,661 additional shares, plus common warrants exercisable for up to 18,439,799 shares. The price per share with a common warrant was $0.8677 and per pre-funded warrant with a common warrant was $0.8676. The pre-funded warrants are immediately exercisable subject to a 9.99% ownership blocker. Common warrants expire based on clinical-trial data disclosure timing described in the filing.

Positive

• Institutional participation: OrbiMed-affiliated investors committed to a sizeable private placement, signaling professional investor support.
• Immediate equity and optionality: Acquisition includes both common shares and exercisable pre-funded warrants, providing ownership now and future conversion flexibility.

Negative

• Potential dilution: Large aggregate warrant coverage (up to 12,133,661 pre-funded warrant shares and 18,439,799 common warrant shares) could significantly increase share count if exercised.
• Ownership blocker complexity: Exercise subject to a 9.99% beneficial ownership blocker, which may complicate timing and governance outcomes.

Insights

Securities Analyst

TL;DR: OrbiMed materially increased potential ownership through a private placement with sizeable share and warrant positions.

OrbiMed entities participated in a private placement acquiring immediate equity and extensive optionality via pre-funded warrants and common warrants. The combined instruments potentially convert into substantial common shares, representing a meaningful equity stake expansion if exercised. The $0.8677 unit pricing and the 9.99% beneficial ownership blocker are notable for governance and conversion pacing. For investors, this signals institutional support and a financing that adds dilution risk if warrants are exercised.

Corporate Governance Expert

TL;DR: Transaction is routine for private placements but raises standard governance and disclosure flags.

The Form 4 discloses joint filing by OrbiMed Advisors, GP IX, and Genesis GP and explains record ownership through limited partnerships. Designation of an OrbiMed representative on the board is noted. The reporting persons disclaim beneficial ownership except for pecuniary interest, consistent with standard adviser/GP structures. The filing is informational; it clarifies relationships and voting/investment power without asserting direct beneficial ownership.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Shattuck Labs, Inc. [ STTK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		P		5,255,106	A	$0.8677	5,255,106	I	See Footnote(3)(5)
Common Stock	08/25/2025		P		1,051,021	A	$0.8677	1,051,021	I	See Footnote(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants (right to buy)	$0.0001	08/25/2025		P		10,111,384		(2)	(2)	Common Stock	10,111,384	(1)	10,111,384	I	See Footnote(3)(5)
Pre-Funded Warrants (right to buy)	$0.0001	08/25/2025		P		2,022,277		(2)	(2)	Common Stock	2,022,277	(1)	2,022,277	I	See Footnote(4)(5)
Common Warrants (right to buy)	$1.0846	08/25/2025		P		15,366,490		(2)	(2)	Common Stock	15,366,490	(1)	15,366,490	I	See Footnote(3)(5)
Common Warrants (right to buy)	$1.0846	08/25/2025		P		3,073,298		(2)	(2)	Common Stock	3,073,298	(1)	3,073,298	I	See Footnote(4)(5)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP IX LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OrbiMed Genesis GP LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On August 4, 2025, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors, including the Reporting Persons. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Persons 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. The Reporting Persons also received accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 18,439,799 Shares. The price per Share and accompanying Common Warrant is $0.8677. The price per Pre-Funded Warrant and accompanying Common Warrant is $0.8676.

2. The Pre-Funded Warrants are exercisable at any time after the date of issuance and the Common Warrants are 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 will expire 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.

3. These securities are held of record by OrbiMed Private Investments IX, LP ("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.

4. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("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.

5. This report on Form 4 is jointly filed by OrbiMed Advisors, GP IX, and Genesis GP. Each of the Reporting Persons 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. OrbiMed Advisors has designated a representative, Mona Ashiya ("Ashiya"), a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Ashiya is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC	09/02/2025
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP IX LLC	09/02/2025
	/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC	09/02/2025
	** Signature of Reporting Person	Date
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FAQ

What did OrbiMed entities purchase in the STTK private placement?

They acquired 6,306,127 shares and pre-funded warrants to purchase up to 12,133,661 additional shares, plus common warrants exercisable for up to 18,439,799 shares.

When did the transaction close for STTK reported on Form 4?

The private placement closed on 08/25/2025, which is the transaction date reported on the Form 4.

What prices were paid per security in the STTK deal?

The price per share with an accompanying common warrant was $0.8677. The price per pre-funded warrant with a common warrant was $0.8676.

Are the pre-funded warrants exercisable and are there limits?

Yes, the pre-funded warrants are exercisable immediately but are subject to a 9.99% beneficial ownership blocker.

When do the common warrants expire?

Common warrants expire on the 30th day after public disclosure of specific Phase 1 clinical-trial data and planned Phase 2 trial design, per the filing.