Redmile/Green Reports 4,097,730 Pre-Funded and Common Warrants for STTK

Rhea-AI Filing Summary

Redmile Group, LLC and Jeremy Green reported acquisitions of equity-linked securities of Shattuck Labs, Inc. (STTK) in a private placement closing on August 25, 2025. Institutional investors managed by Redmile received 4,097,730 pre-funded warrants and 4,097,730 common warrants tied to the same number of common shares at a combined purchase price of $0.8676 for each paired unit. The pre-funded warrants are exercisable immediately, carry a 9.99% beneficial ownership blocker and have no expiration; the accompanying common warrants expire 30 days after a public announcement of Phase 1 clinical data and Phase 2 design. Redmile and Jeremy Green disclaim beneficial ownership except to the extent of pecuniary interest. Michael Lee resigned from the issuer’s board effective the Closing Date.

Positive

• Private placement completed on August 25, 2025 with institutional investors including Redmile-managed vehicles
• Pre-funded warrants are exercisable immediately and have no expiration, per the filing
• Combined purchase price disclosed: $0.8676 per paired Pre-Funded Warrant and Common Warrant unit

Negative

• Board change: Mr. Michael Lee resigned as a director effective the Closing Date
• Common warrants expire upon a defined clinical disclosure event, limiting their exercise window to post-announcement timing

Insights

Securities Analyst

TL;DR: Large private placement of pre-funded warrants and warrants totaling 4,097,730 each was issued at $0.8676 per paired unit, exercisable with a 9.99% blocker.

The filing documents a private placement closing where Redmile-managed vehicles acquired 4,097,730 pre-funded warrants and 4,097,730 common warrants on August 25, 2025, at a combined purchase price of $0.8676 per paired unit. The pre-funded warrants have no expiration and are immediately exercisable subject to a 9.99% beneficial ownership blocker. The common warrants’ expiration is tied to public disclosure of Phase 1 data and the Phase 2 trial design. The Form 4 shows direct ownership by Redmile clients and potential deemed ownership by Redmile Group, LLC and Jeremy Green per disclosure language.

Corporate Governance Expert

TL;DR: Reporting persons include a director and 10% owner; a board member resigned effective the closing of the transaction.

The Form 4 identifies Redmile Group, LLC and Jeremy Green as both directors and 10% owners in disclosure boxes. The filing states that Mr. Michael Lee, a managing director of Redmile, resigned from the issuer’s board effective as of the Closing Date. The filing also includes standard disclaimers that Redmile and Mr. Green disclaim beneficial ownership except for any pecuniary interest.

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

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X

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^*

Redmile Group, LLC

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO CA 94129

(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	X	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

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 to Purchase Common Stock	$0.0001	08/25/2025		A		4,097,730		(2)	(2)	Common Stock	4,097,730	(1)	7,198,553	I	See Footnotes(3)(4)
Common Warrants to Purchase Common Stock	$1.0846	08/25/2025		A		4,097,730		(2)	(2)	Common Stock	4,097,730	(1)	4,097,730	I	See Footnotes(3)(4)

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Green Jeremy

(Last) (First) (Middle)

C/O REDMILE GROUP, LLC (NY OFFICE)

45 W. 27TH STREET, FLOOR 11

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On August 25, 2025 (the "Closing Date"), pursuant to the terms of that certain securities purchase agreement, dated as of August 4, 2025 (the "Purchase Agreement") and following the satisfaction of certain material conditions set forth therein, the Issuer issued and sold to certain institutional investors in a private placement, including certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Clients"), pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), accompanied by warrants (the "Common Warrants") to purchase an equal number of shares of Common Stock (or, in lieu thereof, Pre-Funded Warrants to purchase up to the same number of shares), at a combined purchase price for both securities of $0.8676.

2. The Pre-Funded Warrants and Common Warrants are exercisable by the holder at any time on or after the Closing Date, subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants do not have an expiration date. The Common Warrants will expire 30 days after a public announcement of the data from the Issuer's Phase 1 clinical trial for SL-325 in healthy volunteers and the design of its Phase 2 clinical trial.

3. The reported securities are directly owned by the Redmile Clients, and may be deemed beneficially owned by Redmile Group, LLC ("Redmile") as the investment manager of the Redmile Clients.

4. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, if any, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Mr. Michael Lee, a managing director of Redmile, resigned as a member of the board of directors of the Issuer effective as of the Closing Date.

	By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC	08/26/2025
	/s/ Jeremy Green	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What securities did Redmile acquire in the STTK private placement?

Redmile-managed vehicles acquired 4,097,730 pre-funded warrants and 4,097,730 common warrants tied to Shattuck Labs common stock.

At what price were the warrants purchased in the STTK transaction?

The paired Pre-Funded Warrant and Common Warrant units were purchased at a combined price of $0.8676 each.

Are the pre-funded warrants exercisable and do they expire?

The pre-funded warrants are exercisable immediately and the filing states they do not have an expiration date.

When do the common warrants expire according to the Form 4?

The common warrants will expire 30 days after a public announcement of Phase 1 clinical trial data for SL-325 and the design of the Phase 2 trial.

Does the filing indicate any changes to Shattuck Labs' board?

Yes, the filing states that Mr. Michael Lee resigned as a director effective as of the Closing Date (August 25, 2025).