OrbiMed (NASDAQ: STTK) converts Shattuck Labs common warrants into low-price pre-funded warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Shattuck Labs, Inc. reported that entities affiliated with OrbiMed converted previously issued warrants into new pre-funded warrants and updated their indirect holdings of common stock. On June 8, 2026, OrbiMed-related funds converted common warrants exercisable for 3,073,298 and 15,366,490 shares of common stock into an equal number of pre-funded warrants, with the common warrants carrying an exercise price of $1.0846 per share and the new pre-funded warrants carrying an exercise price of $0.0001 per share. These securities stem from an August 2025 private placement where OrbiMed-affiliated investors purchased 6,306,127 common shares, pre-funded warrants for up to 12,133,661 shares, and accompanying common warrants for up to 18,439,799 shares. All positions are held indirectly through OrbiMed-managed investment funds, and the OrbiMed entities disclaim beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insights
OrbiMed converted large warrant positions into low‑exercise pre-funded warrants, with no share sales disclosed.
The filing shows OrbiMed-affiliated funds converting existing warrant exposure into different derivative form rather than trading stock in the open market. Common warrants for 3,073,298 and 15,366,490 underlying shares at an exercise price of $1.0846 were exchanged for pre-funded warrants at $0.0001.
These positions originate from an August 2025 private placement totaling 6,306,127 common shares, 12,133,661 pre-funded warrants and 18,439,799 common warrants. The shift concentrates value into instruments that are effectively paid up-front, while a 9.99% beneficial ownership blocker governs when they can be exercised into common stock.
Because there are no reported sales and derivativeSummary is empty after these conversions, this looks like a restructuring of OrbiMed’s warrant exposure rather than a reduction in overall economic interest. Actual impact on Shattuck’s share float will depend on future exercises of the pre-funded warrants, which are exercisable any time after issuance subject to the 9.99% cap.
Insider Trade Summary
36,879,576 shares exercised/converted
Mixed
6 txns
Insider
ORBIMED ADVISORS LLC, OrbiMed Capital GP IX LLC, OrbiMed Genesis GP LLC
Role
null | null | 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, 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 or, if so elected by Reporting Persons, Pre-Funded Warrants. The price per Share and accompanying Common Warrant was $0.8677. The price per Pre-Funded Warrant and accompanying Common Warrant was $0.8676. On June 8, 2026, the Reporting Persons exercised their Common Warrants in exchange for an equal amount of 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 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. 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. 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.
Key Figures
Common warrants converted (block 1): 3,073,298 shares
Common warrants converted (block 2): 15,366,490 shares
Common warrant exercise price: $1.0846 per share
+5 more
8 metrics
Common warrants converted (block 1)
3,073,298 shares
Underlying Shattuck Labs common stock from common warrants converted on June 8, 2026
Common warrants converted (block 2)
15,366,490 shares
Underlying Shattuck Labs common stock from common warrants converted on June 8, 2026
Common warrant exercise price
$1.0846 per share
Exercise price of Shattuck Labs common warrants before conversion
Pre-funded warrant exercise price
$0.0001 per share
Exercise price of new pre-funded warrants received
Private placement common shares
6,306,127 shares
Shattuck Labs common stock sold to investors under August 4, 2025 agreement
Private placement pre-funded warrants
12,133,661 shares
Maximum shares issuable under pre-funded warrants from August 2025 deal
Private placement common warrants
18,439,799 shares
Maximum shares underlying common warrants issued in August 2025
Total derivative exercises
36,879,576 shares
Aggregate underlying shares in four derivative conversions in this Form 4
Key Terms
Pre-Funded Warrants, Common Warrants, beneficial ownership blocker, securities purchase agreement, +2 more
6 terms
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 financial
"in each case subject to a 9.99% beneficial ownership blocker."
securities purchase agreement financial
"the Issuer entered into a securities purchase agreement (the "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.
accredited investors financial
"securities purchase agreement (the "Purchase Agreement") with certain accredited investors, including the Reporting Persons."
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.
Phase 1 clinical trial technical
"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.
FAQ
What did OrbiMed-linked entities do in this Shattuck Labs (STTK) Form 4?
OrbiMed-affiliated investment funds converted existing common warrants into pre-funded warrants tied to Shattuck Labs common stock. The filing reports no open-market share sales, only derivative conversions that restructure how OrbiMed holds its exposure rather than changing the reported overall economic interest.
What are the exercise prices of the Shattuck Labs warrants in this filing?
The common warrants carried an exercise price of $1.0846 per underlying Shattuck Labs share, while the new pre-funded warrants carry a nominal exercise price of $0.0001 per share. Both instruments are subject to a 9.99% beneficial ownership blocker limiting how much can be exercised at any time.
Do OrbiMed entities claim full beneficial ownership of these Shattuck Labs securities?
No. The filing states the securities are held by OrbiMed-managed funds, with OrbiMed Advisors and related general partners possibly deemed to have voting and investment power. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest in the Shattuck Labs securities.
How do clinical trial milestones affect the Shattuck Labs common warrants mentioned?
Footnotes explain the common warrants would have expired on the 30th day after public announcement of specified Phase 1 SL-325 clinical trial data and planned Phase 2 design. That linkage to trial disclosures defines the potential life of the common warrants before OrbiMed’s reported conversions.