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OrbiMed funds add STTK pre-funded warrants in June 2026 stock offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Shattuck Labs, Inc. reported that investment entities affiliated with OrbiMed purchased pre-funded warrants linked to its June 2026 public offering. OrbiMed-related funds acquired pre-funded warrants exercisable for a total of 1,250,000 shares of common stock at an exercise price of $0.0001 per share, subject to a 9.99% beneficial ownership blocker. The public offering comprised 10,879,376 common shares at $4.00 per share and, in lieu of shares to certain investors, 7,870,624 pre-funded warrants at $3.9999 each. The securities are held of record by OrbiMed Private Investments IX, LP and OrbiMed Genesis Master Fund, L.P., while OrbiMed Advisors and its affiliated general partners may be deemed to share voting and investment power but disclaim beneficial ownership beyond their pecuniary interests.

Positive

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Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP IX LLC, OrbiMed Genesis GP LLC
Role null | null | null
Bought 1,250,000 shs ($0.00)
Type Security Shares Price Value
Purchase Pre-Funded Warrants (right to buy) 1,041,667 $0.00 --
Purchase Pre-Funded Warrants (right to buy) 208,333 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Pre-Funded Warrants (right to buy) — 26,519,541 shares (Indirect, See Footnote); Common Stock — 5,255,106 shares (Indirect, See Footnote)
Footnotes (1)
  1. On June 9, 2026, the Issuer announced a public offering of an aggregate of 10,879,376 shares of common stock ("Shares") at a price of $4.00 per Share and, in lieu of Shares to certain investors, pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 7,870,624 Shares at a price of $3.9999 per Pre-Funded Warrant. The Pre-Funded Warrant have an exercise price of $0.0001 per share and are exercisable at any time after the date of issuance. The public offering closed on June 11, 2026. The Pre-Funded Warrants are exercisable at any time after the date of issuance, subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants will expire once exercised in full. 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.
Pre-funded warrants purchased 1,250,000 underlying shares Total underlying common shares for new pre-funded warrants
Warrant exercise price $0.0001 per share Exercise price of Shattuck Labs pre-funded warrants
Common shares in offering 10,879,376 shares at $4.00 Shares of common stock in June 2026 public offering
Pre-funded warrants in offering 7,870,624 at $3.9999 Pre-funded warrants offered to certain investors
Beneficial ownership blocker 9.99% Maximum beneficial ownership allowed before further warrant exercise
OPI IX warrants after deal 5,303,908 pre-funded warrants Total shares underlying warrants following transaction for one fund
Genesis Master Fund warrants 26,519,541 pre-funded warrants Total shares underlying warrants following transaction for another fund
Pre-Funded Warrants financial
"pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 7,870,624 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.
beneficial ownership blocker regulatory
"The Pre-Funded Warrants are exercisable at any time after the date of issuance, subject to a 9.99% beneficial ownership blocker."
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
public offering financial
"the Issuer announced a public offering of an aggregate of 10,879,376 shares of common stock"
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.
registered investment adviser regulatory
"OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940"
A registered investment adviser (RIA) is a firm or individual legally registered with regulators to give personalized investment advice and manage clients' money, with a duty to put clients’ interests ahead of their own. Think of an RIA as a licensed financial guide who must disclose fees, conflicts and how they are paid; that transparency and legal duty matter to investors because it reduces the risk of hidden costs or biased recommendations.
pecuniary interest financial
"except to the extent of its pecuniary interest therein, if any."
Section 16 regulatory
"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"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Shattuck Labs, Inc. [ STTK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock5,255,106ISee Footnote(3)(5)
Common Stock1,051,021ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrants (right to buy)$0.000106/11/2026P1,041,667 (2) (2)Common Stock1,041,667(1)26,519,541ISee Footnote(3)(5)
Pre-Funded Warrants (right to buy)$0.000106/11/2026P208,333 (2) (2)Common Stock208,333(1)5,303,908ISee Footnote(4)(5)
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC
(Last)(First)(Middle)
601 LEXINGTON AVENUE
54TH FLOOR
(Street)
NEW YORK NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% 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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% 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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. On June 9, 2026, the Issuer announced a public offering of an aggregate of 10,879,376 shares of common stock ("Shares") at a price of $4.00 per Share and, in lieu of Shares to certain investors, pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 7,870,624 Shares at a price of $3.9999 per Pre-Funded Warrant. The Pre-Funded Warrant have an exercise price of $0.0001 per share and are exercisable at any time after the date of issuance. The public offering closed on June 11, 2026.
2. The Pre-Funded Warrants are exercisable at any time after the date of issuance, subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants will expire once exercised in full.
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 LLC06/15/2026
/s/ Carl L. Gordon, Member of OrbiMed Capital GP IX LLC06/15/2026
/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC06/15/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did OrbiMed-affiliated entities do in Shattuck Labs (STTK) on this Form 4?

OrbiMed-affiliated investment funds purchased pre-funded warrants linked to Shattuck Labs common stock. These warrants were acquired as part of a June 2026 public offering, giving the funds rights to buy additional shares at a very low exercise price.

How many Shattuck Labs (STTK) shares are covered by the new pre-funded warrants?

The newly reported pre-funded warrants are exercisable for 1,250,000 shares of Shattuck Labs common stock. These rights come from two purchases of 208,333 and 1,041,667 underlying shares, expanding the funds’ potential equity exposure if fully exercised.

What is the exercise price of the Shattuck Labs (STTK) pre-funded warrants bought by OrbiMed funds?

The pre-funded warrants carry an exercise price of $0.0001 per Shattuck Labs share. This de minimis price means virtually all cash outlay occurred at purchase, with future exercises requiring only a token additional payment per share.

What were the key terms of Shattuck Labs’ June 2026 public offering tied to this Form 4?

Shattuck Labs’ public offering included 10,879,376 common shares at $4.00 per share and 7,870,624 pre-funded warrants at $3.9999 each. The offering closed on June 11, 2026, and the warrants are exercisable any time after issuance, subject to ownership limits.

Who formally holds the Shattuck Labs (STTK) securities reported, and how is OrbiMed involved?

The securities are held of record by OrbiMed Private Investments IX, LP and OrbiMed Genesis Master Fund, L.P. OrbiMed Capital GP IX LLC, OrbiMed Genesis GP LLC, and OrbiMed Advisors LLC may be deemed to share voting and investment power but disclaim full beneficial ownership.

What is the 9.99% beneficial ownership blocker on Shattuck Labs pre-funded warrants?

The pre-funded warrants are exercisable at any time after issuance but include a 9.99% beneficial ownership blocker. This provision prevents the holders from exercising warrants to the extent such exercise would push their beneficial ownership above 9.99% of Shattuck’s outstanding common stock.