[SCHEDULE 13D/A] Shattuck Labs, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 3 to Schedule 13D filed by Redmile Group, LLC, Jeremy C. Green and Redmile Biopharma Investments II, L.P. discloses beneficial ownership and a private placement related to Shattuck Labs, Inc. (Common Stock, CUSIP 82024L103).

The Reporting Persons report beneficial ownership of 5,652,660 shares (11.8% of the class) based on 47,903,215 shares outstanding as of May 14, 2025. Holdings include 3,338,997 shares held by RBI II and specified holdings in multiple Redmile-managed funds. The filing states Redmile may be deemed to beneficially own 3,100,823 shares issuable upon exercise of Pre-Funded Warrants but those are entirely limited by a 9.99% Beneficial Ownership Blocker and thus excluded from the reported aggregate. The filing also notes 112,936 options exercisable within 60 days held by a Redmile managing director and assigned to Redmile.

On August 4, 2025 the Issuer entered a Purchase Agreement providing for a private placement of Pre-Funded Warrants and accompanying Common Warrants to purchase up to 4,097,730 shares (combined), at a combined price of $0.8676 per paired instrument; RBI II is to purchase 2,048,423 Pre-Funded Warrants and 2,048,423 Common Warrants. The closing is subject to satisfaction or waiver of several conditions including regulatory clearance of the Issuer's IND by the FDA. A side letter grants Redmile pro rata participation rights in future equity offerings and the right to designate a non-voting board observer, subject to maintaining certain ownership.

Insights

Financial Analyst

TL;DR: Redmile discloses an 11.8% stake and a contingent private placement for ~4.1M warrants, providing capital support but subject to FDA clearance.

The filing documents a substantial institutional position: 5,652,660 shares (11.8%) and contingent economic exposure via up to 4,097,730 pre-funded and common warrants offered in a private placement priced at a combined $0.8676 per paired instrument. RBI II's intended purchase of 2,048,423 pre-funded and 2,048,423 common warrants would expand Redmile Funds' potential exposure if the Beneficial Ownership Blocker permits. Crucially, the transaction closing is conditioned on FDA IND clearance, creating a material execution risk and timeline dependency. For investors, the transaction signals financial support from a specialized biopharma investor and potential future dilution if warrants are exercisable beyond current ownership limits.

Corporate Governance Expert

TL;DR: Side letter secures pro rata rights and a non-voting observer, increasing Redmile's influence without granting control.

The Side Letter provides Redmile with pro rata participation rights in future equity offerings and the ability to designate a non-voting board observer conditional on maintaining a specified ownership level. These rights enhance monitoring and access to management information but stop short of board control or voting influence. The filing also clarifies that Redmile and Mr. Green disclaim direct beneficial ownership except for pecuniary interest, and that voting and investment power are exercised via management of the Redmile Funds. Governance impact is material in terms of oversight and future funding access, though the observer is non-voting and the Beneficial Ownership Blocker limits immediate equity control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Shattuck Labs, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

82024L103

(CUSIP Number)

Redmile Group, LLC
Attn: Joshua Garcia, One Letterman Drive Bldg D, Ste D3-300
San Francisco, CA, 94129
(415) 489-9980

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 82024L103

1

Name of reporting person

Redmile Group, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,652,660.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,652,660.00

11

Aggregate amount beneficially owned by each reporting person

5,652,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.8 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

(1) The source of funds was working capital of certain private investment funds managed by Redmile Group, LLC (the "Redmile Funds"), including Redmile Biopharma Investments II, L.P. ("RBI II"). (2) The aggregate amount of shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that may be deemed beneficially owned by Redmile Group, LLC ("Redmile") are held directly by the Redmile Funds, including RBI II. Redmile as the investment manager to each Redmile Fund exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. (3) Percent of class calculated based on: 47,903,215 shares of Common Stock outstanding on May 14, 2025, as disclosed in the Issuer's Definitive Proxy Statement for the 2025 Annual Meeting of the Stockholders filed on Schedule 14A with the SEC on May 21, 2025 (the "Proxy Statement").

SCHEDULE 13D

CUSIP No. 82024L103

1

Name of reporting person

Jeremy C. Green

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,652,660.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,652,660.00

11

Aggregate amount beneficially owned by each reporting person

5,652,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

(1) The source of funds was working capital of the Redmile Funds, including RBI II. (2) The aggregate amount of shares of the Common Stock that may be deemed beneficially owned by Jeremy C. Green are held directly by the Redmile Funds, including RBI II. Redmile as the investment manager to each Redmile Fund exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Mr. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. (3) Percent of class calculated based on: 47,903,215 shares of Common Stock outstanding on May 14, 2025, as disclosed in the Proxy Statement.

SCHEDULE 13D

CUSIP No. 82024L103

1

Name of reporting person

Redmile Biopharma Investments II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,338,997.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,338,997.00

11

Aggregate amount beneficially owned by each reporting person

3,338,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) Percent of class calculated based on: 47,903,215 shares of Common Stock outstanding on May 14, 2025, as disclosed in the Proxy Statement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Shattuck Labs, Inc.
(c)	Address of Issuer's Principal Executive Offices: 500 W. 5th Street, Austin, TEXAS , 78701.
Item 2.	Identity and Background
(a)	This amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D filed with the SEC on October 15, 2020, amendment No. 1 to the Schedule 13D filed with the SEC on December 21, 2023, and amendment No. 2 to the Schedule 13D filed with the SEC on December 6, 2024 (collectively, the "Prior Schedule 13D") by Redmile Group, LLC ("Redmile"), Jeremy C. Green, and Redmile Biopharma Investments II, L.P. ("RBI II") relating to the Common Stock of the Issuer. Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Prior Schedule 13D. Except as specifically amended by this Amendment No. 3, the Prior Schedule 13D is unchanged.
Item 4.	Purpose of Transaction
	The information in Item 6 below is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Prior Schedule 13D is hereby amended and restated in its entirety as follows: (a) The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Persons is comprised of the following: (i) 456,784 shares of Common Stock held by Redmile Capital Fund, L.P., (ii) 494,932 shares of Common Stock held by Redmile Capital Offshore Master Fund, Ltd., (iii) 374,149 shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd., (iv) 301,022 shares of Common Stock held by Redmile Strategic Long Only Trading Sub, Ltd., (v) 467,910 shares of Common Stock held by Redmile Strategic Trading Sub, Ltd., (vi) 3,338,997 shares of Common Stock held by RBI II, and (vii) 105,930 shares of Common Stock held by RedCo I, L.P. Redmile is the investment manager to each of the private investment funds listed in items (i) through (vii) (the "Redmile Funds") and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Redmile and Mr. Green may also be deemed to beneficially own 3,100,823 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. Pursuant to the terms of the Pre-Funded Warrants, the Common Stock that may be acquired upon exercise of the Pre-Funded Warrants shall be limited to the extent that, following such exercise, the total number of shares of Common Stock then beneficially owned by the holder of the Pre-Funded Warrants, together with such holder's affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such holder's for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), would exceed the Beneficial Ownership Limitation (the "Beneficial Ownership Blocker"). The "Beneficial Ownership Limitation" is 9.99% of the shares of Common Stock then issued and outstanding, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. Because the percentage of shares of Common Stock held directly by the Redmile Funds at the time of this filing exceeds 9.99% in the aggregate, the exercise of the Pre-Funded Warrants held by Redmile Funds are limited in their entirety by the Beneficial Ownership Blocker and the Reporting Persons therefore cannot be deemed to have beneficial ownership of any of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and such shares have not been included in the aggregate amount of securities reported in this Schedule 13D. Redmile and Mr. Green may also be deemed to beneficially own 112,936 shares of Common Stock subject to options to purchase shares of Common Stock that are exercisable within 60 days of the date of this filing. The stock options were granted to Mike Lee, a managing director of Redmile, in connection with his service as a member of the Board of Directors. Pursuant to the policies of Redmile, Mr. Lee holds the stock options as a nominee on behalf, and for the sole benefit, of Redmile and has assigned all economic, pecuniary and voting rights in respect of the stock options to Redmile. For purposes of this Schedule 13D, the percent of class is calculated based on 47,903,215 shares of Common Stock outstanding on May 14, 2025, as disclosed in the Proxy Statement.
(b)	Redmile Group, LLC: (1) Sole Voting Power: 0 (2) Shared Voting Power: 5,652,660 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 5,652,660 Jeremy C. Green: (1) Sole Voting Power: 0 (2) Shared Voting Power: 5,652,660 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 5,652,660 Redmile Biopharma Investments II, L.P.: (1) Sole Voting Power: 0 (2) Shared Voting Power: 3,338,997 (3) Sole Dispositive Power: 0 (4) Shared Dispositive Power: 3,338,997
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Prior Schedule 13D is hereby amended and supplemented by replacing the last paragraph of Item 6 with the following paragraphs: Securities Purchase Agreement On August 4, 2025, the Issuer entered into a securities purchase agreement with certain institutional accredited investors (the "Purchase Agreement"), including RBI II and certain other Redmile Funds. Pursuant to the terms of the Purchase Agreement, the Issuer will issue and sell to RBI II and certain other Redmile Funds in a private placement Pre-Funded Warrants to purchase up to an aggregate of 4,097,730 shares of Common Stock, each with an exercise price of $0.0001 per Pre-Funded Warrant, and accompanying warrants (the "Common Warrants") to purchase up to an aggregate of 4,097,730 shares of Common Stock, each with an exercise price of $1.0846 per Common Warrant, at a combined price of $0.8676, upon the closing of the transaction. Of the warrants to be issued and sold to the Redmile Funds in the private placement, RBI II will purchase Pre-Funded Warrants to purchase up to an aggregate of 2,048,423 shares of Common Stock and Common Warrants to purchase up to an aggregate of 2,048,423 shares of Common Stock upon the closing of the transaction. The closing of the private placement is subject to the satisfaction or waiver of certain material conditions specified in the Purchase Agreement, including the regulatory clearance of the Issuer's investigational new drug application by the U.S. Food and Drug Administration prior to the closing. The foregoing summary of the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 99.7 to this Schedule 13D and is incorporated herein by reference. Side Letter Agreement In connection with the execution of the Purchase Agreement, Redmile also entered into a side letter agreement with the Issuer, dated as of August 4, 2025 (the "Side Letter"). Pursuant to the terms of the Side Letter, upon the closing of the private placement, Redmile will have (a) the right to participate in future equity offerings of the Issuer up to its pro rata ownership percentage in the Issuer, and (b) the right to designate a non-voting observer to the Issuer's Board of Directors subject to Redmile maintaining a certain beneficial ownership interest in the Issuer's Common Stock. The foregoing summary of the Side Letter is not intended to be complete and is qualified in its entirety by reference to the full text of the Side Letter, which is filed as Exhibit 99.8 to this Schedule 13D and is incorporated herein by reference. Except as described above, no contracts, arrangements, understandings, or relationships (legal or otherwise) exist between any Reporting Person and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Except as described above, none of the Reporting Persons is a party to any arrangement whereby securities of the Issuer are pledged or are otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.7 Securities Purchase Agreement, dated August 4, 2025, by and among the Issuer and each purchaser listed on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on August 5, 2025). Exhibit 99.8 Side Letter Agreement, dated August 4, 2025, by and between Redmile and the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Redmile Group, LLC

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member
Date:	08/06/2025

Jeremy C. Green

Signature:	/s/ Jeremy C. Green
Name/Title:	Jeremy C. Green
Date:	08/06/2025

Redmile Biopharma Investments II, L.P.

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member of Redmile Group, LLC, the Managing Member of Redmile Biopharma Investments II (GP), LLC, its General Partner
Date:	08/06/2025

FAQ

How many Shattuck Labs (STTK) shares does Redmile report owning?

The filing reports Redmile beneficially owns 5,652,660 shares, representing 11.8% of the class based on 47,903,215 shares outstanding as of May 14, 2025.

What instruments are included in the August 4, 2025 private placement for STTK?

The Purchase Agreement provides for sale of Pre-Funded Warrants and accompanying Common Warrants to purchase up to an aggregate of 4,097,730 shares at a combined price of $0.8676 per paired instrument.

How much of the private placement will RBI II purchase?

RBI II will purchase Pre-Funded Warrants to purchase up to 2,048,423 shares and Common Warrants to purchase up to 2,048,423 shares upon closing.

Are there conditions to closing the private placement?

Yes. The closing is subject to satisfaction or waiver of material conditions, including regulatory clearance of the Issuer's IND by the FDA prior to closing.

What governance rights does Redmile receive under the Side Letter?

Upon closing, Redmile will have (a) pro rata participation rights in future equity offerings up to its ownership percentage and (b) the right to designate a non-voting board observer, subject to maintaining a certain beneficial ownership interest.

Are Pre-Funded Warrants included in the reported aggregate ownership?

No. Although Redmile may be deemed to beneficially own 3,100,823 shares issuable upon exercise of Pre-Funded Warrants, those are fully limited by the 9.99% Beneficial Ownership Blocker and therefore excluded from the aggregate amount reported.