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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2025
Shattuck Labs, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39593 | 81-2575858 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
500 W. 5th Street, Suite 1200
Austin, TX 78701
(Address of principal executive offices, including zip code)
(512) 900-4690
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.0001 par value | STTK | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On August 25, 2025 (the “Closing Date”), Shattuck Labs, Inc., a Delaware corporation (the “Company”), closed the transactions (the “Closing”) contemplated by the securities purchase agreement dated August 4, 2025 with certain institutional accredited investors named therein (the “Securities Purchase Agreement”), as previously disclosed in the Company’s Current Report on Form 8-K filed on August 5, 2025.
Resignations of Directors
Effective on the Closing Date, Tyler Brous, a Class I director, Dr. Carrie Brownstein, a Class I director, Michael Lee, a Class I director, and Dr. Kate Sasser, a Class II director, resigned from the Board of Directors (the “Board”) of the Company as well as any respective committees of the Board of which they were members. The resignations were not the result of any disagreements relating to the Company’s operations, policies or practices. Subsequent to the resignations, the Board decreased the size of the Board from nine to seven directors, leaving vacant two Class I directorships.
Appointment of Directors
Effective on the Closing Date, the Board appointed Dr. Daniel Baker and Dr. Mona Ashiya to fill the vacant Class I directorships, to hold office until the next election of the Class I directors and until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation, removal, retirement or disqualification. The Board also appointed Dr. Baker to the Board’s Audit and Nominating and Corporate Governance Committees.
Dr. Baker, age 74, has served as the interim Chief Development Officer of Cue Biopharma, Inc. (Nasdaq: CUE), a biopharmaceutical company, since November 2024. He has also served as Chief Executive Officer and Founder of KiRa Biotech Pty Ltd., a biotechnology company, and as Venture Partner at OneVentures Investments Australia, a venture capital firm, since 2019. Prior to that, Dr. Baker served in various leadership roles at Johnson & Johnson (NYSE: JNJ), a pharmaceutical company, from 2000 to 2019, including most recently as its Vice President of Immunology Research and Development. He was also part of the faculty of the University of Pennsylvania. Dr. Baker previously served on the board of directors of Galapagos NV (Nasdaq: GLPG), a biotechnology company, from 2022 to 2024. He received his B.A. in Biology from Gettysburg College and an M.D. from the University of Pennsylvania. He completed his residency at Hershey Medical Center, served as a Fellow in Rheumatology at the University of Pennsylvania and served as a Research Fellow in Rheumatology at Massachusetts General Hospital.
Dr. Ashiya, age 56, is currently a Member at OrbiMed Advisors LLC, an investment firm, where she has served in various roles of increasing responsibility since 2010. She currently serves on the boards of directors of Disc Medicine, Inc. (Nasdaq: IRON) and several private companies. Dr. Ashiya received her B.A. from the University of California, Berkeley and her Ph.D. in Cellular, Molecular and Developmental Biology from the University of Pittsburgh.
Each of Drs. Baker and Ashiya will receive an initial, one-time award of 66,300 stock options that vest over a three-year period subject to such director’s continued service, and will be entitled to receive annual compensation for their services in accordance with the Company’s Non-Employee Director Compensation Policy. Each of Drs. Baker and Ashiya intend to enter into the Company’s standard form of indemnification agreement (which, for Dr. Ashiya, is modified to reflect her status as an OrbiMed Designee, as defined below), a form of which was filed as Exhibit 10.1 to the Company’s Form S-1/A filed on October 5, 2020.
Drs. Baker and Ashiya were appointed to the Board pursuant to a letter agreement dated August 4, 2025, by and among the Company and certain entities affiliated with OrbiMed Advisors LLC (“OrbiMed”), entered into in connection with the Securities Purchase Agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, among other matters, OrbiMed (a) is entitled to designate two directors to the Board affiliated with OrbiMed so long as it holds at least 15% of the outstanding shares of the Company’s common stock, par value $0.0001 per share, and one such director so long as it holds at least 7.5% of the outstanding shares (the “OrbiMed Designee(s)”), in each case as calculated pursuant to the Letter Agreement, and (b) at Closing was entitled to designate one director to the Board who is not affiliated with OrbiMed and who is mutually agreeable to the Company (the “Independent Director Designee”).
At Closing, OrbiMed held more than 15% of the outstanding shares, as calculated pursuant to the Letter Agreement, and therefore is entitled to designate up to two OrbiMed Designees and one Independent Director Designee to the Board. Dr. Baker is serving as the Independent Director Designee and Dr. Ashiya is serving as an OrbiMed Designee.
Except as described above, there are no other arrangements or understandings between each of Drs. Baker and Ashiya and any other person pursuant to which they were appointed as directors of the Company; there are no family relationships between each of Drs. Baker and Ashiya and any director or executive officer of the Company; and each of Drs. Baker and Ashiya is not a party to any transactions of the type that would require disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On August 26, 2025, the Company issued a press release announcing the Closing and the appointments of Drs. Baker and Ashiya. A copy of the press release is furnished as an exhibit to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 hereto, shall not be deemed to be incorporated by reference in the filings of the Company under the Exchange Act or the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
|
| 99.1 | Press Release dated August 26, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Shattuck Labs, Inc. |
||||
| Date: August 26, 2025 |
By: |
/s/ Dr. Taylor Schreiber |
||
| Dr. Taylor Schreiber Chief Executive Officer (principal executive officer) |
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Exhibit 99.1
Shattuck Labs Announces Closing of up to $103 Million Private Placement and Appointments to Board of Directors
| – | Aggregate net proceeds from private placement expected to fund SL-325 through multiple Phase 2 clinical trials, including in Inflammatory Bowel Disease (IBD) and potentially another autoimmune disease – |
| – | Pro forma cash and cash equivalents, assuming full exercise of common stock warrants, expected to fund planned operations into 2029 – |
| – | Industry expert Dan Baker, M.D., and OrbiMed representative Mona Ashiya, Ph.D., appointed to the Board of Directors - |
AUSTIN, TX and DURHAM, NC, August 26, 2025 – Shattuck Labs, Inc. (Shattuck) (Nasdaq: STTK), a biotechnology company pioneering the development of novel therapeutics targeting tumor necrosis factor (TNF) superfamily receptors for the treatment of patients with inflammatory and immune-mediated diseases, today announced the closing of Shattuck’s recently announced private placement of up to approximately $103 million, led by OrbiMed. Proceeds from the financing, assuming full exercise of common stock warrants, are expected to fund operations into 2029 and advance SL-325 through multiple clinical milestones, including placebo controlled, randomized, Phase 2 trials.
In association with the closing of the financing, Shattuck also announced the appointment of two new members to its Board of Directors (the Board): Daniel Baker, M.D., industry expert, and Mona Ashiya, Ph.D., Member at OrbiMed. As part of this transition, Directors Tyler Brous, Carrie Brownstein, M.D., Michael Lee, and Kate Sasser, Ph.D., have stepped down from the Board.
“Our recent clearance for the SL-325 IND, closing of the private placement, and Board additions mark an important repositioning of Shattuck as an immunology and inflammation focused organization,” said Taylor Schreiber, M.D., Ph.D., Chief Executive Officer of Shattuck. “We believe SL-325 is a potentially first-in-class DR3 blocking antibody with the potential for superior efficacy and reduced immunogenicity relative to TL1A-blocking antibodies. We are grateful to our outgoing Directors, Dr. Carrie Brownstein, Dr. Kate Sasser, Michael Lee, and Tyler Brous, for their longtime support of Shattuck and this transition. We are very pleased to welcome Dr. Dan Baker, M.D., who brings more than 20 years of industry leadership experience, having contributed to the development of Remicade, Simponi and Stelara while serving as the VP of Immunology and Disease Area Stronghold Leader at Johnson & Johnson/Janssen, and also Dr. Mona Ashiya, Ph.D., an accomplished biotechnology industry expert and Member at OrbiMed, to our Board of Directors.”
“I look forward to leveraging my immunology and drug development background to help advance a novel DR3 blocking antibody as part of Shattuck’s Board of Directors and working with management to execute on its exciting development program in inflammatory bowel disease,” said Dr. Baker. “With SL-325 entering a Phase 1 trial this quarter, I am excited about the multiple data read outs ahead and the opportunity to help guide the program towards proof-of-concept studies.”
“I am pleased to be joining the Shattuck Board of Directors and share the Company’s strong commitment to improving outcomes for patients with immune-mediated diseases,” said Dr. Ashiya, General Partner of OrbiMed.
Daniel Baker, M.D.
Dr. Baker has over 20 years of drug development experience in the pharmaceutical industry. He currently serves as the interim Chief Development Officer at Cue Biopharma. He has also served as Chief Executive Officer and Founder of KiRa Biotech Pty Ltd., a biotechnology company, and as Venture Partner at OneVentures Investments Australia, a venture capital firm, since 2019. From 2000 to 2019, he served as Vice President, Immunology R&D at Johnson & Johnson (Janssen/Centocor) where he oversaw clinical development of Remicade, Simponi and Stelara and contributed to more than 15 regulatory approvals in the US, Europe and Japan.
Following his retirement from Janssen in 2019, Dr. Baker served as CEO and founder of Kira Therapeutics and more recently as Executive Director on the board of Galapagos Therapeutics from April 2022 until October 2024. Dr. Baker received his Medical Degree from the University of Pennsylvania and completed his Medical Residency at Hershey Medical Center and Fellowship in Rheumatology and Immunology at the University of Pennsylvania, followed by a Research Fellowship in Rheumatology at Mass General Hospital.
Mona Ashiya, Ph.D.
Dr. Ashiya is currently a Member at OrbiMed Advisors LLC, an investment firm, where she has served in various roles of increasing responsibility since 2010. She currently serves on the boards of directors of Disc Medicine, Inc. (NASDAQ: IRON) and several private companies. Dr. Ashiya received her B.A. from the University of California, Berkeley and her Ph.D. in Cellular, Molecular and Developmental Biology from the University of Pittsburgh.
About SL-325
SL-325 is a potential first-in-class Death Receptor 3 (DR3) blocking antibody designed to achieve a complete and durable blockade of the clinically validated DR3/TL1A pathway. Shattuck’s preclinical studies demonstrate high affinity binding and superior activity over TL1A antibodies and offer a data-driven rationale for targeting the TNF receptor, DR3, versus its ligand, TL1A. Shattuck expects to commence a Phase 1 clinical trial in healthy volunteers in the third quarter of 2025.
About Shattuck Labs, Inc.
Shattuck Labs, Inc. (Nasdaq: STTK) is a biotechnology company specializing in the development of potential treatments for autoimmune/inflammatory diseases. The Company is developing a potentially first-in-class antibody for the treatment of inflammatory bowel disease (IBD) and other inflammatory autoimmune diseases. Shattuck’s expertise in protein engineering and the development of novel TNF receptor agonist and antagonist therapeutics come together in its lead program, SL-325, a potential first-in-class DR3 antagonist antibody designed to achieve a more complete blockade of the clinically validated DR3/TL1A pathway. The Company has offices in both Austin, Texas and Durham, North Carolina. For more information, please visit: www.ShattuckLabs.com.
Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, Shattuck’s expectations regarding: the aggregate amount of proceeds to be received from the private placement, including whether the common stock warrants will be exercised and provide the Company with additional capital; the use of proceeds from the private placement; expectations regarding the timing for enrollment of and dosing of patients in the Phase 1 trial for SL-325; the anticipated timing for completion of the Phase 1 trial for SL-325; expectations regarding the results of the Phase 1 trial for SL-325; the potential Phase 2 clinical trials for SL-325; Shattuck’s development strategy and related milestones; the efficacy and immunogenicity of SL-325; the potential of SL-325 as a first-in-class DR3 blocking antibody; the potential indications that Shattuck may pursue for SL-325; and the time period over which our capital resources will be sufficient to fund the Company’s anticipated operations. Words such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “develop,” “plan” or the negative of these terms, and similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to the Company on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties (including, without limitation, those set forth in Shattuck’s filings with the Securities and Exchange Commission (SEC)), many of which are beyond the Company’s control and subject to change.
Actual results could be materially different. Risks and uncertainties include: global macroeconomic conditions and related volatility; expected results of the Company’s preclinical studies, clinical trials and research and development programs; expectations regarding the timing, completion and outcome of the Company’s clinical trials; the unpredictable relationship between preclinical study results and clinical study results; the timing or likelihood of regulatory filings and approvals; Shattuck’s expectations regarding the overall benefit of the strategic prioritization of its pipeline; liquidity and capital resources; and other risks and uncertainties identified in Shattuck’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent disclosure documents filed with the SEC. The Company claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.
The Company intends to use the investor relations portion of its website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.
Investor & Media Contact:
Conor Richardson
Vice President of Investor Relations
Shattuck Labs, Inc.
InvestorRelations@shattucklabs.com