As filed with the Securities and Exchange Commission on March 15, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Shattuck Labs, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 81-2575858 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
500 W. 5th Street, Suite 1200
Austin, TX 78701
(512) 900-4690
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Shattuck Labs, Inc. 2020 Equity Incentive Plan
Shattuck Labs, Inc. 2020 Employee Stock Purchase Plan
(Full title of the plan)
Taylor Schreiber, M.D., Ph.D.
Chief Executive Officer
Shattuck Labs, Inc.
500 W. 5th Street, Suite 1200
Austin, TX 78701
(512) 900-4690
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Ryan A. Murr Branden C. Berns Gibson, Dunn & Crutcher LLP 555 Mission Street San Francisco, CA 94105-0921 (415) 393-8373 | Erin Ator Thomson General Counsel Shattuck Labs, Inc. 500 W. 5th Street, Suite 1200 Austin, TX 78701 (512) 900-4690 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Shattuck Labs, Inc. (the “Registrant”), relating to 1,693,555 shares of its common stock, par value $0.0001 per share (the “Common Stock”), available for issuance pursuant to awards under the Shattuck Labs, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and 423,388 shares of Common Stock issuable under the Shattuck Labs, Inc. 2020 Employee Stock Purchase Plan (the “ESPP” and, together with the 2020 Plan, the “Plans”).
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (“Commission”) on October 19, 2020 (Registration No. 333-249555) and on March 16, 2021 (Registration No. 333-254340), which relate to the Plans, are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| * | Filed herewith. |
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Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, Texas, on March 15, 2022.
| Shattuck Labs, Inc. | ||
| By: | /s/ Dr. Taylor Schreiber | |
| Name: | Dr. Taylor Schreiber | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Taylor Schreiber and Andrew R. Neill, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.
Signature | Title | Date | ||
/s/ Dr. Taylor Schreiber | Chief Executive Officer and Director | March 15, 2022 | ||
| Dr. Taylor Schreiber | (principal executive officer) | |||
/s/ Andrew R. Neill | Chief Financial Officer | March 15, 2022 | ||
| Andrew R. Neill | (principal financial and accounting officer) | |||
/s/ Dr. George Golumbeski | Chairman of the Board | March 15, 2022 | ||
| Dr. George Golumbeski | ||||
/s/ Helen M. Boudreau | Director | March 15, 2022 | ||
| Helen M. Boudreau | ||||
/s/ Dr. Neil Gibson | Director | March 15, 2022 | ||
| Dr. Neil Gibson | ||||
/s/ Dr. Carrie Brownstein | Director | March 15, 2022 | ||
| Dr. Carrie Brownstein | ||||
/s/ Michael Lee | Director | March 15, 2022 | ||
| Michael Lee | ||||
/s/ Tyler Brous | Director | March 15, 2022 | ||
| Tyler Brous | ||||
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