| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwritten Public Offering
On December 21, 2023, Shattuck Labs, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Evercore Group L.L.C., as the representative of the underwriters named therein (the “Underwriters”) relating to the offering, issuance and sale (the “Offering”) of 4,651,163 shares (the “Common Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a public offering price of $6.45 per share (the “Offering”).
The Common Shares were offered pursuant to a shelf registration statement (File No. 333-2635534), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2022 and was amended and declared effective on July 29, 2022. A final prospectus supplement dated December 21, 2023 relating to and describing the terms of the Offering was filed with the SEC on December 22, 2023.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Common Shares issued in the Offering is filed herewith as Exhibit 5.1.
Private Placement
Also on December 21, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”) pursuant to which the Purchasers agreed to purchase pre-funded warrants to purchase 3,100,823 shares of Common Stock at a purchase price of $6.4499 per pre-funded warrant, which represents the per share public offering price of the Common Shares less the $0.0001 per share exercise price for each pre-funded warrant (the “Private Placement”).
The Securities Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Purchasers, on the other hand, and customary conditions to closing. Also on December 21, 2023, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers, which provides that the Company will register the resale of the shares of Common Stock issuable upon the exercise of the pre-funded warrants. The Company is required to prepare and file a registration statement with the SEC no later than thirty days following the closing of the Private Placement, and to use its commercially reasonable efforts to have the registration statement declared effective thirty days thereafter, subject to certain specified penalties if timely effectiveness is not achieved.
The pre-funded warrants to be issued and sold to the Purchasers under the Securities Purchase Agreement will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Purchasers.
The sale of the pre-funded warrants pursuant to the Securities Purchase Agreement has not been registered under the Securities Act or any state securities laws. The pre-funded warrants may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, are an offer to sell or the solicitation of an offer to buy the securities described herein.
