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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Shattuck Labs Inc | NASDAQ:STTK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.24 | -3.31% | 7.02 | 7.03 | 7.45 | 7.45 | 7.02 | 7.20 | 118,705 | 21:02:01 |
As filed with the Securities and Exchange Commission on February 29, 2024
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 registrants 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 One Embarcadero Center, Suite 2600 San Francisco, CA 94111-3715 (415) 393-8373 |
Stephen Stout General Counsel, Corporate Secretary and Chief Ethics and Compliance Officer 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.
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 1,890,404 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 472,601 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), on March 16, 2021 (Registration No. 333-254340), on March 15, 2022 (Registration No. 333-263552) and on February 23, 2023 (Registration No. 333-269955), 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits |
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, as amended (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 February 29, 2024.
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 do 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 Dr. Taylor Schreiber |
Chief Executive Officer and Director (principal executive officer) |
February 29, 2024 | ||
/s/ Andrew R. Neill Andrew R. Neill |
Chief Financial Officer (principal financial and accounting officer) |
February 29, 2024 | ||
/s/ Dr. George Golumbeski Dr. George Golumbeski |
Chairman of the Board | February 29, 2024 | ||
/s/ Helen M. Boudreau Helen M. Boudreau |
Director | February 29, 2024 | ||
/s/ Dr. Neil Gibson Dr. Neil Gibson |
Director | February 29, 2024 | ||
/s/ Dr. Carrie Brownstein Dr. Carrie Brownstein |
Director | February 29, 2024 |
/s/ Michael Lee Michael Lee |
Director | February 29, 2024 | ||
/s/ Tyler Brous Tyler Brous |
Director | February 29, 2024 |
Exhibit 5.1
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue Dallas, TX 75201 Tel 214.698.3100 gibsondunn.com |
February 29, 2024
Shattuck Labs, Inc.
500 W. 5th Street, Suite 1200
Austin, TX 78701
Re: | Form S-8 Registration Statement for 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8, (the Registration Statement) of Shattuck Labs, Inc., a Delaware corporation (the Company), to be filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), in connection with the offering by the Company of (i) up to 1,890,404 shares of its common stock, par value $0.0001 per share (the Common Stock), available for issuance under the Shattuck Labs, Inc. 2020 Equity Incentive Plan (the 2020 Plan) and (ii) up to 472,601 shares of Common Stock available for issuance under the Shattuck Labs, Inc. 2020 Employee Stock Purchase Plan (the ESPP and, together with the 2020 Plan, the Plans, and such shares of Common Stock, collectively, the Shares).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in one or more of the Plans that would expand, modify or otherwise affect the terms of the applicable Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the applicable Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
Abu Dhabi Beijing Brussels Century City Dallas Denver Dubai Frankfurt Hong Kong Houston London Los Angeles
Munich New York Orange County Palo Alto Paris Riyadh San Francisco Singapore Washington, D.C.
February 29, 2024
Page 2
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the DGCL). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption Legal Matters in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP
Exhibit 23.1
|
KPMG LLP Suite 1900 |
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 29, 2024, with respect to the financial statements of Shattuck Labs, Inc., incorporated herein by reference.
Austin, Texas
February 29, 2024
KPMG LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.
Exhibit 107.1
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
Shattuck Labs, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title (1) |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Common Stock, par value $0.0001 per share (Common Stock) to be issued pursuant to the Shattuck Labs, Inc. 2020 Equity Incentive Plan (the 2020 Plan) | Rule 457(a) (2) | 1,890,404 | $8.98 | $16,975,827.92 | $147.6 per $1,000,000 | $2,505.63 | |||||||
Equity | Common Stock to be issued pursuant to the Shattuck Labs, Inc. 2020 Employee Stock Purchase Plan (the ESPP) |
Rule 457(a) (3) | 472,601 | $7.63 | $3,605,945.63 | $147.6 per $1,000,000 | $532.24 | |||||||
Total Offering Amounts | $20,581,773.55 | $3,037.87 | ||||||||||||
Total Fee Offsets | $ | |||||||||||||
Net Fee Due | $3,037.87 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement on Form S-8 shall also cover any additional shares of Common Stock that may become issuable under the 2020 Plan or the ESPP as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrants Common Stock on the Nasdaq Global Select Market on February 22, 2024. |
(3) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act, based upon a 15% discount from the average of the high and low prices of the Registrants Common Stock on the Nasdaq Select Global Market on February 22, 2024, such discount representing the maximum permissible discount offered pursuant to such plan. |
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