Shattuck Labs, Inc S-3/A, filed Jul 28, 2022
Shattuck Labs, Inc. (STTK)
As filed with the Securities and Exchange Commission on July 28, 2022.
Registration No. 333-263553
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Shattuck Labs, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 81-2575858 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(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)
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)
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 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Shattuck Labs, Inc. (“Shattuck”) is filing this Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (File No. 333-263553) as an exhibits-only filing to file Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, including the signature page and the exhibit index, and the filed Exhibit 23.1. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
| Item 16. | Exhibits |
A list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein by reference.
| * | To be filed, if necessary, by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this registration statement, including a Current Report on Form 8-K. |
| ** | To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the applicable rules thereunder. |
| + | Filed previously. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on July 28, 2022.
| Shattuck Labs, Inc. | ||
| By: | /s/ Dr. Taylor Schreiber | |
| Dr. Taylor Schreiber | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signatures |
Title |
Date | ||
| /s/ Dr. Taylor Schreiber |
Director, Chief Executive Officer (principal executive officer) |
July 28, 2022 | ||
| Dr. Taylor Schreiber | ||||
| /s/ Andrew R. Neill |
Chief Financial Officer (principal financial and accounting officer) |
July 28, 2022 | ||
| Andrew R. Neill | ||||
| * |
Chairman of the Board | July 28, 2022 | ||
| Dr. George Golumbeski | ||||
| * |
Director | July 28, 2022 | ||
| Helen M. Boudreau | ||||
| * |
Director | July 28, 2022 | ||
| Dr. Neil Gibson | ||||
| * |
Director | July 28, 2022 | ||
| Dr. Carrie Brownstein | ||||
| * |
Director | July 28, 2022 | ||
| Michael Lee | ||||
| * |
Director | July 28, 2022 | ||
| Tyler Brous | ||||
| *By: | /s/ Dr. Taylor Schreiber | |
| Dr. Taylor Schreiber | ||
| Attorney-in-fact |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Shattuck Labs, Inc.:
We consent to the use of our report dated March 15, 2022, with respect to the financial statements of Shattuck Labs, Inc. incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
Austin, Texas
July 28, 2022