8-K
Shattuck Labs, Inc. (STTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 22, 2021
Shattuck Labs, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39593 | 81-2575858 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification Number) |
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)
(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)) |
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Securities registered pursuance to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Director Resignation
On October 22, 2021, Josiah Hornblower notified the board of directors (the “Board”) of Shattuck Labs, Inc. (the “Company”) of his intent to resign as a director and Chairman of the Board, effective as of such date. Mr. Hornblower’s decision was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board appointed independent director George Golumbeski to replace Mr. Hornblower as Chairman of the Board.
Director Appointment
On October 22, 2021, the Board appointed Dr. Carrie Brownstein as a member of the Board, effective immediately. Dr. Brownstein will serve as a Class I director until the Company’s 2024 Annual Meeting of Stockholders or until her successor is duly elected and qualified. Dr. Brownstein was also appointed as a member of the Nominating and Corporate Governance Committee of the Board.
Since April 2020, Dr. Brownstein, age 51, has served as Chief Medical Officer of Cellectis S.A. (Nasdaq: CLLS), a biotechnology company with a foundation in gene editing that is focused on developing novel cellular therapies for cancer and rare diseases, and she currently sits on its executive committee. Dr. Brownstein’s career in the pharmaceutical industry includes over 15 years developing novel therapeutics for the treatment of cancer and rare diseases. She has held roles of increasing responsibility at prominent bio-pharmaceutical companies, including F. Hoffmann-La Roche Ltd (OTCMKTS: RHHBY), Genentech, Inc., Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN), and Celgene Corporation. From August 2012 to March 2017, Dr. Brownstein served as Executive Director of Clinical Sciences Oncology at Regeneron, a biotechnology company, where she led first in human trials and development plans for multiple antibody therapies including REGN1979, the first bispecific antibody to enter the clinic. From March 2017 to November 2019, she served as Executive Director of Strategic Lead Myeloid Diseases, and subsequently, Vice President and Therapeutic Area Head for Myeloid Diseases at Celgene, an oncology- and immunology-focused pharmaceutical company, where she led multiple teams to successfully gain approval and launched multiple novel therapeutic agents including luspatercept (Reblozyl), fedratinib (Inrebic), enasidenib (Idihfa) and CC-486 (Onureg). In November 2019, Celgene was acquired by Bristol-Myers Squibb Company (NYSE: BMY), and Dr. Brownstein continued to serve as Vice President and Therapeutic Area Head for Myeloid Diseases through April 2020.
Dr. Brownstein received her A.B. from the University of Michigan and her M.D. from Tufts University School of Medicine. She completed her internship and residency in Pediatrics at Babies and Children’s Hospital of Columbia University Medical Center, and subsequently, completed sub-specialty training in Pediatric Hematology and Oncology at Memorial Sloan Kettering Cancer Center. Dr. Brownstein has been board certified by the American Board of Pediatrics in Pediatrics and Pediatric Hematology and Oncology and maintains certification in Pediatric Hematology and Oncology.
Dr. Brownstein will be entitled to receive compensation in accordance with the Company’s non-employee director compensation policy, which is described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2021. Dr. Brownstein will enter into the Company’s standard form of indemnification agreement, which was previously filed by the Company as Exhibit 10.1 to the Company’s Form S-1/A filed on October 5, 2020.
There are no arrangements or understandings between Dr. Brownstein and any other persons pursuant to which she was elected as a director of the Company. There are no family relationships between Dr. Brownstein and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the foregoing leadership changes is attached hereto as Exhibit 99.1.
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| Item 9.01 | Financial Statements and Exhibits. |
|---|
Exhibits
| Exhibit<br> <br>Number | Description of Exhibit |
|---|---|
| 99.1 | Press release issued by Shattuck Labs, Inc. dated October 28, 2021. |
| 104 | The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL. |
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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: October 28, 2021 | By: | /s/ Dr. Taylor Schreiber |
| Dr. Taylor Schreiber | ||
| Chief Executive Officer<br> <br>(principal executive officer) |
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EX-99.1
Exhibit 99.1
Shattuck Labs Announces Changes to its Board of Directors
– Shattuck Labs appoints new Board member, Dr. Carrie Brownstein, M.D.; Dr. George
Golumbeski, Ph.D., appointed as Chairman of the Board –
AUSTIN, TX and DURHAM, NC, October 28, 2021 — Shattuck Labs, Inc. (Shattuck) (NASDAQ: STTK), a clinical-stage biotechnology company pioneering the development of bi-functional fusion proteins as a new class of biologic medicine for the treatment of patients with cancer and autoimmune disease with three ongoing Phase 1 clinical trials, today announced the appointment of Dr. Carrie Brownstein, M.D., to its Board of Directors. Dr. Brownstein currently serves as the Chief Medical Officer at Cellectis. She will replace Josiah Hornblower, Shattuck’s Chairman and founder, who is stepping down from the Board of Directors. George Golumbeski, Ph.D., has been appointed Chairman of the Board.
“Dr. Brownstein will be a tremendous asset to the Shattuck board, as a seasoned industry veteran with a proven track record of leadership and expertise in strategy and tactical implementation from drug candidate selection through commercialization,” said Taylor Schreiber, M.D., Ph.D., Chief Executive Officer of Shattuck. “She is joining us at a key time in our pipeline progression. Carrie’s clinical development experience will be invaluable as we advance SL-172154 toward later-stage clinical trials and new ARC programs enter the clinic.”
“I am incredibly excited to join the Board of Directors at Shattuck,” said Dr. Brownstein. “I look forward to working with their experienced and talented management team to further their pioneering work in the exciting area of bi-functional fusion proteins and bring these innovative product candidates through clinical trials to help improve the lives of patients in need.”
Dr. Brownstein is the Chief Medical Officer of Cellectis, where she is responsible for overseeing clinical research and development. Previously, Dr. Brownstein held several senior leadership positions, including Vice President of Global Clinical Research and Development, Therapeutic Area Head for Myeloid Diseases at Celgene, Executive Director of Clinical Sciences Oncology at Regeneron Pharmaceuticals, and Senior Medical Director of Hematology and Oncology at Hoffman-La Roche (Roche Pharmaceuticals). Before her industry career, Dr. Brownstein practiced pediatric hematology and oncology at New York Presbyterian Columbia University and Mount Sinai Medical Center and completed her internship and residency at Columbia Presbyterian Medical Center in New York and her subspecialty training at Memorial Sloan-Kettering Cancer Center. Dr. Brownstein received her M.D. from Tufts University School of Medicine and received her A.B. in Psychology from the University of Michigan.
“Josiah’s pioneering vision created the foundation for the company and the entire Shattuck team is so grateful for all that Josiah has done to build and drive the company. I wish him all the best in his next venture,” said George Golumbeski, Ph.D. “Now, Shattuck is entering into a very exciting time as the company advances its ARC product candidates into later-stage clinical development. I am excited to offer my experience to the company through this next phase of growth as Chairman of the Board.”
About Shattuck Labs, Inc.
Shattuck is a clinical-stage biotechnology company pioneering the development of bi-functional fusion proteins as a new class of biologic medicine for the treatment of patients with cancer and autoimmune disease. Compounds derived from Shattuck’s proprietary Agonist Redirected Checkpoint, ARC^®^, platform simultaneously inhibit checkpoint molecules and activate costimulatory molecules within a single therapeutic. The company’s lead wholly owned program, SL-172154 (SIRPα-Fc-CD40L), which is designed to block the CD47 immune checkpoint and simultaneously agonize the CD40 pathway, is being evaluated in two Phase 1 trials. A second compound, SL-279252 (PD1-Fc-OX40L), is being evaluated in a Phase 1 trial in collaboration with Takeda Pharmaceuticals. Additionally, the company is advancing a proprietary Gamma Delta T Cell Engager, GADLEN^™^, platform, which is designed to bridge gamma delta T cells to tumor antigens for the treatment of patients with cancer. Shattuck has offices in both Austin, Texas and Durham, North Carolina. For more information, please visit: www.ShattuckLabs.com.
Forward-LookingStatements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. 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 we believe 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 us 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC, many of which are beyond our control and subject to change. Actual results could be materially different. We claim the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.
Investor Contact:
Conor Richardson
Senior Director, Finance & Investor Relations
Shattuck Labs, Inc.
InvestorRelations@shattucklabs.com
Media Contact:
Stephanie Ascher
Managing Director
Stern Investor Relations, Inc.
Stephanie.Ascher@sternir.com