OrbiMed Discloses 9.99% Stake in Shattuck Labs After PIPE

Q: How many Shattuck Labs (STTK) shares do OrbiMed entities own after the PIPE?

OrbiMed-affiliated entities report beneficial ownership of 6,306,127 shares in aggregate, representing 9.99% of outstanding shares on a post-PIPE basis.

Q: What funds within OrbiMed participated in the PIPE for STTK?

OPI IX purchased 5,255,106 shares and Genesis purchased 1,051,021 shares , with each also receiving pre-funded warrants and common warrants.

[SCHEDULE 13D] Shattuck Labs, Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D

Rhea-AI Filing Summary

OrbiMed-affiliated entities disclosed acquiring an aggregate of 6,306,127 Shares of Shattuck Labs, representing 9.99% of the outstanding common stock on a post-PIPE basis. The holdings arise from the August 25, 2025 closing of a PIPE in which the issuer sold 15,225,158 Shares and pre-funded warrants and accompanying warrants aggregating potential issuance of 52,635,346 Shares. OrbiMed Private Investments IX, LP (OPI IX) purchased 5,255,106 Shares (鈮�9.99%) and OrbiMed Genesis Master Fund, L.P. (Genesis) purchased 1,051,021 Shares (鈮�1.67%).

The PIPE included pre-funded and common warrants but those warrants are subject to an exercise 9.99% blocker and are not presently exercisable. OrbiMed Advisors and its GP entities disclose shared voting and dispositive power over the shares held by the funds and note a board relationship via Director Mona Ashiya, who is obligated to transfer any director equity awards to OrbiMed-affiliated funds. A registration rights agreement was negotiated requiring the issuer to file a resale registration for the PIPE shares.

Positive

Aggregate 9.99% ownership reported by OrbiMed Advisors across affiliated funds, establishing a substantial investment position
Registration Rights Agreement secured in the PIPE obligates the issuer to file a resale registration, enabling liquidity for PIPE investors
PIPE closed on August 25, 2025, providing the reporting persons with immediate share positions and defined warrant exposure

Negative

Warrants subject to a 9.99% exercise blocker and are not presently exercisable, limiting immediate conversion upside
Affiliated board presence: OrbiMed-affiliated director Mona Ashiya may receive equity awards that are contractually transferred to OrbiMed funds, creating potential governance influence

Insights

TL;DR: OrbiMed funds secured a near-10% passive stake via a PIPE, with additional upside via warrants currently blocked from exercise.

The transaction establishes a substantial, non-control investment position: OPI IX holds 5,255,106 shares (鈮�9.99%) and Genesis holds 1,051,021 shares (鈮�1.67%), totaling 6,306,127 shares reported by OrbiMed Advisors. The PIPE pricing and structure created pre-funded warrants and common warrants that could materially increase share count but are subject to an anti-dilution/ownership 9.99% exercise blocker, limiting immediate dilution and exercise. Registration rights for resale were secured, improving liquidity for the PIPE investors once the registration statement is declared effective. For valuation impact, the disclosed percentages and the substantial warrant pool are material to potential future supply of shares; however, current economic ownership and voting power are limited to the shares held and the blocker prevents immediate warrant conversion.

TL;DR: Disclosure signals significant investor presence with governance access via a board member, but no intent to seek control is stated.

OrbiMed Advisors and its GP entities describe shared voting and dispositive authority over fund positions and disclose that Mona Ashiya, an OrbiMed Advisors member, sits on Shattuck's board and may receive director equity that will flow economically to OrbiMed funds. The filing expressly disclaims any plan to change board composition or seek control. Still, the combination of near-10% ownership by a single investor group and an affiliated director on the board is governance-relevant and could influence corporate decisions. The Registration Rights Agreement formalizes resale mechanics, reducing lock-up uncertainty for PIPE holders. Overall, this is a routine but material investor stake disclosure with potential governance implications should OrbiMed alter its intentions.

09/02/2025 - 09:53 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Shattuck Labs, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

82024L103

(CUSIP Number)

OrbiMed Advisors LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
(212) 739-6400

OrbiMed Capital GP IX LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
(212) 739-6400

OrbiMed Genesis GP LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
(212) 739-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Shattuck Labs, Inc.

(c)

Address of Issuer's Principal Executive Offices:

500 W 5th St., Austin, TEXAS , 78701.

Item 2.

Identity and Background

(a)

OrbiMed Advisors LLC ("OrbiMed Advisors"), a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. OrbiMed Capital GP IX LLC ("OrbiMed GP"), a limited liability company organized under the laws of Delaware. OrbiMed Genesis GP LLC ("OrbiMed Genesis" and together with OrbiMed Advisors and OrbiMed GP, the "Reporting Persons"), a limited liability company organized under the laws of Delaware. Carl L. Gordon, a United States citizen. Sven H. Borho, a German and Swedish citizen. W. Carter Neild, a United States citizen. Geoffrey C. Hsu, a United States citizen. C. Scotland Stevens, a United States citizen. David P. Bonita, a United States citizen. Peter A. Thompson, a United States citizen. Matthew S. Rizzo, a United States citizen. Mona Ashiya, a United States citizen. Trey Block, a United States citizen.

(b)

601 Lexington Avenue, 54th Floor, New York, New York 10022.

(c)

OrbiMed Advisors is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed GP is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed Genesis is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a member of OrbiMed Advisors. Sven H. Borho is a member of OrbiMed Advisors. W. Carter Neild is a member of OrbiMed Advisors. Geoffrey C. Hsu is a member of OrbiMed Advisors. C. Scotland Stevens is a member of OrbiMed Advisors. David P. Bonita is a member of OrbiMed Advisors. Peter A. Thompson is a member of OrbiMed Advisors. Matthew S. Rizzo is a member of OrbiMed Advisors. Mona Ashiya is a member of OrbiMed Advisors. Trey Block is the Chief Financial Officer of OrbiMed Advisors.

(d)

Not applicable.

(e)

Not applicable.

(f)

Item 2(a) is incorporated herein by reference.

Item 3.

Source and Amount of Funds or Other Consideration

On August 4, 2025, the Issuer entered into a securities purchase agreement with certain institutional accredited investors ("PIPE Investors"), pursuant to which, the Issuer agreed to issue and sell to the PIPE Investors in a private placement an aggregate of 15,225,158 Shares and, to certain PIPE Investors, pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 37,410,188 Shares and, in each case, accompanying warrants (the "Common Warrants" and, together with the Pre-Funded Warrants, the "Warrants") to purchase up to an aggregate of 52,635,346 Shares, or in lieu thereof, Pre-Funded Warrants (the "PIPE"). The Warrants contain an exercise limitation that prohibits the holder from exercising the Warrants to the extent that after giving effect to such issuance after exercise the holder would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Warrants (the "Blocker"). The price per Share and accompanying Common Warrant is $0.8677. The price per Pre-Funded Warrant and accompanying Common Warrant is $0.8676. The PIPE closed on August 25, 2025. In connection with the PIPE, OrbiMed Private Investments IX, LP ("OPI IX"), a limited partnership organized under the laws of Delaware, purchased 5,255,106 Shares and 10,111,384 Pre-Funded Warrants, and also received 15,366,490 Common Warrants and OrbiMed Genesis Master Fund, L.P. ("Genesis"), a limited partnership organized under the laws of the Cayman Islands, purchased 1,051,021 Shares and 2,022,277 Pre-Funded Warrants, and also received 3,073,298 Common Warrants. The source of funds for such purchases was the working capital of OPI IX and Genesis. As a result of the Blocker, as of the date hereof, the Warrants beneficially owned by the Reporting Persons are not presently exercisable.

Item 4.

Purpose of Transaction

This Statement on Schedule 13D relates to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons were acquired for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer's business on behalf of the Reporting Persons' respective advisory clients. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)

The following disclosure is based upon (i) 47,903,215 outstanding Shares, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on August 14, 2025 plus (ii) 15,225,158 Shares issued by the Issuer in the PIPE, as set forth in the Issuer's Current Report on Form 8-K filed with the SEC on August 5, 2025. As of the date of this filing, OPI IX holds 5,255,106 Shares constituting approximately 9.99% of the issued and outstanding Shares, Pre-Funded Warrants to purchase 10,111,384 Shares and Common Warrants to purchase 15,366,490 Shares. The Pre-Funded Warrants are not exercisable due to the Blocker. OrbiMed GP is the general partner of OPI IX, pursuant to the terms of the limited partnership agreement of OPI IX, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI IX and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI IX. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI IX. In addition, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreement of OPI IX, caused OPI IX to enter into the agreements referred to in Items 3 and 6. As of the date of this filing, Genesis holds 1,051,021 Shares constituting approximately 1.67% of the issued and outstanding Shares, Pre-Funded Warrants to purchase 2,022,277 Shares and Common Warrants to purchase 3,073,298 Shares. The Pre-Funded Warrants and Common Warrants are not presently exercisable due to the Blocker. OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis, and OrbiMed Advisors is the managing member of OrbiMed Genesis, pursuant to the terms of the limited liability company agreement of OrbiMed Genesis. As a result, OrbiMed Advisors and OrbiMed Genesis share power to direct the vote and disposition of the Shares held by Genesis and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by Genesis. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by Genesis. In addition, OrbiMed Advisors and OrbiMed Genesis, pursuant to their authority under the limited partnership agreement of Genesis, caused Genesis to enter into the agreements referred to in Items 3 and 6.

(b)

Item 5(a) is incorporated by reference herein.

(c)

Except as disclosed in Item 3, the Reporting Persons have not effected any transactions during the past sixty (60) days in any Shares.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI IX, pursuant to the terms of the limited partnership agreement of OPI IX. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI IX. Such authority includes the power to vote and otherwise dispose of securities held by OPI IX. The number of outstanding Shares of the Issuer attributable to OPI IX is 5,255,106 Shares, which amount excludes Pre-Funded Warrants to purchase 10,111,384 Shares and Common Warrants to purchase 15,366,490 Shares. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI IX, may be considered to hold indirectly 5,255,106 Shares, which amount excludes the Warrants. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis. Pursuant to this agreement and relationship, OrbiMed Genesis has discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherwise dispose of securities held by Genesis. The number of outstanding Shares of the Issuer attributable to Genesis is 1,051,021 Shares, which amount excludes Pre-Funded Warrants to purchase 2,022,277 Shares and Common Warrants to purchase 3,073,298 Shares. OrbiMed Genesis, pursuant to its authority under the limited partnership agreement of Genesis, may be considered to hold indirectly 1,051,021 Shares, which amount excludes the Warrants. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of OrbiMed GP and OrbiMed Genesis, pursuant to the terms of the limited liability company agreements of OrbiMed GP and OrbiMed Genesis. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI IX. OrbiMed Advisors and OrbiMed Genesis have discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI IX and the power of OrbiMed Genesis to vote and otherwise dispose of the securities held by Genesis. The number of outstanding Shares attributable to OPI IX is 5,255,106 Shares and the number of Shares attributed to Genesis is 1,051,021 Shares, which in each case, excludes the Warrants held by OPI IX and Genesis. Mona Ashiya ("Ashiya"), a member of OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors and OrbiMed GP may have the ability to affect and influence control of the Issuer. From time to time, Ashiya may receive stock options or other awards of equity-based compensation pursuant to the Issuer's compensation arrangements for non-employee directors. Pursuant to an agreement with OrbiMed Advisors and OrbiMed GP, Ashiya is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and OrbiMed GP, which will in turn ensure that such securities or economic benefits are provided to OPI IX. Registration Rights Agreement In connection with the PIPE, the Issuer entered into a registration rights agreement (the "Registration Rights Agreement") with the PIPE Investors, including OPI IX and Genesis, pursuant to which the Issuer agreed that, within 30 calendar days after the closing of the PIPE, the Issuer will file with the SEC (at the Issuer's sole cost and expense) a registration statement registering the resale of the Shares purchased in the PIPE. The foregoing descriptions of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 2 and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

------------ ------------------------------------------------------------------- Exhibit Description ------------ ------------------------------------------------------------------- 1. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital GP IX LLC. -------------------------------------------------------------------------------- 2. Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No. 001-39593) filed with the SEC on August 5, 2025. --------------------------------------------------------------------------------

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ORBIMED ADVISORS LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member
Date:	09/02/2025

OrbiMed Capital GP IX LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member of OrbiMed Advisors LLC
Date:	09/02/2025

OrbiMed Genesis GP LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon/Member of OrbiMed Advisors LLC
Date:	09/02/2025

Source:

FAQ

How many Shattuck Labs (STTK) shares do OrbiMed entities own after the PIPE?

OrbiMed-affiliated entities report beneficial ownership of 6,306,127 shares in aggregate, representing 9.99% of outstanding shares on a post-PIPE basis.

What funds within OrbiMed participated in the PIPE for STTK?

OPI IX purchased 5,255,106 shares and Genesis purchased 1,051,021 shares, with each also receiving pre-funded warrants and common warrants.

Are the warrants received in the PIPE exercisable immediately?

No. The pre-funded warrants and common warrants contain an exercise limitation that prevents exercise to the extent it would result in beneficial ownership over 9.99%, and therefore the warrants are not presently exercisable.

Does OrbiMed intend to take control of Shattuck Labs (STTK)?

The filing states the shares were acquired for investment purposes and not with the intention of acquiring control; no plans to change board composition or effect other control-changing actions were disclosed.

Will PIPE investors be able to resell their shares?

Yes. The Issuer agreed to file a registration statement within 30 calendar days after the PIPE closing to register resale of the PIPE shares, per the Registration Rights Agreement.

AG真人官方

[SCHEDULE 13D] Shattuck Labs, Inc. SEC Filing

Insights

FAQ

How many Shattuck Labs (STTK) shares do OrbiMed entities own after the PIPE?

What funds within OrbiMed participated in the PIPE for STTK?

Are the warrants received in the PIPE exercisable immediately?

Does OrbiMed intend to take control of Shattuck Labs (STTK)?

Will PIPE investors be able to resell their shares?

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[SCHEDULE 13D] Shattuck Labs, Inc. SEC Filing

Insights

Financial Analyst neutral

Corporate Governance Expert neutral

FAQ

How many Shattuck Labs (STTK) shares do OrbiMed entities own after the PIPE?

What funds within OrbiMed participated in the PIPE for STTK?

Are the warrants received in the PIPE exercisable immediately?

Does OrbiMed intend to take control of Shattuck Labs (STTK)?

Will PIPE investors be able to resell their shares?

NASDAQ:STTK

STTK Rankings

STTK Latest News

STTK Latest SEC Filings

STTK Stock Data