Shattuck Labs Inc美股市值招股说明书(2025-09-30版)

105,270,692 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of105,270,692 shares (the “Shares”)of common stock, par value $0.0001 per share (“Common Stock”), of Shattuck Labs, Inc. (“Shattuck,” “we,” “our”or the “Company”), a Delaware corporation, consisting of (i) 15,225,158 shares of Common Stock, (ii) 37,410,188 shares of Common Stock issuableupon the exercise ofpre-fundedwarrants with a per share exercise price equal to $0.0001 (the “Pre-FundedWarrants”) and (iii) 52,635,346 shares ofCommon Stock issuable upon (x)the exercise of common warrants with a per share exercise price of $1.0846 (the “Common Warrants” and, togetherwith thePre-FundedWarrants, the “Warrants”), or, (y)in lieu thereof upon the holder’s election, the exercise ofPre-FundedWarrants issuable upon theexercise of the Common Warrants. The Shares, thePre-FundedWarrants and the Common Warrants were acquired by the Selling Stockholders pursuant to a securities purchase agreementby and among the Company and the Selling Stockholders, dated August4, 2025 (the “Purchase Agreement”). We are registering the resale of theShares covered by this prospectus as required by a registration rights agreement by and among the Company and the Selling Stockholders, datedAugust25, 2025 (the “Registration Rights Agreement”). We will not receive any of the proceeds from sales by the Selling Stockholders of the Shares. Upon any exercise of the Warrants by payment of cash,however, we will receive the cash exercise price paid by the holders of the Warrants. See “Use of Proceeds” on page7 of this prospectus. The Selling Stockholders may sell or otherwise dispose of the Shares covered by this prospectus in a number of different ways and at varying prices.However, our registration of the Shares does not mean that the Selling Stockholders will offer or sell any of the Shares. We provide more informationabout how the Selling Stockholders may sell or otherwise dispose of the Shares covered by this prospectus in the section entitled “Plan of Distribution”beginning on page15 of this prospectus. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Shares coveredby this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similarselling expenses) relating to the registration of the Shares with the Securities and Exchange Commission (the “SEC”). Our Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “STTK.” On September16, 2025, the last reported saleprice of our Common Stock on Nasdaq was $2.14 per share. Investing in our securities involves a high degree of risk. Before making any investment in our securities, you shouldconsider carefully the risks and uncertainties described in the section entitled “Risk Factors” beginning on page6 ofthis prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents Table of Contents ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC utilizing a shelf registration process. Under the shelf registration process,the Selling Stockholders may, from time to time, offer and sell the Shares described in this prospectus in one or more offerings. Information about theSelling Stockholders may change over time. This prospectus provides you with a general description of the Shares the Selling Stockholders may offer. Each time the Selling Stockholders sell ourShares using this prospectus, to the extent necessary and required by law, we will provide a prospectus supplement that will contain specific informationabout the terms of that offering, including the number of Shares being offered, the manner of distribution, the identity of any underwriters or othercounterparties and other specific terms related to the offering. The prospectus supplement may also add, update or change information contained in thisprospectus. To the extent that any statement made in a prospectus supplement is inconsistent with statements made in this prospectus, the statementsmade in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. You should read this prospectus, anyapplicable prospectus supplement and the information incorporated by reference in this prospectus before making an investment in share