Shattuck Labs Inc美股招股说明书(2026-06-11版)

10,879,376 SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE 7,870,624 SHARES OF COMMON STOCK We are offering 10,879,376 of shares of our common stock and, in lieu of the shares of common stock to certain investors that so choose, pre-funded warrants to purchase7,870,624 shares of our common stock. The purchase price of each pre-funded warrant will equal the price per share at which shares of our common stock are being soldto the public in this offering, minus $0.0001 per share of common stock, which is the exercise price of each pre-funded warrant. The public offering price for each shareof common stock is $4.00. We are also offering the shares of our common stock that are issuable from time to time upon exercise of the pre-funded warrants. Ourcommon stock trades on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “STTK.” On June9, 2026, the last reported sale price for our common stock onNasdaq was $4.27per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for listing of thepre-funded warrants on Nasdaq or any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the pre-fundedwarrants will be limited. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading“Risk Factors” on pageS-6 of this prospectus supplement, and under similar headings in the documents that are incorporated by reference intothis prospectus supplement and the accompanying prospectus. (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. Neither the Securities and Exchange Commission nor any state or foreign securities commission or regulatory authority has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Delivery of the shares of common stock and pre-funded warrants is expected to be made on or about June11, 2026. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 2,812,500 shares of our common stock. If the underwriters exercisethe option in full, the total underwriting discounts and commissions payable by us will be $5,175,000 and the total proceeds to us, before expenses, will be $81,074,213. Joint Bookrunning Managers Leerink Partners Cantor Table of Contents Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONDESCRIPTION OF SECURITIES WE ARE OFFERINGU.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYSECURITIES WE MAY OFFERDESCRIPTION OF SECURITIES PLAN OF DISTRIBUTION LEGAL MATTERS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the Securities and Exchange Commission, or the “SEC”, using a ‘‘shelf’’registration process, and consists of two parts. The first part is this prospectus supplement, including the documents incorporated by reference herein,which describes the specific terms of this offering. The second part, the accompanying prospectus, including the documents incorporated by referencetherein, gives more general information, some of which may not apply to this offering. This prospectus supplement relates to the offering of shares ofour common stock and pre-funded warrants. Before buying any of the securities that we are offering, we urge you to carefully read this prospectussupplement, together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and“Incorporation of Certain Information by Reference” in the accompanying prospectus, and any free writing prospectus that we have authorized for use inconnection with this offering. These documents contain important information that you should consider when making your investment decision. Ingeneral, when we refer only to the prospectus, we are referring to both the prospectus supplement and the accompanying prospectus combined. This prospectus supplement describes the terms of securities offered in this offering and also adds to and updates information contained in thedocuments incorporated by reference into this prospectus supplement. To the extent there is a conflict between the information contained in thisprospectus supplement, on the one hand, and the accompanying prospectus or information contained in any document incorporated by reference into thispr