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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): March 1, 2024

 

 

Shattuck Labs, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39593   81-2575858

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

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)

Not Applicable

(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))

Securities registered pursuance to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

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.

On March 1, 2024, the Board of Directors (the “Board”) of Shattuck Labs, Inc. (the “Company”) expanded its size and appointed: (i) Dr. Kate Sasser as a Class II director to serve until the Company’s 2025 Annual Meeting of Stockholders and until her successor is duly elected and qualified and (ii) Dr. Clay Siegall as a Class III director to serve until the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, effective immediately. The Board has not yet appointed Drs. Sasser and Siegall to any committees of the Board.

Dr. Sasser, age 47, has served as the Chief Scientific Officer of Tempus AI, a healthcare technology company, since October 2022. From July 2016 to October 2022, Dr. Sasser served as Corporate Vice President at Genmab A/S (Nasdaq: GMAB), a biotechnology company. From 2009 to 2016, she served in various roles at Johnson and Johnson Innovative Medicine (formerly Janssen Pharmaceuticals Companies), a pharmaceutical company, including most recently as Vice President overseeing translational research for oncology. Dr. Sasser earned her B.S. from Oregon State University and her Ph.D. in Integrated Biomedical Sciences from the Ohio State University.

Dr. Siegall, age 63, has served as President, Chief Executive Officer and Chairman of the board of directors of Immunome, Inc. (Nasdaq: IMNM), a biotechnology company, since October 2023. Prior to joining Immunome, from January 2023 to October 2023, he served as the President and Chief Executive Officer of MorphImmune, Inc., a biotechnology company that merged with Immunome. Dr. Siegall co-founded Seagen Inc. (formerly Seattle Genetics), a biotechnology company acquired by Pfizer Inc., in January 1998 and served in various leadership roles, including as Chief Executive Officer, from November 2002 to May 2022, President, from June 2000 to May 2022, and Chairman of the board of directors, from March 2004 to May 2022. In addition to Immunome, he currently serves on the board of directors of Tourmaline Bio, Inc. (Nasdaq: TRML), a biotechnology company. He previously served on the board of directors of Nurix Therapeutics, Inc. (Nasdaq: NRIX), from June 2021 to May 2022, Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE), from February 2014 to June 2021, and Alder BioPharmaceuticals, Inc., from 2006 to October 2019. Dr. Siegall earned his B.S. in Zoology from the University of Maryland and his Ph.D. in Genetics from George Washington University.

Each of Drs. Sasser and Siegall will be entitled to receive compensation in accordance with the Company’s non-employee director compensation policy, which was filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 29, 2024. Each of Drs. Sasser and Siegall are entering into the Company’s standard form of indemnification agreement, a form of which was previously filed as Exhibit 10.1 to the Company’s Form S-1/A filed on October 5, 2020.

There are no arrangements or understandings between each of Drs. Sasser and Siegall and any other person pursuant to which they were appointed as directors of the Company; there are no family relationships between each of Drs. Sasser and Siegall and any director or executive officer of the Company; and each of Drs. Sasser and Siegall is not a party to any transactions of the type that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure.

A copy of the Company’s press release announcing the foregoing appointments is furnished hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

Exhibits

 

Exhibit

Number

   Description of Exhibit
99.1    Press release issued by Shattuck Labs, Inc. dated March 4, 2024.
104    The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL.


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: March 4, 2024     By:  

/s/ Dr. Taylor Schreiber

     

Dr. Taylor Schreiber

Chief Executive Officer

(principal executive officer)

Exhibit 99.1

Shattuck Labs Announces Appointment of Clay Siegall, Ph.D., and Kate Sasser, Ph.D., to its Board of Directors

AUSTIN, TX & DURHAM, NC, March 4, 2024 – Shattuck Labs, Inc. (Shattuck) (Nasdaq: STTK), a clinical-stage biotechnology company pioneering the development of bifunctional fusion proteins as a new class of biologic medicine for the treatment of patients with cancer and autoimmune disease, today announced the appointment of Clay Siegall, Ph.D., and Kate Sasser, Ph.D., to its Board of Directors, effective March 1, 2024. Both Dr. Siegall and Dr. Sasser are highly successful executives and scientific pioneers who bring valuable industry experience to Shattuck.

“It is a pleasure to welcome Clay and Kate, esteemed industry leaders, to our Board of Directors,” said Taylor Schreiber, M.D., Ph.D., Chief Executive Officer of Shattuck. “Clay’s impressive record of building and leading companies from drug discovery through commercialization, together with Kate’s drug development expertise and insight in leading translational research, are invaluable as we transition to late-stage clinical development of SL-172154. Following the next clinical updates expected mid-year, we anticipate continued expansion of and future pivotal studies for SL-172154 in multiple indications. This was an appropriate time for us to expand our already strong Board of Directors, and we are eager to begin working with Clay and Kate as we progress towards these important inflection points.”

Dr. Siegall added, “I have gotten to know Taylor and the team at Shattuck over the past several years and am delighted with the company’s progress. I have developed CD40 targeted therapies in the past, followed the CD47 landscape, and the emerging clinical data suggests that the design of SL-172154 may address the historical challenges for both targets. I look forward to offering my guidance to company management as they execute on their strategic objectives and position the company for continued growth.”

Dr. Clay Siegall is the President, Chief Executive Officer and Chairman of the Board of Immunome, Inc. (Nasdaq: IMNM). With a distinguished career in leadership and drug development, he has significantly contributed to the pharmaceutical industry, including spearheading the establishment of antibody-drug conjugates as a backbone of cancer therapy in many indications. Previously, Dr. Siegall held the positions of Chief Executive Officer, President, and Chairman of the Board at Seagen Inc. (formerly Seattle Genetics, Inc.). He was the founder of Seattle Genetics, established in 1998, where he guided the company to prominence as a pharmaceutical leader, particularly in the development of antibody-drug conjugates for cancer therapy. Prior to founding Seattle Genetics, Dr. Siegall held numerous leadership positions at Bristol Myers Squibb’s Pharmaceutical Research Institute and the National Cancer Institute. Dr. Siegall holds a Ph.D. in Genetics from George Washington University as well as a B.S. in Zoology from the University of Maryland.

Dr. Sasser added, “Joining Shattuck’s Board of Directors is an exciting opportunity. Shattuck’s new class of dual function fusion proteins has the potential to create novel therapeutics for patients with cancer and autoimmune diseases. The emerging clinical data with SL-172154 suggests that the CD40 agonism is differentiated from multiple agonists developed in the past. I look forward to working with the outstanding management team and Board of Directors to advance the company’s pipeline, unlock further value from the proprietary Agonist Redirected Checkpoint platform technology, and lay the foundation for sustained growth.”

Dr. Kate Sasser is the Chief Scientific Officer of Tempus. Dr. Sasser brings over 25 years of experience in translational research and precision medicine in biological sciences across academia and the pharmaceutical and biotech industry. Prior to Tempus, she led the translational research, precision medicine, and R&D operations organizations within Genmab A/S, a biotech company focused on developing transformative antibody therapeutics as medicine. She also led translational research for oncology at Johnson and Johnson Innovative Medicine (formerly Janssen Pharmaceuticals Companies). Dr. Sasser holds a Ph.D. in Integrated Biomedical Sciences from the Ohio State University as well as a B.S. from Oregon State University.

About Shattuck Labs, Inc.

Shattuck Labs, Inc. (Nasdaq: STTK) 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 are designed to simultaneously inhibit checkpoint molecules and activate costimulatory molecules with a single therapeutic. The company’s lead SL-172154 (SIRPα-Fc-CD40L) program, which is designed to block the CD47 immune checkpoint and simultaneously agonize the CD40 pathway, is being evaluated in multiple Phase 1 trials. Shattuck has offices in both Austin, Texas and Durham, North Carolina. For more information, please visit: www.ShattuckLabs.com.


Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, statements regarding: clinical development plans and strategies for SL-172154, timing of anticipated clinical data, future plans for Shattuck’s pipeline and Shattuck’s strategies. Words such as “anticipate,” “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 the company believes 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 the company 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 Shattuck’s filings with the U.S. Securities and Exchange Commission (SEC)), many of which are beyond the company’s control and subject to change. Actual results could be materially different. Risks and uncertainties which could cause such outcomes to change include: global macroeconomic conditions and related volatility; expectations regarding the initiation, progress, and expected results of Shattuck’s preclinical studies, clinical trials and research and development programs; expectations regarding the timing, completion and outcome of the company’s clinical trials; the unpredictable relationship between preclinical study results and clinical study results; the timing or likelihood of regulatory filings and approvals; liquidity and capital resources and other risks and uncertainties identified in Shattuck’s Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent disclosure documents filed with the SEC. Shattuck claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. Shattuck expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

The Company intends to use the investor relations portion of its website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.

Investor & Media Contact:

Conor Richardson

Vice President of Investor Relations

Shattuck Labs, Inc.

InvestorRelations@shattucklabs.com

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