S-8

As filed with the Securities and Exchange Commission on March 15, 2022

Registration No. 333-        

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Shattuck Labs, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   81-2575858

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

500 W. 5th Street, Suite 1200

Austin, TX 78701

(512) 900-4690

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Shattuck Labs, Inc. 2020 Equity Incentive Plan

Shattuck Labs, Inc. 2020 Employee Stock Purchase Plan

(Full title of the plan)

Taylor Schreiber, M.D., Ph.D.

Chief Executive Officer

Shattuck Labs, Inc.

500 W. 5th Street, Suite 1200

Austin, TX 78701

(512) 900-4690

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Ryan A. Murr

Branden C. Berns

Gibson, Dunn & Crutcher LLP

555 Mission Street

San Francisco, CA 94105-0921

(415) 393-8373

 

Erin Ator Thomson

General Counsel

Shattuck Labs, Inc.

500 W. 5th Street, Suite 1200

Austin, TX 78701

(512) 900-4690

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Shattuck Labs, Inc. (the “Registrant”), relating to 1,693,555 shares of its common stock, par value $0.0001 per share (the “Common Stock”), available for issuance pursuant to awards under the Shattuck Labs, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and 423,388 shares of Common Stock issuable under the Shattuck Labs, Inc. 2020 Employee Stock Purchase Plan (the “ESPP” and, together with the 2020 Plan, the “Plans”).

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (“Commission”) on October  19, 2020 (Registration No. 333-249555) and on March  16, 2021 (Registration No. 333-254340), which relate to the Plans, are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.

 

2


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Exhibit

Number

   Description of Exhibit
    4.1    Amended and Restated Certificate of Incorporation of Shattuck Labs, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 14, 2020 (Commission File No. 001-39593)).
    4.2    Amended and Restated Bylaws of Shattuck Labs, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 14, 2020 (Commission File No. 001-39593)).
    5.1*    Opinion of Gibson, Dunn & Crutcher LLP.
  23.1*    Consent of Independent Registered Public Accounting Firm.
  23.2*    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
  24.1*    Power of Attorney (included on signature page hereto).
  99.1    2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.9 of the Company’s Amendment No.  2 to Registration Statement on Form S-1 filed on October 8, 2020 (Commission File No. 333-248918)).
  99.2    2020 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.10 of the Company’s Amendment No.  2 to Registration Statement on Form S-1 filed on October 8, 2020 (Commission File No. 333-248918)).
107.1*    Filing Fee Table

 

*

Filed herewith.

 

3


SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, Texas, on March 15, 2022.

 

Shattuck Labs, Inc.
By:  

/s/ Dr. Taylor Schreiber

Name:   Dr. Taylor Schreiber
Title:   Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Taylor Schreiber and Andrew R. Neill, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.

 

Signature

  

Title

  

Date

/s/ Dr. Taylor Schreiber

   Chief Executive Officer and Director    March 15, 2022
Dr. Taylor Schreiber    (principal executive officer)   

/s/ Andrew R. Neill

   Chief Financial Officer    March 15, 2022
Andrew R. Neill    (principal financial and accounting officer)   

/s/ Dr. George Golumbeski

   Chairman of the Board    March 15, 2022
Dr. George Golumbeski      

/s/ Helen M. Boudreau

   Director    March 15, 2022
Helen M. Boudreau      

/s/ Dr. Neil Gibson

   Director    March 15, 2022
Dr. Neil Gibson      

/s/ Dr. Carrie Brownstein

   Director    March 15, 2022
Dr. Carrie Brownstein      

/s/ Michael Lee

   Director    March 15, 2022
Michael Lee      

/s/ Tyler Brous

   Director    March 15, 2022
Tyler Brous      

 

4

EX-5.1

[Gibson, Dunn & Crutcher LLP Letterhead]

Exhibit 5.1

March 15, 2022

Shattuck Labs, Inc.

500 W. 5th Street, Suite 1200

Austin, TX 78701

 

Re:

Form S-8 Registration Statement for 2020 Equity Incentive Plan and 2020 Employee Stock Purchase Plan

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8, (the “Registration Statement”) of Shattuck Labs, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of (i) up to 1,693,555 shares of its common stock, par value $0.0001 per share (the “Common Stock”), available for issuance under the Shattuck Labs, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) and (ii) up to 423,388 shares of Common Stock available for issuance under the Shattuck Labs, Inc. 2020 Employee Stock Purchase Plan (the “ESPP” and, together with the 2020 Plan, the “Plans,” and such shares of Common Stock, collectively, the “Shares”).

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.


We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 15, 2022, with respect to the balance sheets of Shattuck Labs, Inc. as of December 31, 2021 and 2020, the related statements of operations and comprehensive loss, changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes incorporated herein by reference.

/s/ KPMG LLP

Austin, Texas

March 15, 2022

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

Shattuck Labs, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security    
Type    
  Security Class Title (1)  

Fee

Calculation

Rule

  Amount
Registered
 

Proposed

Maximum

Offering Price

Per Share

 

Maximum

Aggregate

Offering

Price

  Fee Rate  

Amount of

Registration Fee

               
Equity     Common Stock, par value $0.0001 per share (“Common Stock”) to be issued pursuant to the Shattuck Labs, Inc. 2020 Equity Incentive Plan (the “2020 Plan”)   Rule 457(a) (2)   1,693,555    $4.61   $7,807,289    $92.70 per 
$1,000,000 
  $724
               
Equity     Common Stock to be issued pursuant to the Shattuck Labs, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”)   Rule 457(a) (3)   423,388    $3.92   $1,659,681    $92.70 per 
$1,000,000 
  $154
         
Total Offering Amounts   $8.63       $878
         
Total Fee Offsets         $—
         
Net Fee Due               $878

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of Common Stock that may become issuable under the 2020 Plan or the ESPP as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low prices of the Registrant’s Common Stock on the Nasdaq Global Select Market on March 10, 2022.

(3)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act, based upon a 15% discount from the average of the high and low prices of the Registrant’s Common Stock on the Nasdaq Select Global Market on March 10, 2022, such discount representing the maximum permissible discount offered pursuant to such plan.