On July 29, 2022, Shattuck Labs, Inc. (the "Company") reported that it entered into a sales agreement (the "Sales Agreement") with SVB Securities LLC (the "Agent"), pursuant to which the Company may offer and sell from time to time shares of the Company’s common stock, $0.0001 par value per share (the "Shares"), through the Agent (Filing, 8-K, Shattuck Labs, JUL 29, 2022, View Source [SID1234617136]). The offering and sale of up to $75,000,000 of the Shares has been registered under the Securities Act of 1933, as amended, (the "Securities Act") pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-263553) (the "Registration Statement"), which was originally filed with the Securities and Exchange Commission ("SEC") on March 15, 2022 and declared effective by the SEC on July 29, 2022, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on July 29, 2022.
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Sales of the Shares, if any, pursuant to the Sales Agreement may be made in sales deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market or on any other existing trading market for our common stock. The Company has no obligation to sell any of the Shares under the Sales Agreement, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company intends to use the proceeds of the offering for pipeline development, working capital, and other general corporate purposes.
The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Agent a commission of up to 3.0% of the gross sales price of the Shares sold through it under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party, as set forth in the Sales Agreement, or by the Agent at any time in certain circumstances, including the occurrence of any material adverse effect, or any development that could reasonably be expected to result in a material adverse effect, that, in the judgment of the Agent, may materially impair the ability of the Agent to sell the Shares.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Gibson, Dunn & Crutcher LLP, counsel to the Company, has issued an opinion to the Company, dated July 29, 2022, regarding the validity of the Shares. A copy of the opinion is filed herewith as Exhibit 5.1.
The description of the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.