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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-23 · 40 added, 31 removed, 138 unchanged (34% of the section changed)

3 unchanged sentences

Based on this evaluation of our disclosure controls and procedures as of December 31, 2023, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

3 unchanged sentences

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

As of December 31, 2022, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

As of December 31, 2023, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

5 unchanged sentences

Other Information

Trading Plans

During the quarter ended December 31, 2023, no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the heading “Directors, Executive Officers, and Corporate Governance.”

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing

similar functions.

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2024 Annual Meeting of Stockholders (“2024 Proxy Statement”) to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the headings “Information Regarding Director

Nominees and Continuing Directors,” “Corporate Governance,” “Executive Officers,” and, as applicable, “Delinquent Section 16(a) Reports.”

A copy of the code is available on our website located at ir.shattucklabs.com, under “Governance.” We intend to disclose on our website any amendments to, or waivers from, the code of business conduct and ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K within four business days following the date of the amendment or waiver.

Executive Compensation

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the headings “Executive Compensation” and “Directors, Executive Officers and Corporate Governance.”

The information required by this item is incorporated herein by reference to our 2024 Proxy Statement, including under the headings “Executive Compensation” and “Corporate Governance.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation-Securities Authorized for Issuance Under Equity Compensation Plans.”

The information required by this item is incorporated herein by reference to our 2024 Proxy Statement, including under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the headings “Directors, Executive Officers and Corporate Governance” and “Certain Relationships and Related Party Transactions.”

The information required by this item is incorporated herein by reference to our 2024 Proxy Statement, including under the headings “Corporate Governance” and “Certain Relationships and Related Party Transactions.”

Principal Accountant Fees and Services

Ratification of Selection of Independent Registered Public Accounting Firm.”

The information required by this item is incorporated herein by reference to our 2024 Proxy Statement, including under the heading “Proposal 2:

Ratification of Selection of Independent Auditor Selection.”

Exhibits and Financial Statement Schedules

15 unchanged sentences

4.2 Second Amended and Restated Investors’ Rights Agreement, dated as of June 12, 2020, by and among Shattuck Labs, Inc.

and certain of its stockholders (incorporated by reference from Exhibit 4.2 of the Company’s Amendment No.

2 to Registration Statement on Form S-1 filed on October 8, 2020 (Commission File No.

and certain of its stockholders (incorporated by reference from Exhibit 4.2 of the Company’s Registration Statement on Form S-1 filed on September 18 , 2020 (Commission File No.

333-248918)).

4.3 Description of Securities (incorporated by reference from Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on March 16, 2021).

4.3 Description of Securities (incorporated by reference from Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on March 16, 2021 ( Co m m is sion File No.:

001-39593 ) .

4.4 Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 22, 2023 (Commission File No.

10.1+ Form of Indemnification Agreement for directors and executive officers (incorporated by reference from Exhibit 10.1 of the Company’s Amendment No.

10 unchanged sentences

2 to Employment Agreement, dated March 12, 2021, by and between Shattuck Labs, Inc.

and Taylor Schreiber (incorporated by reference from Exhibit 10.6 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

and Taylor Schreiber (incorporated by reference from Exhibit 10.6 of the Company ’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.

3 unchanged sentences

1 to Employment Agreement, dated March 12, 2021, by and between Shattuck Labs, Inc.

and Arundathy Nirmalini Pandite (incorporated by reference from Exhibit 10.8 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

10.9+ Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.

and Erin Ator Thomson (incorporated by reference from Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on September 18, 2020 (Commission File No.

333-248918)).

10.10+ Amendment No.

1 to Employment Agreement, dated March 12, 2021, by and between Shattuck Labs, Inc.

and Erin Ator Thomson (incorporated by reference from Exhibit 10.10 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

and Arundathy Nirmalini Pandite (incorporated by reference from Exhibit 10.8 of the Com pan y ’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.

5 unchanged sentences

and Andrew R.

Neill (incorporated by reference from Exhibit 10.12 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

Neill (incorporated by reference from Exhibit 10.12 of The Com pan y ’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

Employment Agreement, dated December 9, 2019, by and between Shattuck Labs, Inc.

and Casi DeYoung (incorporated by reference from Exhibit 10.13 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

and Casi DeYoung (incorporated by reference from Exhibit 10.13 of the Co mpany ’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

Amendment No.

1 to Employment Agreement, dated March 12, 2021, by and between Shattuck Labs, Inc.

and Casi DeYoung (incorporated by reference from Exhibit 10.14 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

and Casi DeYoung (incorporated by reference from Exhibit 10.14 of the Company ’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

Employment Agreement, dated June 1, 2021 , by and between Shattuck Labs, Inc.

and Abhinav Shukla

2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.9 of the Company’s Amendment No.

4 unchanged sentences

333-248918)).

10.17+ Non-Employee Director Compensation Policy (incorporated by reference from Exhibit 10.11 of the Company’s Amendment No.

1 to Registration Statement on Form S-1 filed on October 5, 2020 (Commission File No.

333-248918)).

F orm of Stock Option Grant Notice and Stock Option Agreement for Executives under the 2020 Employment Incentive Plan

Form of Stock Option Grant Notice and Stock Option Agreement for Board of Directors under the 2020 Employment Incentive Plan

Form of Restricted Stock Unit Grant Notice and Stock Option Agreement under the 2020 Employment Incentive Plan

Non-Employee Director Compensation Policy , as A mended

Exclusive License Agreement, dated June 3, 2016, by and between Shattuck Labs, Inc.

6 unchanged sentences

and International Bank of Commerce, Laredo, Texas.

incorporated by reference from Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

Master Services Agreement, dated March 31, 2017, between Shattuck Labs, Inc.

5 unchanged sentences

and SVB Securities LLC (incorporated by reference from Exhibit 10.1 of Shattuck’s Current Report on Form 8-K filed on July 29, 2022 (Commission File No.

10.25† Clinical Trial Collaboration and Supply Agreement, dated February 4, 2022, by and between Shattuck Labs, Inc.

and ImmunoGen, Inc.

001- 3 95 9 3))

10.24 Clin ic al Trial and Collaboration and Supply Agreement dated February 4, 2022 by and between Shattuck La bs, Inc, and Immunogen (incorporated by reference from Exhibit 10.

25 of Shattuck’s Annual Report on Form 10 -K filed on February , 202 3 (Commission File No.

10.25 Securities Purchase Agreement, dated December 2 1 , 2023, by and between Shattuck Labs, Inc.

and each purchaser identified on Annex A thereto (incorporated by reference from Exhibit 10.1 of Shattuck’s Current Report on Form 8-K filed on December 2 2 , 2023 (Commission File No.

001- 3 95 9 3))

10.25 Registration Rights Agreement, dated December 21, 2023, by and between Shattuck Labs, Inc.

and the several purchasers signatory thereto (incorporated by reference from Exhibit 10.

2 of Shattuck’s Current Report on Form 8-K filed on December 2 2 , 2023 (Commission File No.

23.1* Consent of Independent Registered Public Accounting Firm.

3 unchanged sentences

Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934.

Incentive Compensation Clawback Policy

101.INS* XBRL Instance Document

13 unchanged sentences

Shattuck Labs, Inc.

February 23, 2023 By:

February 29, 2024

Taylor Schreiber

2 unchanged sentences

(principal executive officer)

February 23, 2023 By:

February 29, 2024

/s/ Andrew R.

24 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures