What changed in this filing

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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-02-29 · 42 added, 48 removed, 130 unchanged (41% of the section changed)

7 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

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.

8 unchanged sentences

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).

During the quarter ended December 31, 2024, no director or Section 16 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 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.”

Except as provided below, the information required by this item is incorporated herein by reference to our Proxy Statement relating to our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which we expect 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,” “Insider Trading Policy,” “Executive Officers,” and, as applicable, “Delinquent Section 16(a) Reports.”

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.

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.

A copy of the code is available on our website located at ir.shattucklabs.com, under “Governance.” We intend to disclose on our website future amendments to certain provisions of the code, and waivers of the code granted to executive officers and directors, 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 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 2025 Proxy Statement, including under the headings “Executive Compensation”, “Director Compensation” and “Compensation Committee Interlock.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to our 2025 Proxy Statement, including under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

2 unchanged sentences

Principal Accountant Fees and Services

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.”

The information required by this item is incorporated herein by reference to our 2025 Proxy Statement, including under the heading “Ratification of Independent Auditor Selection.”

Exhibits and Financial Statement Schedules

1 unchanged sentence

(a) Financial Statements.

See Index to Consolidated Financial Statements at Part II, Item 8 “Financial Statements – Audited Financial Statements.”

See Index to Financial Statements at Part II, Item 8 “Financial Statements and Supplementary Data.”

(b) Financial Statement Schedules.

No financial statement schedules are provided because the information called for is not required or is shown in the financial statements or the notes thereto.

No financial statement schedules are provided because the information called for is not required or is included in the financial statements or the notes thereto.

11 unchanged sentences

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 ( Co m m is sion File No.:

001-39593 ) .

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 (Commission File No.:

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.

17 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 the Com pan y ’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 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.

5 unchanged sentences

and Andrew R.

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.

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

Amendment No.

2 unchanged sentences

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

and Abhinav Shukla

and Abhinav Shukla (incorporated by reference from Exhibit 10.1 1 of the Company’s Annual Report on Form 10-K filed on February 29 , 202 4 (Commission File No.

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

4 unchanged sentences

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.

and Heat Biologics, Inc., as amended (incorporated by reference from Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed on September 18, 2020 (Commission File No.

333-248918)).

Form of Stock Option Grant Notice and Stock Option Agreement for Executives under the 2020 Employment Incentive Plan (incorporated by reference from Exhibit 10.1 4 of the Company’s Annual Report on Form 10-K filed on February 29 , 2024 (Commission File No.

Form of Stock Option Grant Notice and Stock Option Agreement for Board of Directors under the 2020 Employment Incentive Plan (incorporated by reference from Exhibit 10.1 5 of the Company’s Annual Report on Form 10-K filed on February 29 , 2024 (Commission File No.

Form of Restricted Stock Unit Grant Notice and Stock Option Agreement under the 2020 Employment Incentive Plan (incorporated by reference from Exhibit 10.1 6 of the Company’s Annual Report on Form 10-K filed on February 29 , 2024 (Commission File No.

Non-Employee Director Compensation Policy, as Amended

10.18 Lease Agreement, dated April 17, 2018, between Shattuck Labs, Inc.

4 unchanged sentences

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.

and KBI Biopharma, Inc.

(incorporated by reference from Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed on September 18, 2020 (Commission File No.

333-248918)).

10.22 Takeda Termination Agreement (incorporated by reference from Exhibit 10.1 of Shattuck’s Quarterly Report on Form 10-Q filed on November 9, 202 1 (Commission File No.

10.20 Sales Agreement, dated July 29, 2022, between Shattuck Labs, Inc.

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.

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.

10.21 Clinical Trial and Collaboration and Supply Agreement dated February 4, 2022 by and between Shattuck Labs, Inc, and Immunogen (incorporated by reference from Exhibit 10.25 of Shattuck’s Annual Report on Form 10-K filed on February, 2023 (Commission File No.

10.22 Securities Purchase Agreement, dated December 21, 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 22, 2023 (Commission File No.

001- 3 95 9 3))

10.23 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.

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 22, 2023 (Commission File No.

10.24 Master Services Agreement, dated November 18, 2024, by and between S hattuck Labs, Inc and Kemwell Biopharma Private, Ltd.

I nsider Trading Policy

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

Incentive Compensation Clawback Policy (incorporated by reference from Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed on February 29 , 2024 (Commission File No.

101.INS* XBRL Instance Document

11 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 23rd day of February 2023.

Shattuck Labs, Inc.

February 29, 2024

March 27, 2025

Taylor Schreiber

2 unchanged sentences

(principal executive officer)

February 29, 2024

March 27, 2025

/s/ Andrew R.

1 unchanged sentence

(principal financial and accounting officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates set forth opposite their names.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr.

Taylor Schreiber, Andrew R.

Neill and Stephen Stout, and each of them, as true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign in any and all capacities (including, without limitation, the capacities listed below), this Annual Report on Form 10-K, any and all amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to enable the registrant to comply with the provisions of the Securities Exchange Act and all the requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the dates set forth opposite their names.

Signature Title Date

1 unchanged sentence

Chief Executive Officer and Director

February 29, 2024

March 27, 2025

Taylor Schreiber

2 unchanged sentences

Neill Chief Financial Officer

February 29, 2024

March 27, 2025

( principal financial and accounting officer )

George Golumbeski

Chairman of the Board February 29, 2024

Chairman of the Board March 27, 2025

George Golumbeski

Director February 29, 2024

Carrie Brownstein Director February 29, 2024

Director March 27, 2025

Carrie Brownstein Director March 27, 2025

Carrie Brownstein

/s/ Michael Lee

Director February 29, 2024

Director March 27, 2025

/s/ Tyler Brous

Director February 29, 2024

Director March 27, 2025

March 27, 2025

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