Amendment: SEC Form SCHEDULE 13G/A filed by Shattuck Labs Inc.
$STTK
Biotechnology: Pharmaceutical Preparations
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
Shattuck Labs, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
82024L103 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 82024L103 |
| 1 | Names of Reporting Persons
Prosight Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,543,240.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (i) 4,325,185 shares of common stock, $0.0001 par value per share ("Common Stock") of Shattuck Labs, Inc. (the "Issuer") owned by the Reporting Persons; and (ii) 2,218,055 shares of Common Stock that may be acquired by the Reporting Persons within 60 days, subject to the Beneficial Ownership Limitation (as defined hereafter), upon the exercise of certain pre-funded warrants and common warrants (the "Warrants") held by the Reporting Persons. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and a holder may not exercise any Warrants, to the extent that after giving effect to such issuance after exercise, the aggregate number of shares of Common Stock then beneficially owned by the Reporting Persons would exceed 9.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation").
The figure in Item 11 is based upon (i) 2,218,055 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the conversion of the Warrants up to the Beneficial Ownership Limitation; and (ii) 63,279,843 shares of Common Stock outstanding as of October 23, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 82024L103 |
| 1 | Names of Reporting Persons
Prosight Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
600,310.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (i) 398,022 shares of Common Stock of the Issuer owned by Prosight Fund; and (ii) 202,288 shares of Common Stock that may be acquired by Prosight Fund within 60 days, subject to the Beneficial Ownership Limitation, upon the exercise of the Warrants held by the Prosight Fund.
The figure in Item 11 is based upon (i) 202,288 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the conversion of the Warrants up to the Beneficial Ownership Limitation; and (ii) 63,279,843 shares of Common Stock outstanding as of October 23, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 82024L103 |
| 1 | Names of Reporting Persons
Prosight Plus Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,127,182.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (i) 1,192,668 shares of Common Stock of the Issuer owned by Prosight Plus Fund; and (ii) 1,934,514 shares of Common Stock that may be acquired by Prosight Plus Fund within 60 days, subject to the Beneficial Ownership Limitation, upon the exercise of the Warrants held by the Prosight Plus Fund.
The figure in Item 11 is based upon (i) 1,934,514 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the conversion of the Warrants up to the Beneficial Ownership Limitation; and (ii) 63,279,843 shares of Common Stock outstanding as of October 23, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 82024L103 |
| 1 | Names of Reporting Persons
Prosight Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,543,240.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (i) 4,325,185 shares of Common Stock of the Issuer owned by the Reporting Persons; and (ii) 2,218,055 shares of Common Stock that may be acquired by the Reporting Persons within 60 days, subject to the Beneficial Ownership Limitation, upon the exercise of the Warrants held by the Reporting Persons.
The figure in Item 11 is based upon (i) 2,218,055 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the conversion of the Warrants up to the Beneficial Ownership Limitation; and (ii) 63,279,843 shares of Common Stock outstanding as of October 23, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| CUSIP No. | 82024L103 |
| 1 | Names of Reporting Persons
W. Lawrence Hawkins | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,543,240.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include (i) 4,325,185 shares of Common Stock of the Issuer owned by the Reporting Persons; and (ii) 2,218,055 shares of Common Stock that may be acquired by the Reporting Persons within 60 days, subject to the Beneficial Ownership Limitation, upon the exercise of the Warrants held by the Reporting Persons.
The figure in Item 11 is based upon (i) 2,218,055 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the conversion of the Warrants up to the Beneficial Ownership Limitation; and (ii) 63,279,843 shares of Common Stock outstanding as of October 23, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 6, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Shattuck Labs, Inc. | |
| (b) | Address of issuer's principal executive offices:
500 W. 5th Street, Suite 1200 Austin, TX, 78701 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is jointly filed by and on behalf of each of Prosight Management, LP, a Delaware limited partnership ("Prosight Management"), Prosight Fund, LP, a Delaware limited partnership ("Prosight Fund"), Prosight Plus Fund, LP, a Delaware limited partnership ("Prosight Plus Fund"), Prosight Partners, LLC, a Delaware limited liability company ("Prosight Partners"), and W. Lawrence Hawkins (collectively referred to herein as "Reporting Persons"). Prosight Management is the general partner and investment manager of, and may be deemed to indirectly beneficially own securities owned by, Prosight Fund and Prosight Plus Fund. Prosight Management is a sub-advisor for certain separate managed accounts (collectively, the "Managed Accounts") and may be deemed to indirectly beneficially own securities owned by the Managed Accounts. Prosight Partners is the general partner of, and may be deemed to beneficially own, securities beneficially owned by Prosight Management. Mr. Hawkins is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, Prosight Partners. Prosight Fund, Prosight Plus Fund, and the Managed Accounts are the record and direct beneficial owner of the shares of Common Stock of the Issuer covered by this statement. Prosight Fund disclaims beneficial ownership of the shares of Common Stock of the Issuer held by each of the Managed Accounts, and Prosight Plus Fund. Prosight Plus Fund disclaims beneficial ownership of the shares of Common Stock of the Issuer held by each of the Managed Accounts, and Prosight Fund.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act") or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Prosight Management, LP, 5956 Sherry Lane, Suite 1365, Dallas, Texas 75225. | |
| (c) | Citizenship:
See Item 4 on the cover page(s) hereto. | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
82024L103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on the cover pages hereto. | |
| (b) | Percent of class:
See Item 11 on the cover pages hereto. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1: Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on December 29, 2023, by the Reporting Persons with the SEC). |