sttk-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39593

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 of principal executive offices including zip code)

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	STTK	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.


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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 1, 2021, the registrant had 42,246,539 shares of common stock, $0.0001 par value per share, outstanding.

SHATTUCK LABS, INC.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Balance Sheets as of September 30, 2021 and December 31, 2020	1
	Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2021 and 2020	2
	Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 and 2020	3
	Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	5
	Notes to the Unaudited Interim Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II	OTHER INFORMATION	26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28

	Signatures	29

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans or intentions relating to products and markets, and business trends and other information referred to under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. Forward-looking statements are not historical facts and reflect our current views with respect to future events. Given the significant uncertainties, you should not place undue reliance on these forward-looking statements.

There are a number of risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in this Quarterly Report on Form 10-Q. Such risks, uncertainties and other factors include, among others, the following:

•the timing of the initiation, progress and expected results of our preclinical studies, our clinical trials and our research and development programs;

•our ability to retain the continued service of our key executives and to identify, hire and retain additional qualified professionals;

•our ability to advance product candidates into, and successfully complete, preclinical studies and clinical trials;

•the timing or likelihood of regulatory filings and approvals;

•the commercialization of our product candidates, if approved;

•our ability and the potential to successfully manufacture and supply our product candidates for clinical trials and for commercial use, if approved;

•the pricing, coverage and reimbursement of our product candidates, if approved;

•the implementation of our business model, strategic plans for our business and product candidates;

•the scope of protection we are able to establish and maintain for intellectual property rights covering our technology platforms, including our ARC® and GADLEN™ product candidates and other product candidates, including the defense of such intellectual property rights;

•our potential need to obtain additional licenses of third-party technology that may not be available to us or are available only on commercially unreasonable terms, and which may cause us to operate our business in a more costly or otherwise adverse manner that was not anticipated;

•our ability to enter into strategic arrangements and/or collaborations and to realize the potential benefits of such arrangements;

•our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;

•our estimates regarding the market opportunity for our product candidates, if approved;

•our estimates regarding expenses, capital requirements and needs for additional financing and our ability to obtain additional capital;

•our financial performance;

•developments relating to our competitors and our industry, including competing product candidates and therapies; and

•the ongoing COVID-19 pandemic and associated public health guidance measures.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements expressed or implied in this Quarterly Report on Form 10-Q, including factors disclosed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties.

We caution you that the risks, uncertainties and other factors referred to above and elsewhere in this Quarterly Report on Form 10-Q may not contain all of the risks, uncertainties and other factors that may affect our future results and operations. Moreover, new risks will emerge from time to time. It is not possible for our management to predict all risks. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected.

Any forward-looking statements contained in this Quarterly Report on Form 10-Q speak only as of the date hereof and not of any future date, and we expressly disclaim any intent to update any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SHATTUCK LABS, INC.

BALANCE SHEETS

(In thousands, except share and per share amounts)


	September 30, 2021		December 31, 2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	85,094	$	157,898
Short-term investments	205,121		177,551
Prepaid expenses and other current assets	11,429		10,190
Total current assets	301,644		345,639
Property and equipment, net	8,651		3,000
Other assets	273		349
Total assets	$	310,568	$	348,988

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,251	$	1,754
Accrued expenses	13,783		7,352
Deferred revenue	2,801		7,728
Total current liabilities	19,835		16,834
Deferred revenue, net of current portion	27,277		21,306
Deferred rent	2,290		987
Total liabilities	49,402		39,127
Commitments and contingencies (Note 5)
Stockholders’ equity:
Common stock, $0.0001 par value: 300,000,000 shares authorized; 42,241,981 shares issued and outstanding at September 30, 2021 and 41,779,183 shares issued and 41,767,431 shares outstanding at December 31, 2020	5		5
Additional paid-in capital	387,902		382,012
Accumulated other comprehensive loss	(1,827)		(63)
Accumulated deficit	(124,914)		(72,093)
Total stockholders’ equity	261,166		309,861
Total liabilities and stockholders’ equity	$	310,568	$	348,988

See accompanying notes to unaudited interim condensed financial statements

SHATTUCK LABS, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Collaboration revenue - related party	$	1,900	$	2,435	$	(61)	$	8,592
Operating expenses:
Research and development	15,137		11,804		40,356		27,696
General and administrative	4,343		2,470		14,098		5,816
Expense from operations	19,480		14,274		54,454		33,512
Loss from operations	(17,580)		(11,839)		(54,515)		(24,920)

Other income (expense):
Interest income	251		86		1,947		474
Other	(81)		(76)		(253)		(145)
Total other income	170		10		1,694		329
Net loss	$	(17,410)	$	(11,829)	$	(52,821)	$	(24,591)
Unrealized loss on short-term investments	(207)		(28)		(1,764)		(64)
Comprehensive loss	$	(17,617)	$	(11,857)	$	(54,585)	$	(24,655)

Net loss per share – basic and diluted	$	(0.41)	$	(1.54)	$	(1.26)	$	(3.21)
Weighted-average shares outstanding – basic and diluted	42,155,981		7,700,371		41,946,852		7,656,077

See accompanying notes to unaudited interim condensed financial statements

SHATTUCK LABS, INC.

STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

(In thousands, except share amounts)


	Nine Months Ended September 30, 2021
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2020	41,767,431	$	5	$	382,012	$	(63)	$	(72,093)	$	309,861
Exercise of stock options	13,543	—		31		—		—		31
Vesting of common stock previously subject to vesting requirements	5,037	—		—		—		—		—
Stock-based compensation expense	—	—		1,180		—		—		1,180
Unrealized loss on investments	—	—		—		(597)		—		(597)
Net loss	—	—		—		—		(11,813)		(11,813)
Balance at March 31, 2021	41,786,011	$	5	$	383,223	$	(660)	$	(83,906)	$	298,662
Exercise of stock options	324,342	—		1,256		—		—		1,256
Vesting of common stock previously subject to vesting requirements	5,037	—		—		—		—		—
Stock-based compensation expense	—	—		1,727		—		—		1,727
Unrealized loss on investments	—	—		—		(960)		—		(960)
Net loss	—	—		—		—		(23,598)		(23,598)
Balance at June 30, 2021	42,115,390	$	5	$	386,206	$	(1,620)	$	(107,504)	$	277,087
Exercise of stock options and ESPP purchases	124,913	—		352		—		—		352
Vesting of common stock previously subject to vesting requirements	1,678	—		—		—		—		—
Stock-based compensation expense	—	—		1,344		—		—		1,344
Unrealized loss on investments	—	—		—		(207)		—		(207)
Net loss	—	—		—		—		(17,410)		(17,410)
Balance at September 30, 2021	42,241,981	$	5	$	387,902	$	(1,827)	$	(124,914)	$	261,166

See accompanying notes to unaudited interim condensed financial statements

SHATTUCK LABS, INC.

STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Continued)

(Unaudited)

(In thousands, except share amounts)


	Nine Months Ended September 30, 2020
	Series A Redeemable Convertible Preferred Stock			Series B Redeemable Convertible Preferred Stock			Series B-1 Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit		Total Stockholders’ Deficit
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2019	1,093,019	$	49,064	—	$	—	—	$	—	7,600,877	$	1	$	887	$	54	$	(35,490)	$	(34,548)
Sale of Series B redeemable convertible preferred stock, net of issuance costs	—	—		550,571	34,427		—	—		—	—		—		—		—		—
Exercise of stock options	—	—		—	—		—	—		28,113	—		—		—		—		—
Vesting of common stock previously subject to vesting requirements	—	—		—	—		—	—		5,037	—		—		—		—		—
Stock-based compensation expense	—	—		—	—		—	—		—	—		180		—		—		180
Unrealized gain on investments	—	—		—	—		—	—		—	—		—		61		—		61
Net loss	—	—		—	—		—	—		—	—		—		—		(6,554)		(6,554)
Balance at March 31, 2020	1,093,019	$	49,064	550,571	$	34,427	—	$	—	7,634,027	$	1	$	1,067	$	115	$	(42,044)	$	(40,861)
Sale of Series B redeemable convertible preferred stock, net of issuance costs	—	—					—	—		—	—		—		—		—		—
Sale of Series B-1 redeemable convertible preferred stock, net of issuance costs	—	—		—	—		1,319,964	82,618		—	—		—		—		—		—
Exercise of stock options	—	—		—	—		—	—		20,131	—		—		—		—		—
Vesting of common stock previously subject to vesting requirements	—	—		—	—		—	—		5,037	—		—		—		—		—
Stock-based compensation expense	—	—		—	—		—	—		—	—		137		—		—		137
Unrealized loss on investments	—	—		—	—		—	—		—	—		—		(97)		—		(97)
Net loss	—	—		—	—		—	—		—	—		—		—		(6,208)		(6,208)
Balance at June 30, 2020	1,093,019	$	49,064	550,571	$	34,427	1,319,964	$	82,618	7,659,195	$	1	$	1,204	$	18	$	(48,252)	$	(47,029)
Series B-1 additional issuance costs	—	—		—	—		—	(5)		—	—		—		—		—		—
Exercise of stock options	—	—		—	—		—	—		115,048	—		214		—		—		214
Vesting of common stock previously subject to vesting requirements	—	—		—	—		—	—		5,037	—		—		—		—		—
Stock-based compensation expense	—	—		—	—		—	—		—	—		312		—		—		312
Unrealized loss on investments	—	—		—	—		—	—		—	—		—		(28)		—		(28)
Net loss	—	—		—	—		—	—		—	—		—		—		(11,829)		(11,829)
Balance at September 30, 2020	1,093,019	$	49,064	550,571	$	34,427	1,319,964	$	82,613	7,779,280	$	1	$	1,730	$	(10)	$	(60,081)	$	(58,360)

See accompanying notes to unaudited interim condensed financial statements

SHATTUCK LABS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Net loss	$	(52,821)	$	(24,591)
Adjustments to reconcile net loss to net cash used in operations:
Stock-based compensation	4,251		629
Depreciation	937		448
Accretion (amortization) of short-term investments	774		(22)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,239)		(2,214)
Other assets	75		(33)
Accounts payable	846		(1,701)
Accrued expenses	6,431		1,985
Deferred revenue - related party	1,044		5,870
Deferred rent	1,303		13
Net cash used in operating activities	(38,399)		(19,616)

Cash flows from investing activities:
Purchase of property and equipment	(5,936)		(526)
Sale and maturities of short-term investments	134,975		31,270
Purchases of short-term investments	(165,083)		(5,578)
Net cash (used in) provided by investing activities	(36,044)		25,166

Cash flows from financing activities:
Exercise of stock options and ESPP purchases	1,639		214
Payments for public offering costs	—		(1,251)
Proceeds from the sale of Series B redeemable convertible preferred stock, net of issuance costs	—		34,461
Proceeds from the sale of Series B-1 redeemable convertible preferred stock, net of issuance costs	—		82,613
Net cash provided by financing activities	1,639		116,037
Net increase (decrease) in cash and cash equivalents	(72,804)		121,587
Cash and cash equivalents, beginning of period	157,898		7,013
Cash and cash equivalents, end of period	$	85,094	$	128,600

SEC Form 10-Q filed by Shattuck Labs, Inc.