Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Director Resignation

On October 22, 2021, Josiah Hornblower notified the board of directors (the "Board") of Shattuck Labs, Inc. (the "Company") of his intent to resign as a director and Chairman of the Board, effective as of such date. Mr. Hornblower's decision was not the result of any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Board appointed independent director George Golumbeski to replace Mr. Hornblower as Chairman of the Board.

Director Appointment

On October 22, 2021, the Board appointed Dr. Carrie Brownstein as a member of the Board, effective immediately. Dr. Brownstein will serve as a Class I director until the Company's 2024 Annual Meeting of Stockholders or until her successor is duly elected and qualified. Dr. Brownstein was also appointed as a member of the Nominating and Corporate Governance Committee of the Board.

Since April 2020, Dr. Brownstein, age 51, has served as Chief Medical Officer of Cellectis S.A. (Nasdaq: CLLS), a biotechnology company with a foundation in gene editing that is focused on developing novel cellular therapies for cancer and rare diseases, and she currently sits on its executive committee. Dr. Brownstein's career in the pharmaceutical industry includes over 15 years developing novel therapeutics for the treatment of cancer and rare diseases. She has held roles of increasing responsibility at prominent bio-pharmaceutical companies, including F. Hoffmann-La Roche Ltd (OTCMKTS: RHHBY), Genentech, Inc., Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN), and Celgene Corporation. From August 2012 to March 2017, Dr. Brownstein served as Executive Director of Clinical Sciences Oncology at Regeneron, a biotechnology company, where she led first in human trials and development plans for multiple antibody therapies including REGN1979, the first bispecific antibody to enter the clinic. From March 2017 to November 2019, she served as Executive Director of Strategic Lead Myeloid Diseases, and subsequently, Vice President and Therapeutic Area Head for Myeloid Diseases at Celgene, an oncology- and immunology-focused pharmaceutical company, where she led multiple teams to successfully gain approval and launched multiple novel therapeutic agents including luspatercept (Reblozyl), fedratinib (Inrebic), enasidenib (Idihfa) and CC-486 (Onureg). In November 2019, Celgene was acquired by Bristol-Myers Squibb Company (NYSE: BMY), and Dr. Brownstein continued to serve as Vice President and Therapeutic Area Head for Myeloid Diseases through April 2020.

Dr. Brownstein received her A.B. from the University of Michigan and her M.D. from Tufts University School of Medicine. She completed her internship and residency in Pediatrics at Babies and Children's Hospital of Columbia University Medical Center, and subsequently, completed sub-specialty training in Pediatric Hematology and Oncology at Memorial Sloan Kettering Cancer Center. Dr. Brownstein has been board certified by the American Board of Pediatrics in Pediatrics and Pediatric Hematology and Oncology and maintains certification in Pediatric Hematology and Oncology.

Dr. Brownstein will be entitled to receive compensation in accordance with the Company's non-employee director compensation policy, which is described in the Company's Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2021. Dr. Brownstein will enter into the Company's standard form of indemnification agreement, which was previously filed by the Company as Exhibit 10.1 to the Company's Form S-1/A filed on October 5, 2020.

There are no arrangements or understandings between Dr. Brownstein and any other persons pursuant to which she was elected as a director of the Company. There are no family relationships between Dr. Brownstein and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company's press release announcing the foregoing leadership changes is attached hereto as Exhibit 99.1.





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Item 9.01 Financial Statements and Exhibits.




Exhibits



Exhibit
Number       Description of Exhibit

99.1           Press release issued by Shattuck Labs, Inc. dated October 28, 2021.


104          The cover page from the Company's Current Report on Form 8-K formatted
             in Inline XBRL.




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