SecProbe.io

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 Shattuck Labs, Inc.
 500 W. 5th Street, Suite 1200
 Austin, TX 78701 September 24, 2025
 VIA EDGAR Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Shattuck Labs, Inc.
 Registration Statement on Form S-3 (File
 No. 333-290355) To Whom it May Concern:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Shattuck Labs, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 26, 2025, at 4:00 p.m., Eastern Time, or as
soon thereafter as practicable, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company
acknowledges that it is aware of its obligations under the Act. Once the Registration Statement is effective, please orally confirm the
event with our counsel, Gibson, Dunn & Crutcher LLP, by calling Melanie Neary at (415) 393-8243.

 Very truly yours,

 Shattuck Labs, Inc.

 By:

 /s/ Andrew R. Neill

 Name: Andrew R. Neill

 Title: Chief Financial Officer

 cc:
 Ryan A. Murr, Gibson, Dunn & Crutcher LLP
 Branden C. Berns, Gibson, Dunn & Crutcher LLP
 Melanie Neary, Gibson, Dunn & Crutcher LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 24, 2025

Taylor Schreiber
Chief Executive Officer
Shattuck Labs, Inc.
500 W. 5th Street, Suite 1200
Austin, TX 78701

 Re: Shattuck Labs, Inc.
 Registration Statement on Form S-3
 Filed September 18, 2025
 File No. 333-290355
Dear Taylor Schreiber:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Melanie E. Neary
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 30, 2024
Dr. Taylor Schreiber
Chief Executive Officer
Shattuck Labs, Inc.
500 W. 5th Street, Suite 1200
Austin, TX 78701
Re:Shattuck Labs, Inc.
Registration Statement on Form S-3
Filed January 24, 2024
File No. 333-276677
Dear Dr. Taylor Schreiber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Melanie Neary, Esq.

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 Shattuck Labs, Inc.

500 W. 5th Street, Suite 1200

Austin, TX 78701

 January 30, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Shattuck Labs, Inc.

Registration Statement on Form S-3 (File
No. 333-276677)

 To Whom it May Concern:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Shattuck Labs, Inc. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to February 1, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our
outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its obligations
under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn &
Crutcher LLP by calling Melanie Neary at (415) 393-8243.

Very truly yours,

Shattuck Labs, Inc.

By:

 /s/ Andrew R. Neill

Name: Andrew R. Neill

Title: Chief Financial Officer

cc:
 Ryan A. Murr, Gibson, Dunn & Crutcher LLP

Branden C. Berns, Gibson, Dunn & Crutcher LLP

Melanie Neary, Gibson, Dunn & Crutcher LLP

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 July 28, 2022

 VIA
EDGAR AND EMAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Tyler Howes

Re:
 Shattuck Labs, Inc.

 Registration Statement on Form S-3 (File No. 333-263553)

 Dear Mr. Howes:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Shattuck Labs, Inc. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 29, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our
outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its obligations
under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP by
calling Branden C. Berns at (415) 393-4631.

Sincerely,

SHATTUCK LABS, INC.

 /s/ Dr. Taylor Schreiber

Dr. Taylor Schreiber

Chief Executive Officer

cc:
 Ryan A. Murr, Gibson, Dunn & Crutcher LLP

 Branden C. Berns, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
March 21, 2022
Taylor Schreiber, M.D., Ph.D.
Chief Executive Officer
Shattuck Labs, Inc.
500 W. 5th Street, Suite 1200
Austin, TX 78701
Re:Shattuck Labs, Inc.
Registration Statement on Form S-3
Filed March 15, 2022
File No. 333-263553
Dear Dr. Schreiber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ryan A. Murr, Esq.

United States securities and exchange commission logo
October 6, 2020
Taylor Schreiber, M.D., Ph.D.
Chief Executive Officer
Shattuck Labs, Inc.
1018 W. 11th Street, Suite 100
Austin, TX 78703
Re:Shattuck Labs, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 5, 2020
File No. 333-248918
Dear Dr. Schreiber:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed October 5, 2020
Intellectual property rights of third parties could adversely affect our ability to develop or
commercialize our product candidates, page 50
1.We note your disclosure regarding the recently allowed patent application referred to in
this risk factor that "may impact [y]our competitive position with respect to SL-
172154." Please revise to provide additional information so that investors can adequately
evaluate this risk. Please also revise your risk factor to clarify, if true, that if you would be
required to obtain a license in order to commercialize your product candidate, you may
not be able to obtain such license on commercially reasonable terms or at all.

 FirstName LastNameTaylor Schreiber, M.D., Ph.D.
 Comapany NameShattuck Labs, Inc.
 October 6, 2020 Page 2
 FirstName LastName
Taylor Schreiber, M.D., Ph.D.
Shattuck Labs, Inc.
October 6, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Branden C. Berns, Esq.

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 October 7, 2020

CONFIDENTIAL SUBMISSION VIA EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Alan Campbell and Tim Buchmiller

Re:
 Shattuck Labs, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed October 5, 2020

 File No. 333-248918

 Ladies and Gentlemen:

On behalf of Shattuck Labs, Inc. (the “Company”), this letter responds to the comment of the staff of the Securities and
Exchange Commission Division of Corporation Finance (the “Staff”) contained in your letter, dated October 6, 2020 (the “Comment Letter”), regarding the above-referenced Amendment No. 1 to Registration
Statement on Form S-1 (the “Registration Statement”) filed on October 5, 2020. The Staff’s comment is set forth below, followed by the Company’s response. The page reference in
our response corresponds to the page numbers of Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment”), which is being filed today.

Intellectual property rights of third parties could adversely affect our ability to develop or commercialize our product candidates, page 50

1.
 We note your disclosure regarding the recently allowed patent application referred to in this risk factor
that “may impact [y]our competitive position with respect to SL-172154.” Please revise to provide additional information so that investors can adequately evaluate this risk. Please also revise your
risk factor to clarify, if true, that if you would be required to obtain a license in order to commercialize your product candidate, you may not be able to obtain such license on commercially reasonable terms or at all.

In response to the Staff’s comment regarding the providing of additional information, the Company has revised its disclosure on page 51
of the Amendment. In response to the Staff’s comment regarding the potential risk of obtaining a license on commercially reasonable terms or at all, the Company respectfully advises that it believes the disclosure currently contained in the
Registration Statement on page 52 is appropriate and sufficient.

 U.S. Securities and Exchange Commission

October 7, 2020

 If you have any questions regarding the Amendment or the response set forth above, please do
not hesitate to call me at (415) 393-8373.

Sincerely,

/s/ Ryan A. Murr

Ryan A. Murr

cc:
 Taylor Schreiber, Shattuck Labs, Inc.

Erin Ator Thomson, Shattuck Labs, Inc.

Branden C. Berns, Gibson, Dunn & Crutcher LLP

B. Shayne Kennedy, Latham & Watkins LLP

Nathan Ajiashvili, Latham & Watkins LLP

 2

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CORRESP

 October 6, 2020

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Alan Campbell

 Tim Buchmiller

Re:
 Shattuck Labs, Inc.

Registration Statement on Form S-1, as amended (File
No. 333-248918)

 Request for Acceleration of Effective Date

Dear Mr. Campbell and Mr. Buchmiller:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
underwriters, hereby join in the request of Shattuck Labs, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 P.M., Eastern Time, on
October 8, 2020, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as the representatives of the several underwriters, wish to advise you that between
October 5, 2020 through the date hereof approximately 709 copies of the Company’s Preliminary Prospectus dated October 5, 2020 were distributed to prospective underwriters, dealers, institutional investors and others.

We, the undersigned, as the representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

 COWEN AND
COMPANY, LLC

 EVERCORE GROUP L.L.C.

As representatives of the several underwriters

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Bradley Wolff

Name:

Bradley Wolff

Title:

Managing Director

Head of West Coast Life Sciences

COWEN AND COMPANY, LLC

By:

 /s/ Bill Follis

Name:

Bill Follis

Title:

Managing Director

EVERCORE GROUP L.L.C.

By:

 /s/ John Honts

Name:

John Honts

Title:

Senior Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
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CORRESP

 October 6, 2020

 VIA
EDGAR AND EMAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Alan Campbell

 Tim Buchmiller

Re:
 Shattuck Labs, Inc.

Registration Statement on Form S-1 (File
No. 333-248918)

 Dear Mr. Campbell and Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Shattuck Labs, Inc. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to October 8, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or
our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its
obligations under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn &
Crutcher LLP by calling Branden C. Berns at (415) 393-4631.

 Sincerely,

SHATTUCK LABS, INC.

 /s/ Dr. Taylor Schreiber

 Dr. Taylor Schreiber

 Chief Executive Officer

cc:
 Ryan A. Murr, Gibson, Dunn & Crutcher LLP

Branden C. Berns, Gibson, Dunn & Crutcher LLP

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 October 5, 2020

CONFIDENTIAL SUBMISSION VIA EDGAR

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Alan Campbell and Tim Buchmiller

Re:
 Shattuck Labs, Inc.

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Submitted September 10, 2020

 CIK No. 0001680367

 and

 Shattuck Labs, Inc.

 Registration Statement on Form S-1

 Filed September 18, 2020

 File No. 333-248918

Ladies and Gentlemen:

 On behalf of Shattuck
Labs, Inc. (the “Company”), this letter responds to the comments of the staff of the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) contained in your letter, dated
September 18, 2020 (the “September Comment Letter”) regarding the above-referenced Amendment No. 1 to Draft Registration Statement on Form S-1, confidentially submitted on
September 10, 2020, and in your letter, dated October 1, 2020 (the “October Comment Letter”), regarding the above-referenced Registration Statement on Form S-1, filed on
September 18, 2020. The Staff’s comments are set forth below, followed by the Company’s responses. The page references in our responses correspond to the page numbers of Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”), which is being filed today.

 Amendment No. 1 to Draft Registration
Statement on Form S-1

 Clinical Development Strategy, page 116

1.
 We note your disclosure that you believe that ovarian cancer represents a “first-in-class opportunity in an indication that lacks effective treatment options.” Please remove the term
“first-in-class” and any other disclosure that states or implies that your product candidates will be the first approved treatments for an indication.

 In response to the Staff’s comment, the Company has revised its disclosure on page 117 of the Amendment to
remove the term “first-in-class.”

 U.S. Securities and Exchange Commission

October 5, 2020

 Registration Statement on Form S-1

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

 Estimating the Fair Value
of Common Stock, page 97

1.
 Please expand your discussion of stock-based compensation to include relevant information provided in your
response letter dated September 25, 2020, particularly the methods and key assumptions used to determine your valuations in July and August 2020 and those factors that caused these fair values to increase from $31.98 per share to $53.50 per
share, as well as the subsequent factors that led to the increase in value inherent in the estimated offering range. In addition, expand Note 10 on page F-40 to provide information for stock options granted
after June 30, 2020, consistent with your disclosure in Note 7 beginning on F-37 supporting stock options previously granted in 2020.

In response to the Staff’s comments, the Company has revised its disclosure on pages 97 to 98 and F-41 to F-42 of the Amendment to add
the requested disclosure.

 Furthermore, consistent with our prior discussion with the Staff, we advise that the fair value of the
Company’s common stock as of August 31, 2020 of $53.50 per share that was determined by an independent third-party valuation (the “Third-Party Valuation”) and disclosed in the Company’s supplemental letter in response
to comments from the Staff dated as of September 25, 2020 was reported in error and the actual fair value of the Company’s common stock as of August 31, 2020 contained in the Third-Party Valuation was $47.46 per share.

If you have any questions regarding the Amendment or the responses set forth above, please do not hesitate to call me at (415) 393-8373.

Sincerely,

/s/ Ryan A. Murr

Ryan A. Murr

cc:
 Taylor Schreiber, Shattuck Labs, Inc.

Erin Ator Thomson, Shattuck Labs, Inc.

Branden C. Berns, Gibson, Dunn & Crutcher LLP

B. Shayne Kennedy, Latham & Watkins LLP

Nathan Ajiashvili, Latham & Watkins LLP

 2

United States securities and exchange commission logo
October 1, 2020
Taylor Schreiber, M.D., Ph.D.
Chief Executive Officer
Shattuck Labs, Inc.
1018 W. 11th Street, Suite 100
Austin, TX 78703
Re:Shattuck Labs, Inc.
Registration Statement on Form S-1
Filed September 18, 2020
File No. 333-248918
Dear Dr. Schreiber:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Draft Registration Statement on Form S-1 submitted September 10, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Estimating the Fair Value of Common Stock, page 97
1.Please expand your discussion of stock-based compensation to include relevant
information provided in your response letter dated September 25, 2020, particularly the
methods and key assumptions used to determine your valuations in July and August 2020
and those factors that caused these fair values to increase from $31.98 per share to $53.50
per share, as well as the subsequent factors that led to the increase in value inherent in the
estimated offering range. In addition, expand Note 10 on page F-40 to provide information
for stock options granted after June 30, 2020, consistent with your disclosure in Note 7
beginning on F-37 supporting stock options previously granted in 2020.

 FirstName LastNameTaylor Schreiber, M.D., Ph.D.
 Comapany NameShattuck Labs, Inc.
 October 1, 2020 Page 2
 FirstName LastName
Taylor Schreiber, M.D., Ph.D.
Shattuck Labs, Inc.
October 1, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Branden C. Berns, Esq.

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 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND PROVIDED

SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL

TREATMENT HAS BEEN REQUESTED BY SHATTUCK LABS, INC. WITH RESPECT TO THE

OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS

FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK [***].

September 25, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

 CONFIDENTIAL

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Franklin Wyman

Kevin Vaughn

 Alan Campbell

Tim Buchmiller

Re:
 Shattuck Labs, Inc.

Registration Statement on Form S-1

File No. 333-248918

Ladies and Gentlemen:

 On behalf of Shattuck
Labs, Inc. (the “Company”), we submit this supplemental letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by
letter dated September 3, 2020 (the “Initial Comment Letter”) relating to the Company’s Registration Statement on Form S-1, originally confidentially submitted to the Commission on
August 7, 2020, resubmitted to the Commission on September 10, 2020, and filed with the Commission on September 18, 2020 (the “Registration Statement”). This supplemental letter addresses comment 8 of the Initial
Comment Letter.

 Because of the commercially sensitive nature of certain information contained herein, this supplemental letter is
accompanied by the Company’s request for confidential treatment for selected portions of this supplemental letter. The Company has filed separate correspondence with the Office of Freedom of Information and Privacy Act Operations in connection
with its confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. §200.83. For the Staff’s reference, we have enclosed a copy of the Company’s correspondence to the
Office of Freedom of Information and Privacy Act Operations, as well as an unredacted copy of this supplemental letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential
treatment.

 U.S. Securities and Exchange Commission

September 25, 2020

 CONFIDENTIAL TREATMENT
REQUESTED BY SHATTUCK LABS, INC.

 For the convenience of the Staff, we have recited the prior comment from the Initial Comment
Letter in italicized type and have followed the comment with the Company’s response.

8.
 Once you have an estimated offering price range, please explain to us the reasons for any differences
between recent valuations of your common shares leading up to the planned offering and the midpoint of your estimated offering price range. This information will help facilitate our review of your accounting for equity issuances, including stock
compensation.

 The Company submits the below additional information to assist the Staff in its review of the
Company’s position with respect to its determination of the fair value of the shares of its common stock underlying its outstanding equity awards and the reasons for the difference between the most recent valuation of its common stock and the
estimated offering price for its initial public offering (“IPO”).

 Preliminary IPO Price Range

The Company advises the Staff that it preliminarily estimates a price range of approximately $[***] to $[***] per share (the “Price
Range”) for its IPO. The Price Range does not reflect the impact of a stock split of its common stock, which stock split the Company anticipates will be effected prior to the effectiveness of the Registration Statement. The Price Range does
not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO, with no weighting attributed to any other outcome for the Company’s business, such as remaining as a privately held company or
being sold in a change of control transaction.

 As is typical in IPOs, the Price Range was not derived using a formal determination of
fair value, but was determined through discussions among the board of directors of the Company (the “Board”), senior management of the Company and representatives of the underwriters. Among the factors that were considered in
estimating the Price Range were the following:

•

 the Company’s financial position and prospects;

•

 an analysis of the typical valuation ranges seen in recent IPOs for comparable companies in the Company’s
industry;

 2

 U.S. Securities and Exchange Commission

September 25, 2020

 CONFIDENTIAL TREATMENT
REQUESTED BY SHATTUCK LABS, INC.

•

 the general conditions of the securities market and the recent market prices of, and the demand for, publicly
traded common stock of comparable companies;

•

 feedback from potential investors following “testing the waters” meetings; and

•

 the recent performance of IPOs of companies in the industry in which the Company operates.

The actual bona fide price range to be included in the Registration Statement has not yet been determined and remains subject to
adjustment based on further discussions between the Company and the lead underwriters, developments in the Company’s business, market conditions and other factors that are outside of the Company’s control. However, the Company believes
that the actual bona fide price range will be within the Price Range. In addition, the actual bona fide price range to be included in the Registration Statement will be reflected in an amendment to the Registration Statement that will
be filed before the commencement of the road show and will comply with the Staff’s interpretations regarding the permissible parameters of a bona fide price range.

Determining the Fair Value of Common Stock Prior to the IPO

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been
determined by the Board as of the date of each option grant, with input from the Company’s management, considering the Company’s most recent third-party valuations of its common stock and the Board’s assessment of additional objective
and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant, as disclosed on page 97 of the Registration Statement.

The Company’s most recent third-party valuations of its common stock were prepared as of May 15, 2018, May 31, 2019,
June 12, 2020, July 31, 2020 and August 31, 2020. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide,
Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

 3

 U.S. Securities and Exchange Commission

September 25, 2020

 CONFIDENTIAL TREATMENT
REQUESTED BY SHATTUCK LABS, INC.

 May 2018 Valuation

An independent third-party valuation of the Company determined that the fair value of the Company’s common stock as of May 15, 2018
(the “May 2018 Valuation”) was $20.15 per share. The fair value of the Company’s common stock was estimated using a precedent transaction approach and option-pricing method (“OPM”). This approach was determined
to be the most appropriate method because the Company had recently completed a private offering of its Series A redeemable convertible preferred stock in April 2018 (the “Series A Financing”). The total equity value of the Company
implied by the Series A Financing was back-solved assuming an early stage exit scenario and late state exit scenario. The implied probability weighted total equity value was calculated to be $[***]. The OPM was used to allocate value to each class
of the Company’s shares. The marketable value per share of the Company’s common stock was determined to be $[***]. To account for the lack of access to an active public market, a discount for lack of marketability (“DLOM”)
of [***]% was applied to the marketable value to arrive at the resulting fair value of $20.15 per share of the Company’s common stock as of May 15, 2018.

On March 6, 2019 and May 14, 2019, the Company granted options to purchase a total of 10,750 shares of the Company’s common
stock at an exercise price of $20.15 per share. The Board determined on each applicable grant date that any internal or external developments during the period from the May 2018 Valuation to May 14, 2019 did not warrant a change in the
estimated fair value of the Company’s common stock when determining the exercise price of the options. As a result, the Board determined that an exercise price of $20.15 per share with respect to each grant made on March 6, 2019 and
May 14, 2019 was appropriate.

 May 2019 Valuation

An independent third-party valuation of the Company determined that the fair value of the Company’s common stock as of May 30, 2019
(the “May 2019 Valuation”) was $21.69 per share. The fair value of the Company’s common stock was estimated using a probability weighted return method (“PWERM”). The income-based approach was not selected in
the valuation as the Company was pre-revenue and an analysis based on discounted cash flows would have been speculative. The PWERM involves estimating the value of the Company based upon the weighted-average
present values of future enterprise values assuming various potential future outcomes. Such future outcomes include an initial public offering, a merger or sale, a dissolution, or continued operation. The per share value of the Company’s common
stock determined using the PWERM is based upon the probability weighted per share values resulting from the weighting of such future outcomes. This approach was determined to be the most appropriate method because it takes into account future
economic outcomes in the determination of present value. A valuation of each probability-weighted future outcome was made based on the expectations of the Company’s management of potential exit events, taking into account the Company’s
assessment of its development pipeline and market conditions at that time. The future common equity values under the potential future outcomes were allocated to each class of the Company’s shares and then discounted to present value using a
[***]% discount rate, which was based on venture capital rates of return, to calculate a probability weighted total common equity value of $[***], which corresponded to the resulting fair value of $21.69 per share of the Company’s common stock
as of May 31, 2019. A DLOM was not applied because the venture capital rates of return used to select the discount rate were inclusive of a DLOM.

 4

 U.S. Securities and Exchange Commission

September 25, 2020

 CONFIDENTIAL TREATMENT
REQUESTED BY SHATTUCK LABS, INC.

 On September 18, 2019, December 4, 2019, December 11, 2019 and January 2,
2020, the Company granted options to purchase a total of 91,416 shares of common stock at an exercise price of $21.69 per share. The Board determined on each applicable grant date that any internal or external developments during the period from the
May 2019 Valuation to January 2, 2020 did not warrant a change in the estimated fair value of the Company’s common stock when determining the exercise price of the options. As a result, the Board determined that an exercise price of $21.69
per share with respect to each grant made on September 18, 2019, December 4, 2019, December 11, 2019 and January 2, 2020 was appropriate.

June 2020 Valuation

 An
independent third-party valuation of the Company determined that the fair value of the Company’s common stock as of June 12, 2020 (the “June 2020 Valuation”) was $26.72 per share. The fair value of the Company’s
common stock was estimated using a precedent transaction approach and the PWERM. This approach was determined to be the most appropriate method because the Company had recently completed a private offering of its Series B -1 redeemable convertible preferred stock in June 2020 (the “Series B-1 Financing”). Using a back-solve approach taking into account the total equity value of
the Company implied by the Series B-1 Financing, an implied equity value of the Company’s common stock was calculated and then discounted to present value using a [***] discount rate, which was based on
the venture capital rates of return. The probability weighted total common equity value was calculated to be $[***], which corresponded to the resulting fair value of $26.72 per share of the Company’s common stock as of June 12, 2020. A
DLOM was not applied because the venture capital rates of return used to select the discount rate were inclusive of a DLOM.

 July 2020 Valuation

 An independent third-party valuation of the Company determined that the fair value of the Company’s common stock as of
July 31, 2020 (the “July 2020 Valuation”) was $31.98 per share. The Company’s equity was valued using the PWERM. Similar to the approach in the May 2019 Valuation, this approach was determined to be the most appropriate
method. A valuation of each probability-weighted potential future outcome was made, taking into account the Company’s recent developments in opening two SL-172154 Phase 1 clinical studies and enrolling a SL-279252 Phase 1 clinical study. The future common equity values under the potential future outcomes were allocated to each class of the Company’s shares and then discounted to present value using a [***]%
discount rate, which was based on venture capital rates of return, to calculate a probability weighted total common equity value of $[***], which corresponded to the resulting fair value of $31.98 per share of the Company’s common stock as of
July 31, 2020. A DLOM was not applied because the venture capital rates of return used to select the discount rate were inclusive of a DLOM.

 5

 U.S. Securities and Exchange Commission

September 25, 2020

 CONFIDENTIAL TREATMENT
REQUESTED BY SHATTUCK LABS, INC.

 On August 6, 2010 and August 10, 2020, the Company granted options to purchase a
total of 130,700 shares of common stock at an exercise price of $31.98 per share. The Board determined on each applicable grant date that any internal or external developments during the period from the July 2020 Valuation to August 10, 2020
did not warrant a change in the estimated fair value of the Company’s common stock when determining the exercise price of the options. As a result, the Board determined that an exercise price of $31.98 per share with respect to each grant made
on August 6, 2010 and August 10, 2020 was appropriate.

 August 2020 Valuation

An independent third-party valuation of the Company determined that the fair value of the Company’s common stock as of August 31,
2020 (the “August 2020 Valuation”) was $53.50 per share. The Company’s equity was valued using the PWERM. Similar to the approach in the May 2019 Valuation and the July 2020 Valuation, this approach was determined to be the
most appropriate method. The future common equity values under the future potential outcomes were determined and allocated to each class of the Company’s shares and then discounted to present value using a [***]% discount rate, which was based
on venture capital rates of return, to calculate a probability weighted total common equity value of $[***], which corresponded to the resulting fair value of $53.50 per share of the Company’s common stock as of August 31, 2020. A DLOM was
not applied because the venture capital rates of return used to select the discount rate were inclusive of a DLOM.

 Difference between Recent
Valuations Leading up to the IPO and Estimated Offering Price

 The Company believes that the difference between the fair value of
its common stock as of August 31, 2020 of $53.50 per share and the midpoint of the Price Range provided above of approximately $[***] per share of its common stock is the result of the following

United States securities and exchange commission logo
September 18, 2020
Taylor Schreiber, M.D., Ph.D.
Chief Executive Officer
Shattuck Labs, Inc.
1018 W. 11th Street, Suite 100
Austin, TX 78703
Re:Shattuck Labs, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 10, 2020
CIK 0001680367
Dear Dr. Schreiber:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted September 10, 2020
Clinical Development Strategy, page 116
1.We note your disclosure that you believe that ovarian cancer represents a "first-in-
class opportunity in an indication that lacks effective treatment options." Please remove
the term "first-in-class" and any other disclosure that states or implies that your product
candidates will be the first approved treatments for an indication.

 FirstName LastNameTaylor Schreiber, M.D., Ph.D.
 Comapany NameShattuck Labs, Inc.
 September 18, 2020 Page 2
 FirstName LastName
Taylor Schreiber, M.D., Ph.D.
Shattuck Labs, Inc.
September 18, 2020
Page 2
            You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Branden C. Berns, Esq.

United States securities and exchange commission logo
September 3, 2020
Taylor Schreiber
Chief Executive Officer
Shattuck Labs, Inc.
1018 W. 11th Street, Suite 100
Austin, TX 78703
Re:Shattuck Labs, Inc.
Draft Registration Statement on Form S-1
Submitted August 7, 2020
CIK 0001680367
Dear Dr. Schreiber:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 7, 2020
Prospectus Summary
Overview, page 1
1.We note your statements here and throughout your document that your product candidates
are designed or have the potential to be "best-in-class." This term suggests that
your product candidates are effective and likely to be approved, particularly given your
claims regarding your pioneering the development of dual-sided fusion proteins. Please
delete these references throughout your document. If your use of the term was designed to
convey your belief that your product candidates are based on a differentiated technology
or approach, you may further discuss how your technology or approach differs from those
of your competitors.

 FirstName LastNameTaylor Schreiber
 Comapany NameShattuck Labs, Inc.
 September 3, 2020 Page 2
 FirstName LastNameTaylor Schreiber
Shattuck Labs, Inc.
September 3, 2020
Page 2
2.Please balance your discussion of the key advantages of your product candidates with an
equally prominent discussion of any detriments. In particular, we note your disclosure
elsewhere in your document that your dual-sided fusion protein product candidates have
not been tested before in humans and may have properties that negatively impact
safety and efficacy, and that previous attempts to simultaneously complement the
administration of checkpoint inhibitors with the stimulation of costimulatory receptors
have not been successful in clinical trials.
3.We note your use of the terms "unmet medical need" and "significant unmet clinical need"
here and elsewhere in the document. Such terms might imply that your product
candidates are eligible for fast track designation or priority review granted by the FDA for
products that treat certain serious unmet medical needs. Please remove your use of these
terms throughout or otherwise please explain why you believe use of these terms are
appropriate.
Our Pipeline, page 4
4.Your disclosure here indicates that you have initiated a Phase 1 clinical trial of SL-172154
for CSCC and HNSCC. However, your disclosure elsewhere in the prospectus (including
pages 103 and 116) indicates that the Phase 1 trial has not yet commenced. Please revise
your disclosure to indicate the current status of this trial, including any necessary
update to the progress bar in the pipeline chart.
5.We note that none of the programs disclosed in your table on page 5 are discussed in the
body of the prospectus. As such, it appears that it may be premature to include these
programs in your prospectus summary. Please revise or provide us your analysis as to why
these programs are sufficiently material to highlight in your prospectus summary.
Risks Associated with Our Business, page 6
6.We note your disclosure on page 15 that you have actually experienced delays in your
clinical trial of SL-279252 as a result of the ongoing pandemic. If the pandemic has
actually impacted your clinical trials in a material way, please update your disclosure in
this section as appropriate.
Implications of Being an Emerging Growth Company, page 7
7.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameTaylor Schreiber
 Comapany NameShattuck Labs, Inc.
 September 3, 2020 Page 3
 FirstName LastNameTaylor Schreiber
Shattuck Labs, Inc.
September 3, 2020
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Estimating the Fair Value of Common Stock, page 97
8.Once you have an estimated offering price range, please explain to us the reasons for any
differences between recent valuations of your common shares leading up to the planned
offering and the midpoint of your estimated offering price range. This information will
help facilitate our review of your accounting for equity issuances, including stock
compensation.
Business
Our Strategy, page 103
9.We note your statement that if your clinical data is compelling, accelerated registration
paths and other regulatory designations will be discussed with regulatory agencies. Please
revise your statement to clarify that any such determination will be in the solely in the
discretion of such regulatory agencies and that there can be no guarantee that any of your
product candidates will be granted a differentiated regulatory path or designation.
Clinical Development Strategy, page 122
10.We note your disclosure in the first paragraph of this section that one of the secondary
objectives of your Phase 1 trial includes the anti-tumor activity of SL-279252. Please
expand your disclosure in the second paragraph of this section to briefly indicate how you
intend to evaluate any anti-tumor activity.
11.Please update your disclosure in this section to discuss the delays experienced so far in
your ongoing Phase 1 clinical trial of SL-279252 as well as any anticipated future delays
and the patients in your clinical trials who have chosen to forgo one or more doses and the
reasons given for declining doses.
12.We note your disclosure that SL-279252 has been well-tolerated with no dose-limiting
toxicities observed to date. Please update your disclosure to discuss whether any adverse
or serious adverse events have been observed that were deemed related to SL-279252 and
the nature of any such events.
Collaboration Agreement with Takeda, page 123
13.We note your disclosure in the second paragraph of this section that you will conduct
preclinical and Phase 1 clinical trials for two molecules, PD-1-Fc-OX40L and CSF1R-Fc-
CD40L, under the Takeda agreement. Please update your prospectus, as appropriate, to
address the status of your obligation to develop CSF1R-Fc-CD40L.
14.We refer to the disclosure in the second paragraph on page 124. Please clarify if Takeda
will be obligated to develop, manufacture or commercialize any of the ARC compounds
that it may license. Please separately disclose the aggregate amount potentially receivable

 FirstName LastNameTaylor Schreiber
 Comapany NameShattuck Labs, Inc.
 September 3, 2020 Page 4
 FirstName LastName
Taylor Schreiber
Shattuck Labs, Inc.
September 3, 2020
Page 4
in license fees, and the aggregate amount potentially receivable from the development,
regulatory and sales milestones. Also disclose the duration of the royalty term during
which you might be eligible to receive tiered royalty payments and, in the next paragraph,
the duration of the "option term" for the optioned molecules.
Heat License Agreement, page 124
15.We note your disclosure that, pursuant to the terms of the Heat License Agreement, you
are obligated to use commercially reasonable efforts to diligently research and develop at
least one product covered by the Fusion Protein Patent Rights. Please revise to clarify if
any of the products you currently have in development satisfies this obligation.
Manufacturing and Supply, page 125
16.Please update your disclosure in this section to include a discussion of the novel
manufacturing and purification process (along with the potential delays in manufacturing
scale-up and higher costs) for your product candidates and the drug substance stability
challenges described on page 24 of the prospectus.

We further note your disclosure discussing your reliance on a single-source supplier for
bulk drug substance. To the extent you are substantially dependent on any agreements
with this supplier, please describe the material terms of such agreements and file the
agreements as exhibits. If you believe you are not substantially dependent on the
agreements, please provide us with an analysis supporting your belief.
Principal Stockholders, page 169
17.Please include footnotes to your table that disclose the natural persons who have
beneficial ownership of the shares held by the entities listed in your table.
            You may contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alan Campbell at 202-551-4224 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Branden C. Berns, Esq.