Shattuck Labs, Inc.

EX-1.1 · d163713dex11.htm

EX-1.1
 2
 d163713dex11.htm
 EX-1.1

 Exhibit 1.1

 Execution Version

 Shattuck Labs, Inc.
 10,879,376
Shares of Common Stock
 Pre-Funded Warrants to Purchase 7,870,624 Shares of Common Stock

 ($0.0001 par value)

 Underwriting Agreement

 June 9, 2026
 Leerink Partners LLC

 J.P. Morgan Securities LLC
 Piper Sandler & Co.

 Cantor Fitzgerald & Co.
 As
Representatives of the several Underwriters,
 c/o Leerink Partners LLC

 1301 Avenue of the Americas, 5 th Floor

 New York, NY 10019
 c/o J.P. Morgan Securities LLC

 270 Park Avenue
 New York, NY 10017

 c/o Piper Sandler & Co.
 350 North 5th Street, Suite
1000
 Minneapolis, MN 55401
 c/o Cantor
Fitzgerald & Co.
 110 East 59th Street,
 New York,
New York 10022
 Ladies and Gentlemen:

 Shattuck Labs, Inc., a Delaware corporation (the “ Company ”), proposes to sell to the several underwriters named in Schedule
I hereto (the “ Underwriters ”), for whom you (the “ Representatives ”) are acting as representatives, (i) 10,879,376 shares of common stock, $0.0001 par value (“ Common Stock ”) of the Company (the
“ Firm Shares ”) and (ii) pre-funded warrants to purchase 7,870,624 shares of Common Stock of the Company at an exercise price equal to $0.0001 per share in the form attached as
 Exhibit A hereto (the “ Pre-Funded Warrants ”). The Firm Shares

and the Pre-Funded Warrants to be sold by the Company are collectively referred to as the “ Underwritten Securities .” The Company also
proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “ Option Shares ”). The Firm Shares and the Option Shares are hereinafter
collectively referred to as the “ Shares .” The Shares and the Pre-Funded Warrants are herein referred to as the “ Securities .” The shares of Common Stock issuable upon
exercise of the Pre-Funded Warrants are herein referred to as the “ Warrant Shares .” To the extent there are no additional Underwriters listed on Schedule I hereto other than you, the term
Representatives as used herein shall mean you, as Underwriters, and the term Representatives and Underwriters shall mean either the singular or plural as the context requires.

 As used in this Agreement, the “ Registration Statement ” means the registration statement referred to in paragraph 1(a)
hereof, including the exhibits, schedules, if any, and financial statements and any prospectus supplement relating to the Securities that is filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”) and deemed part of such registration statement pursuant to Rule 430B under the Securities Act on each
Effective Date, and, in the event any post-effective amendment thereto or any registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act (a “ Rule 462(b) Registration Statement ”)
becomes effective prior to the Closing Date (as defined in Section 3 hereof), shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be; the “ Effective Date ”
means each date and time that the Registration Statement, any post-effective amendment or amendments thereto or any Rule 462(b) Registration Statement became or becomes effective; the “ Base Prospectus ” means the base prospectus
referred to in paragraph 1(a) hereof contained in the Registration Statement at the date and time that this Agreement is executed and delivered by the parties hereto (the “ Execution Time ”); the “ Preliminary
Prospectus ” means any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) hereof which is used prior to the filing of the Prospectus, together with the Base Prospectus; and the
“ Prospectus ” means the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) under the Securities Act (“ Rule 424(b) ”) after the Execution Time, together with the Base
Prospectus.
 Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include the documents incorporated by reference therein (the “ Incorporated Documents ”) pursuant to Item 12 of Form S-3 which were filed under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”) on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary
Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the
Prospectus, as the case may be, deemed to be incorporated therein by reference.

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 As used in this Agreement, the “ Disclosure Package ” shall mean
(i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time (if any), (iii) any issuer free writing prospectus, as defined in Rule 433 under the Securities Act (an “ Issuer Free Writing
Prospectus ”), identified in Schedule II hereto, (iv) any other free writing prospectus, as defined in Rule 405 under the Securities Act (a “ Free Writing Prospectus ”), that the parties hereto shall hereafter
expressly agree in writing to treat as part of the Disclosure Package and (v) the information listed on Schedule III.
 1.
 Representations and Warranties . The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

 (a) The Company meets the requirements for use of Form S-3 under the Securities Act and
has filed with the SEC a registration statement (file number 333-292697) on Form S-3, including a related Base Prospectus, for the registration of the offering and
sale of the Securities under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company may have filed with the SEC, as part of an amendment to the
Registration Statement or pursuant to Rule 424(b), preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you, to the extent applicable. The Company will file with the SEC a final prospectus
supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder and, except to the extent
the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the
Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.

 (b) On each Effective Date, the Registration Statement did, each Preliminary Prospectus, at the time of the filing thereof,
did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “ Settlement
Date ”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the respective rules thereunder; on each Effective Date, no order
suspending the effectiveness of the Registration Statement or the use of any Preliminary Prospectus has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to
the offering of the Securities has been initiated or threatened by the SEC, at the Execution Time and on the Closing Date and any Settlement Date, the Registration Statement did not and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any

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filing pursuant to Rule 424(b) and on the Closing Date and any Settlement Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representations or
warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any
Underwriter consists of the information described as such in Section 8(b) hereof.
 (c) (i) Each Preliminary
Prospectus, at the time of filing thereof, (ii) the Disclosure Package, and (iii) each electronic road show, when taken together as a whole with the Disclosure Package does not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure
Package based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information
furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

 (d) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2)) under the Securities Act) and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an
Ineligible Issuer (as defined in Rule 405 under the Securities Act (“ Rule 405 ”)), without taking account of any determination by the SEC pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible
Issuer.
 (e) [Reserved].

 (f) [Reserved].

 (g) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and
representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Issuer Free Writing Prospectus other than
(i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) each electronic road show and any other written communications approved in writing in
advance by the Representatives. Each Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the
extent required thereby) and

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does not include any information that conflicts with the information contained in the Registration Statement, including any Incorporated Document deemed to be a part thereof that has not been
superseded or modified, or the Disclosure Package. Each Issuer Free Writing Prospectus, when taken together with the Disclosure Package, did not, and as of the Closing Date and as of the Settlement Date, as the case may be, will not, contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements
in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for use therein, it being understood
and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

 (h) The interactive data in the eXtensible Business Reporting Language (“ XBRL ”) included or incorporated by
reference in the Disclosure Package, the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable
thereto.
 (i) The Company is subject to and in compliance in all material respects with the reporting requirements of
Section 13 or Section 15(d) of the Exchange Act. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on The Nasdaq Global Select Market (“ Nasdaq ”), and the Company has taken no
action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq, nor has the Company received any notification that the Commission or
Nasdaq is contemplating terminating such registration or listing. The Company is in compliance with the current listing standards of Nasdaq. The Shares and, upon exercise of the Pre-Funded Warrants, the
Warrant Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on Nasdaq, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Shares or, upon exercise
of the Pre-Funded Warrants, the Warrant Shares, under the Exchange Act or delisting the Shares or, upon exercise of the Pre-Funded Warrants, the Warrant Shares, from
Nasdaq, nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or listing.

 (j) The Company has the authorized and outstanding capitalization as set forth in the Company’s most recent periodic
report on Form 10-K or Form 10-Q, as the case may be, as of the dates referred to therein (subject, in each case, to the issuance of Securities under this Agreement, the
issuance of shares of Common Stock upon exercise of share options and warrants disclosed as outstanding as of the date hereof in the Registration Statement, the Disclosure Package and the Prospectus and the grant of options under existing share
option plans described in the Registration Statement, the Disclosure Package and the Prospectus). The authorized capital stock of the Company (including the Securities and the Warrant Shares) conforms as to legal matters to the description thereof

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contained in each of the Registration Statement, the Disclosure Package and the Prospectus. All of the issued and outstanding share capital or other equity or ownership interest of the Company
(including the Common Stock) has been duly authorized and validly issued and is fully paid and nonassessable, has been issued in compliance with all federal, state and local securities laws and is free and clear of any security interest, mortgage,
pledge, lien, encumbrance or adverse claim. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of
the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase or subscribe for, or equity or debt securities convertible into or exchangeable or exercisable for, any
share capital of the Company or to which the Company is a party or by which any of them may be bound. The descriptions of the Company’s equity incentive plan, stock option plans and other stock plans or arrangements described in the Disclosure
Package and Prospectus and in effect as of the date hereof (collectively, the “ Stock Plans ”) and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus
accurately and fairly present the information required to be shown with respect to such Stock Plans and the options or other rights granted thereunder.

 (k) The Company and its Subsidiary (as defined below) (i) have been duly incorporated or organized and are validly
existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which they are incorporated or organized with full corporate power and authority to own or lease, as the case may be, and
to operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus, and (ii) are duly qualified to do business as a foreign corporation or limited liability company, as
applicable and are in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected, singly or in the aggregate, to have a
material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and the Subsidiary, taken as a whole, whether or not arising from transactions in the ordinary course of business (a
“ Material Adverse Effect ”).
 (l) All of the issued and outstanding share capital of the Subsidiary has
been duly authorized and validly issued, is fully paid and nonassessable, has been issued in compliance with federal state and securities laws and is owned by the Company directly, free and clear of any security interest, mortgage, pledge, lien,
encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity, other than Shattuck Labs Delaware Sub LLC, a Delaware limited liability company (the
“ Subsidiary ”). The Subsidiary is not prohibited or restricted, directly or indirectly, from paying dividends to the Company, from making any other distribution with respect to the Subsidiary’s equity securities, from
repaying to the Company any amounts that may from time to time become due under any loans or advances to the Subsidiary from the Company or from transferring any property or assets to the Company.

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 (m) The Shares have been duly authorized for issuance and sale pursuant to
this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable and will conform in all material respects to the description thereof contained in
the Prospectus. The Pre-Funded Warrants to be sold by the Company hereunder have been duly authorized by the Company and, when executed and delivered by the Company as provided herein, will be valid and
binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
the rights and remedies of creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number
sufficient to meet the current exercise requirements and, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and nonassessable and
will conform to the descriptions thereof in the Registration Statement, the Disclosure Package and the Prospectus; and the issuance of the Warrant Shares is not subject to any preemptive or similar rights. The issuance and sale of the Securities as
contemplated hereby shall not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Securities. When issued and delivered by the Company against payment therefor pursuant to this
Agreement, the purchasers of the Securities issued and sold hereunder will acquire good, marketable and valid title to such Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. The issuance and sale
of the Securities as contemplated hereby will not cause any holder of any share capital, securities convertible into or exchangeable or exercisable for share capital or options, warrants or other rights to purchase share capital or any other
securities of the Company to have any right to acquire any preferred shares of the Company. There are no restrictions upon the voting or transfer of the Common Stock under the Company’s amended and restated certificate of incorporation or
amended and restated bylaws or any agreement or other instrument to which the Company is a party or otherwise filed as an exhibit to the Registration Statement.

 (n) There is no statute, regulation, contract, agreement or other document required to be described in the Registration
Statement, the Disclosure Package, Prospectus or in any Incorporated Document, or to be filed as an exhibit to the Registration Statement or any Incorporated Document which is not described or filed as required. The statements set forth or
incorporated by reference in the Disclosure Package and the Prospectus, insofar as they purport to constitute summaries of the terms of the statutes, regulations, contracts, agreements or other documents described and filed, constitute accurate
summaries of the terms thereof in all material respects. The statements set forth or incorporated by reference in the Disclosure Package and the Prospectus under the headings “Risk Factors,” “Business—Intellectual
Property,” “Business—Government Regulation,” “Business—Other Government Regulation Outside of the United States,” “Legal Proceedings,” and “Description of Securities,” insofar as such
statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries, in all material respects, of such legal matters, agreements, documents or proceedings. Neither the Company nor its
Subsidiary has sent or received any communication regarding

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termination of, or intent not to renew or render performance under, any of the contracts or agreements referred to or described in the Disclosure Package, Prospectus or any free writing
prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, or any Incorporated Document, and no such termination or non-renewal has been threatened by the Company or its
Subsidiary or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.

 (o) This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement conforms in all
material respects to the descriptions thereof in the Registration Statement, the Disclosure Package and the Prospectus.

 (p) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds
thereof as described in the Disclosure Package and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

 (q) No consent, approval, license, permit, qualification, authorization or other order or decree of, or registration or filing
with, any court or other governmental, taxing or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby or by the Registration
Statement, the Disclosure Package and the Prospectus (including the issuance and sale of the Securities hereunder), except such as have been already obtained or made or as may be required under the Securities Act, applicable state securities or Blue
Sky laws, applicable rules of Nasdaq, or Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”).

 (r) Neither the execution and delivery by the Company of, nor the performance of the Company of its obligations under, this
Agreement will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its Subsidiary pursuant to (i) the charter or
 by-laws of the Company or articles of organization or operating agreement of the Subsidiary, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or the
Subsidiary of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Subsidiary or any of their respective properties, except in the case of clauses (ii) and
(iii) for any such breach, violation or imposition as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and as would not materially adversely affect the ability of the Company to consummate
the transactions contemplated by this Agreement.

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 (s) Subsequent to the respective dates as of which information is given in
the Registration Statement, the Disclosure Package and the Prospectus: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or
otherwise), earnings, results of operations, business, properties, operations, assets, liabilities or prospects of the Company and the Subsidiary, taken as a whole, whether or not arising from transactions in the ordinary course of business;
(ii) neither the Company nor the Subsidiary has (A) incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood,
earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and the Subsidiary,
considered as one entity, (B) entered into any material transactions not in the ordinary course of business or (C) issued or granted any shares of the Company’s capital stock or securities convertible into or exchangeable or
exercisable for or that represent the right to receive shares of the Company’s capital stock other than under the Stock Plans; and (iii) there has not been any material decrease in the share capital or any material increase in any
short-term or long-term indebtedness of the Company or the Subsidiary and there has been no dividend or distribution of any kind declared, paid or made by the Company or the Subsidiary or, except for dividends paid to the Company or the Subsidiary,
or any repurchase or redemption by the Company or the Subsidiary of any class of shares.
 (t) There are no persons (as such
term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) with registration or other similar rights to have any equity or debt securities of
the Company registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except as have been described in the Disclosure Package and Prospectus.

 (u) The financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and
the Prospectus, together with the related notes and schedules, present fairly in all material respects the consolidated financial position of the Company and the Subsidiary as of the dates indicated and the consolidated results of operations, cash
flows and changes in stockholders’ equity of the Company and the Subsidiary for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act and Exchange Act and in conformity
in all material respects with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved (except as otherwise noted therein). The other financial data set forth or
incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus is accurately and fairly presented and prepared, in all material respects, on a basis consistent with the financial statements and books and records
of the Company. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus that are not included or incorporated
by reference therein as required. The Company and the Subsidiary do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable
interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not disclosed in the
Registration Statement, the Disclosure Package and the Prospectus. All disclosures

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contained in the Registration Statement, the Disclosure Package or the Prospectus that contain “non-GAAP financial measures” (as such term is
defined by the rules and regulations of the Commission) comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent
applicable. The statistical, industry-related and market-related data included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus were obtained or derived from sources which the Company reasonably
and in good faith believes are reliable and accurate in all material respects, such data agree with the sources from which they are derived, and the Company has obtained the written consent to the use of such data from such sources to the extent
required. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the Public
Company Accounting Oversight Board (“ PCAOB ”), has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the
Registration Statement, the Disclosure Package and the Prospectus.
 (v) No action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company, the Subsidiary or their respective properties is pending or, to the knowledge of the Company, threatened that (i) would be reasonably expected to have,
individually or in the aggregate, a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a Material Adverse Effect, except
as set forth in or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

 (w) The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted,
except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
 (x)
Neither the Company nor the Subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over the Company, the Subsidiary or any of their respective properties, as applicable, except in the case of clauses (ii) and (iii) for any such violation or default as would
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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 (y) KPMG LLP, whose report on the consolidated financial statements of the
Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission and incorporated by reference in the Registration Statement, the Disclosure
Package and the Prospectus, is (i) an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the rules of the PCAOB, (ii) in compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act and (iii) a registered public accounting firm as defined by the PCAOB whose
registration has not been suspended or revoked and who has not requested such registration to be withdrawn. KPMG LLP has not been engaged by the Company to perform any “prohibited activities” or provided to the Company any “non-audit services” (as defined in Section 10A of the Exchange Act).

 (z) There are no transfer taxes or other similar fees or charges under federal law, the laws of any state, any foreign law, or
any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Securities.

 (aa) The Company and the Subsidiary have filed all tax returns that are required to be filed by them or has requested
extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect and except as explicitly disclosed in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment
or supplement thereto)) and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty
that is currently being contested in good faith by appropriate proceedings ( provided that adequate reserves have been established therefor in accordance with GAAP) or as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, and except as explicitly disclosed in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). There is no tax deficiency that has been, or could
reasonably be expected to be, asserted against the Company, the Subsidiary or any of their respective properties or assets, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 (bb) No labor problem or dispute with the employees of the Company or the Subsidiary exists or, to the knowledge of the
Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, that would reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

 (cc) Each of the Company and the Subsidiary are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as the Company believes are customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company, the Subsidiary or their respective businesses, assets,
employees, officers and directors are in full force and effect; the Company and the Subsidiary are in compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or

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the Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Company and the Subsidiary have
not been refused any insurance coverage sought or applied for; and the Company and the Subsidiary have no reason to believe that they will not be able to renew their existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue their business at a cost that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, except as set forth in or contemplated in the
Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).
 (dd)
The Company and the Subsidiary have good and marketable title in fee simple to all real property owned by them and good and marketable title to all personal property owned by them that is material to their business (except with respect to
intellectual property, which is addressed exclusively in Section 1(qq) and Section 1(rr) below), in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do
not interfere with the use made and proposed to be made of such property by the Company or the Subsidiary; and any real property and buildings held under lease by the Company or the Subsidiary are held by them under valid, subsisting and enforceable
leases (subject to the effects of (A) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors generally; (B) the
application of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is considered in proceedings at law or in equity); and
(C) applicable law and public policy with respect to rights to indemnity and contribution) with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or
the Subsidiary.
 (ee) The Company and the Subsidiary possess all licenses, certificates, permits and other authorizations
issued by all applicable authorities necessary to conduct their business, except for any such failure to possess as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor
the Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement
thereto).
 (ff) The Company and the Subsidiary make and keep accurate books and records and maintain a system of internal
accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with

 12

management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences; and (v) the interactive data in XBRL included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material
respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
 (gg) The
Company and the Subsidiary have established and maintain disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which
(i) are designed to ensure that information relating to the Company, including its consolidated Subsidiary, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities,
particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal
quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there has been no material weakness in the Company’s
internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses.
The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
 (hh) Neither the Company, its Subsidiary, nor to the knowledge of the Company, any of
its or their respective directors, officers or controlling persons has taken, directly or indirectly, (i) any action designed to or that might constitute or reasonably be expected to cause or result in, under the Exchange Act or otherwise,
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or (ii) any action designed to or that might constitute or reasonably be expected to cause or result in a violation of
Regulation M under the Exchange Act.
 (ii) To the knowledge of the Company, the Company and the Subsidiary are (i) in
compliance with all applicable foreign, U.S. federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“ Environmental Laws ”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their business and (iii) have not received notice
of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or
supplement thereto). Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor its Subsidiary has been named as a “potentially responsible party” under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended.

 13

 (jj) On the basis of any periodic review of the effect of Environmental Laws
on the business, operations and properties of the Company, the Company has reasonably concluded that the costs and liabilities associated therewith would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse
Effect, except as set forth in or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

 (kk) None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the
minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and the regulations and published interpretations thereunder with respect to a Plan (as
defined herein), determined without regard to any waiver of such obligations or extension of any amortization period, which such failure would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) an
audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or
compensation of employees by the Company that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification
standards, with respect to the employment or compensation of employees by the Company that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the following events has occurred or is reasonably
likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company compared to the amount of such contributions made in the most recently completed fiscal
year of the Company; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Company compared to the amount of such obligations
in the most recently completed fiscal year of the Company; (iii) any event or condition giving rise to a liability under Title IV of ERISA or other law applicable to the Plan that would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Company related to their employment or compensation that would reasonably be expected to have a Material Adverse Effect. For
purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) with respect to which the Company may have any liability.

 (ll) The Company is in compliance with, and there is and has been no failure on the part of the Company and, to the
Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with, any applicable provision of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing
the provisions thereof (the “ Sarbanes-Oxley Act ”) and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans.

 14

 (mm) Neither the Company, its Subsidiary, nor to the knowledge of the
Company, any director, officer, agent, employee, affiliate or other person acting on behalf or associated with of the Company or its Subsidiary is aware of or has taken any action, directly or indirectly, that could result in a violation or a
sanction for violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar applicable anti-corruption law of any other relevant jurisdiction (collectively, the
“ Anti-Corruption Laws ”); and the Company and its Subsidiary have instituted and maintain policies and procedures designed to ensure compliance with the Anti-Corruption laws. No part of the proceeds of the offering will be used by
the Company, directly or indirectly, in violation of the Anti-Corruption Laws.
 (nn) The operations of the Company and its
Subsidiary are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the anti-money laundering statutes and the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or the Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

 (oo) Neither the Company, its Subsidiary, nor to the knowledge of the Company, any director, officer, agent, employee or
affiliate of the Company or its Subsidiary (i) is, or is controlled or more than 50% owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or
enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of
Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by His Majesty’s Treasury of the United Kingdom), or other relevant sanctions authority
(collectively, “ Sanctions ” and such persons, “ Sanctioned Persons ” and each such person, a “ Sanctioned Person ”), (ii) is located, organized or resident in a country or territory that is, or
whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “ Sanctioned Countries ” and each, a “ Sanctioned Country ”) or (iii) will, directly or
indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other individual or entity to fund or facilitate any activities or business of or with a Sanctioned Person
or Sanctioned Country, or in any other manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering,
whether as an underwriter, advisor, investor or otherwise).
 (pp) Neither the Company nor the Subsidiary has engaged in any
dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, since April 24, 2019, nor does the Company have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned
Person, or with or in a Sanctioned Country.

 15

 (qq) Except as described in the Registration Statement, the Disclosure
Package and the Prospectus, the Company and the Subsidiary own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and/or other
intellectual property described in the Registration Statement, the Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their business as currently conducted or as currently proposed to
be conducted in the Registration Statement, the Disclosure Package and the Prospectus (collectively, “ Intellectual Property ”). To the Company’s knowledge, except as described in the Registration Statement, the Disclosure
Package and the Prospectus: (i) there are no third parties who have rights to any Intellectual Property, and the Company and the Subsidiary have taken all reasonable steps necessary to secure their respective interests in the Intellectual
Property from their respective employees and contractors; (ii) there is no infringement, misappropriation, dilution or other violation by third parties of any Intellectual Property which would reasonably be expected to have a Material Adverse
Effect; (iii) the Company and the Subsidiary are not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties; and (iv) the Company and the Subsidiary are the sole owner of the
Intellectual Property owned by them and have the valid right to use such Intellectual Property without the obligation to obtain consent to sublicense and without a duty of accounting to co-owner, as
applicable. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there is no pending, or, to the Company’s knowledge, threatened action, suit, proceeding or claim against the Company or the Subsidiary
of which the Company has received written notice: (A) challenging the Company’s or the Subsidiary’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property;
or (C) asserting that the Company or the Subsidiary infringes, misappropriates, dilutes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Disclosure Package and
the Prospectus as under development, infringe, misappropriate, dilute or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and, in each case of (A) through (C),
the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, except as described in the Registration Statement, the Disclosure Package and the Prospectus,
the Company and the Subsidiary have complied with the material terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or the Subsidiary, and all such agreements are in full force and effect. Except as
described in the Registration Statement, the Disclosure Package and the Prospectus, the Company and the Subsidiary are not obligated to pay any material royalty, grant any material license or option, or provide other material consideration to any
third party in connection with the Intellectual Property. The product candidates described in the Registration Statement, the Disclosure Package and the

 16

Prospectus as under development by the Company or the Subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the
Company or the Subsidiary. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, no government funding, facilities or resources of a university, college, other educational institution or research center was
used in the development of any Intellectual Property that is owned, purported to be owned or exclusively licensed by the Company or the Subsidiary that would confer any governmental agency or body, university, college, other educational institution
or research center any claim or right of ownership to any such Intellectual Property.
 (rr) To the knowledge of the
Company, all patents and patent applications included in the Intellectual Property owned by or exclusively licensed to the Company or the Subsidiary or under which the Company or the Subsidiary have rights have been properly filed and each issued
patent included in the Intellectual Property is being diligently maintained and is valid and enforceable. The Company is unaware of any facts that would preclude the issuance of a valid and enforceable patent on any pending patent applications
included in the Intellectual Property. To the Company’s knowledge, the Company, the Subsidiary and the parties prosecuting any patents and patent applications included in the Intellectual Property have complied with their duty of disclosure to
the U.S. Patent and Trademark Office (the “ USPTO ”), and all such requirements in the relevant foreign patent authority having similar requirements as the case may be, in connection with such patents and patent applications for
which it has filing, prosecution and/or maintenance responsibilities, in connection with any patents and patent applications included in the Intellectual Property. To the Company’s knowledge, there is no prior art material to any patent or
patent application of the Intellectual Property of the Company or the Subsidiary that may render any U.S. patent held by the Company or the Subsidiary invalid or any U.S. patent application held by the Company or the Subsidiary unpatentable. The
Company is not aware of any facts required to be disclosed to the USPTO or the relevant patent authority having similar disclosure requirements that were not disclosed to the USPTO or the relevant patent authority and which would preclude the grant
of a patent in connection with any patent application in the Intellectual Property or would reasonably be expected to form the basis of a finding of invalidity or unenforceability with respect to any patents that have been issued with respect to
such applications.
 (ss) Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the
Company and the Subsidiary: (i) have operated and currently operate their respective businesses in compliance in all material respects with all applicable Health Care Laws (as defined below) and any other applicable requirements of the Food and
Drug Administration (“ FDA ”), the Department of Health and Human Services and any comparable foreign or other regulatory authority to which they are subject (collectively, the “ Applicable Regulatory Authorities ”)
applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any of the Company’s product candidates; (ii) have not received any FDA Form 483, written
notice of adverse finding, warning letter, untitled letter or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting non-compliance
with (A) any Health Care Laws or (B) or any licenses, certificates, approvals, clearances, exemptions, registrations, authorizations, permits and supplements or amendments thereto required by any such Health Care Laws (“ Regulatory
Authorizations ”); (iii) possess all Regulatory Authorizations required to

 17

conduct their business as currently conducted and such Regulatory Authorizations are valid and in full force and effect and the Company and the Subsidiary are not in violation, in any material
respect, of any term of any such Regulatory Authorizations; (iv) have not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the Applicable Regulatory Authorities or any
other third party alleging that any product operation or activity is in material violation of any Health Care Laws or Regulatory Authorizations and has no knowledge that the Applicable Regulatory Authorities or any other third party is considering
any such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) have not received notice that any of the Applicable Regulatory Authorities has taken, is taking or intends to take action to limit, suspend, modify or
revoke any material Regulatory Authorizations and has no knowledge that any of the Applicable Regulatory Authorities is considering such action; (vi) have filed, obtained, maintained or submitted all material reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments as required by any Health Care Laws or Regulatory Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and
supplements or amendments were materially complete and correct on the date filed (or were materially corrected or supplemented by a subsequent submission); (vii) are not a party to or have any ongoing reporting obligations pursuant to any corporate
integrity agreements, deferred or non-prosecution agreements, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any Applicable Regulatory
Authority; and (viii) along with their respective employees, officers and directors, have not been excluded, suspended or debarred from participation in any government health care program or human clinical research or, to the knowledge of the
Company, are subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion. The term “ Health Care Laws ” means Title XVIII
of the Social Security Act, 42 U.S.C. §§ 1395-1395hhh (the Medicare statute); Title XIX of the Social Security Act, 42 U.S.C. §§ 1396-1396v (the Medicaid statute); the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); the civil False Claims Act, 31 U.S.C. §§ 3729 et seq.; the criminal False Claims Act 42 U.S.C. 1320a-7b(a); any criminal laws relating to health care
fraud and abuse, including but not limited to 18 U.S.C. Sections 286, 287, 1347 and 1349 and the health care fraud criminal provisions under the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d et seq.,
(“HIPAA”); the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a and 1320a-7b; the Physician Payments Sunshine Act, 42 U.S.C. § 1320a-7h; the Exclusion Laws, 42 U.S.C. § 1320a-7; HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, 42 U.S.C. §§
17921 et seq.; the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et seq.; the Public Health Service Act, 42 U.S.C. §§ 201 et seq.; the regulations promulgated pursuant to such laws; and any similar federal, state and
local laws and regulations.
 (tt) To the Company’s knowledge, the manufacturing facilities and operations of its
suppliers are operated in compliance in all material respects with all applicable statutes, rules, regulations and policies of the Applicable Regulatory Authorities.

 18

 (uu) None of the Company’s product candidates have received marketing
approval from any Applicable Regulatory Authority. All clinical and pre-clinical studies and trials conducted by or on behalf of or sponsored by the Company, or in which the Company has participated with
respect to its product candidates, including without limitation, any such studies and trials that are described in or the results of which are referred to in the Registration Statement, the Disclosure Package and the Prospectus (collectively,
“ Company Trials ”) were, and if still pending are, being conducted in all material respects in accordance with all applicable Health Care Laws, standard medical and scientific research procedures and any applicable rules,
regulations and policies of the jurisdiction in which such trials and studies are being conducted; the descriptions in the Registration Statement, the Disclosure Package and the Prospectus of the results of any Company Trials are accurate and
complete descriptions in all material respects and fairly present the data derived therefrom; the Company has no knowledge of any other studies or trials not described in the Registration Statement, the Disclosure Package and the Prospectus, the
results of which are inconsistent with or call into question the results described or referred to in the Registration Statement, the Disclosure Package and the Prospectus; the Company has operated at all times and is currently in compliance in all
material respects with all applicable Health Care Laws; the Company has not received, and the Company has no knowledge after due inquiry that any of its collaboration partners have received, any written notices, correspondence or other
communications from the Applicable Regulatory Authorities or any other governmental entity requiring or threatening the termination, material modification or suspension of Company Trials, other than ordinary course communications with respect to
modifications in connection with the design and implementation of such studies or trials, and, to the Company’s knowledge, there are no reasonable grounds for the same. No investigational new drug application or comparable submission filed by
or on behalf of the Company with the FDA has been terminated or suspended by the FDA or any other Applicable Regulatory Authority. In using or disclosing patient information received by the Company in connection with a Company Trial, the Company has
complied in all material respects with all applicable laws and regulatory rules or requirements, including, without limitation, HIPAA and the rules and regulations thereunder. To the Company’s knowledge, none of the Company Trials involved any
investigator who has been disqualified as a clinical investigator or has been found by the FDA to have engaged in scientific misconduct.

 (vv) The Company’s and the Subsidiary’s information technology and computer systems, networks, hardware, software,
data and databases (collectively, “ IT Systems and Data ”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiary as
currently conducted, and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and the Subsidiary have implemented and maintained
commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data used in connection
with their business. (i) Except as may be included in the Registration Statement, the Disclosure Package and the Prospectus, (x) there has been no security breach or other compromise of or relating to

 19

any of the Company’s or the Subsidiary’s IT Systems and Data except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and
(y) the Company and the Subsidiary have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data
and (ii) the Company and the Subsidiary have implemented backup and disaster recovery technology that the Company reasonably believes is consistent with industry standards and practices.

 (ww) The Company and the Subsidiary have been and are presently in compliance in all material respects with all applicable laws
or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the
protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification (“ Data Protection Requirements ”). The execution, delivery and performance of this Agreement or any other agreement referred to
in this Agreement will not result in a breach of any of the Data Protection Requirements. The Company and the Subsidiary further certify that they: (i) have not received notice of any actual or potential liability under or relating to, or
actual or potential violation of, any of the Data Protection Requirements, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) are not currently conducting or paying for, in whole
or in part, any investigation, remediation, or other corrective action pursuant to any Data Protection Requirement; or (iii) are not a party to any order, decree, or agreement that imposes any obligation or liability by any regulatory body or
governmental authority under any Data Protection Requirement, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 (xx) The Company and the Subsidiary (i) are in compliance, in all material respects, with any and all applicable foreign,
federal, state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including pursuant to the Occupational Health and Safety Act) relating to the protection of human health and safety
the workplace (“ Occupational Laws ”); (ii) have received all material permits, licenses or other approvals required of them under applicable Occupational Laws to conduct their respective businesses as currently conducted; and
(iii) are in compliance, in all material respects, with all terms and conditions of such permit, license or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge,
threatened against the Company or the Subsidiary relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be
expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

 20

 (yy) The Company is not required to register as a “broker” or
“dealer” in accordance with the provisions of the Exchange Act and does not, directly or indirectly through one or more intermediaries, control or have any other association with (within the meaning of Article I of the By-laws of FINRA) any member firm of FINRA. No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers or shareholders of the Company, on the other hand,
which is required by the rules of FINRA to be described in the Registration Statement, the Disclosure Package and the Prospectus, which is not so described. All of the information (including, but not limited to, information regarding affiliations,
security ownership and trading activity) provided to the Representatives or its counsel by the Company, its officers and directors and the holders of any securities (debt or equity) or warrants, options or rights to acquire any securities of the
Company in connection with the filing to be made and other supplemental information to be provided to FINRA pursuant to FINRA Rule 5110 in connection with the transactions contemplated by this Agreement is true, complete and correct.

 (zz) Each of the independent directors (or independent director nominees, once appointed, if applicable) named in the
Registration Statement, the Disclosure Package and Prospectus satisfies the independence standards established by Nasdaq and, with respect to members of the Company’s audit committee, the enhanced independence standards contained in Rule 10A-3(b)(1) promulgated by the Commission under the Exchange Act.
 (aaa) Neither the
Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of Rule 144 under the Securities Act) has, prior to the date hereof, made any offer or sale of any securities which could be “integrated” (within
the meaning of the Securities Act) with the offer and sale of the Securities hereunder.
 (bbb) Neither the Company nor the
Subsidiary has (i) failed to pay any dividend or sinking fund installment on preferred stock or (ii) defaulted on any installment or payment due on indebtedness for borrowed money or on any rental on one or more long-term leases, which
defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
 (ccc)
Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Disclosure Package
or the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) as required,
is accompanied by meaningful cautionary statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement. No such statement was made with the knowledge of a director or senior
manager of the Company that was false or misleading.
 (ddd) There are no relationships, direct or indirect, or related
party transactions involving the Company or its Subsidiary or any other person (including any director, officer, stockholder, customer or supplier of the Company or its Subsidiary) required to be described in the Registration Statement, the
Disclosure Package or the Prospectus that have not been described as required. There are no material outstanding loans, advances (except

 21

normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or its Subsidiary to or for the benefit of any of the officers or directors
of the Company or its Subsidiary, or any of the family members of any of such persons, and neither the Company nor its Subsidiary has taken any action that would cause any such loan, advance or guarantee to violate Section 402 of the
Sarbanes-Oxley Act.
 (eee) The Company is not in or subject to a bankruptcy or insolvency proceeding in any jurisdiction.

 (fff) No director or officer of the Company or its Subsidiary is subject to any
 non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect each director’s or officer’s
ability to be and act in the capacity of a director or officer of the Company.
 (ggg) The documents incorporated by
reference in the Registration Statement, the Disclosure Package and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue
statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 (hhh) Neither the Company nor its Subsidiary is a “covered foreign person”, as that term is defined in 31 C.F.R.
§ 850.209. Neither the Company nor its Subsidiary currently engages, or has plans to engage, directly or indirectly, in a “covered activity”, as that term is defined in in 31 C.F.R. § 850.208 (“Covered Activity”).
The Company does not have any joint ventures that engage in or plan to engage in any Covered Activity. The Company also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to
direct or cause the direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

 Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with
the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

 2. Purchase and Sale .

 (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $3.7600 per Firm Share (the “ Share Purchase Price ”) and $3.7599 per
 Pre-Funded Warrant, the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto.

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 (b) Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 2,812,500 Option Shares at the Share Purchase Price, less an amount per share equal to any dividends or
distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Shares. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon
written or telegraphic notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the Settlement Date. The number of Option Shares to be purchased by each
Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute
discretion shall make to eliminate any fractional shares.
 3. Delivery and Payment . Delivery of and payment for the Underwritten
Securities and the Option Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the first Business Day (as defined herein) (immediately preceding the Closing Date) shall be made at 10:00 AM, New
York City time, on June 11, 2026, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “ Closing Date ”). As used herein, “ Business Day ”
shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Shares shall be made through the facilities of The Depository Trust Company unless the Representatives
shall otherwise instruct.
 Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Pre-Funded Warrants in the public offering to make payment for the Pre-Funded Warrants on the Closing Date to the Company by wire transfer in immediately available funds to
the account specified by the Company at a purchase price of $3.9999 per Pre-Funded Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, and the
Company shall deliver such Pre-Funded Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants to the Underwriters; provided that the underwriting discounts and commissions in respect of the Pre-Funded Warrants, as calculated by subtracting the
purchase price per Pre-Funded Warrant set forth in Section 2(a) hereof from the Public Offering Price per Pre-Funded Warrant set forth on Schedule III hereto, shall
be deducted and withheld from the amount otherwise payable by the Representatives to the Company for the Firm Shares as set forth above in this Section 3.

 In the event that any purchaser of the Pre-Funded Warrants in the public offering fails to make
payment to the Company for all or part of the Pre-Funded Warrants (the “ Failed Warrants ”) on the Closing Date, the Representatives may elect, by written notice to the Company and payment of
the purchase price per Firm Share set forth in Section 2(a) hereof by wire transfer in immediately available funds to the account specified by the Company, to receive shares of Common Stock at such price per share in lieu of the Failed Warrants
that were otherwise to have been delivered to the purchasers thereof under this Agreement.

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 If the option provided for in Section 2(b) hereof is exercised after the first Business
Day immediately preceding the Closing Date, the Company will deliver the Option Shares (at the expense of the Company) to the DTC account designated by the Representatives, on the date specified by the Representatives (which shall be within two
Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Shares occurs after the Closing Date, the Company will deliver to the Representatives on the Settlement
Date for the Option Shares, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters
delivered on the Closing Date pursuant to Section 6 hereof.
 4. Offering by Underwriters . It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.
 5. Agreements . The Company
agrees with the several Underwriters that:
 (a) Prior to the termination of the offering of the Securities, the Company
will not file any amendment to the Registration Statement or supplement (including the Prospectus or any Preliminary Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for
your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the
Representatives with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the
Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the SEC pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the SEC,
(ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the SEC or its staff for any amendment to the Registration
Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement
or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose or pursuant to Section 8A under the Securities Act and (v) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or
the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or
objection, including, if necessary, by filing an amendment to the Registration Statement and using its reasonable best efforts to have such amendment declared effective as soon as practicable.

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 (b) If, at any time prior to the filing of the Prospectus pursuant to Rule
424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under
which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or
supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

 (c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act
(including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (“ Rule 172 ”)), any event occurs as a result of which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or if it shall be
necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of
the Prospectus, the Company promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or a
new registration statement which will correct such statement or omission or effect such compliance , (iii) use its best efforts to have any amendment to the Registration Statement or new
registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus to you in such quantities as you may reasonably request.

 (d) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an
earnings statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

 (e) Upon request, the Company will furnish to the Representatives and counsel for the Underwriters, without charge, conformed
copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by
the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably
request. The Company will pay the expenses of printing or other production of all documents relating to the offering of the Securities.

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 (f) The Company will use its reasonable best efforts to arrange, if
necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate and will maintain such qualifications in effect so long as required for the distribution of the
Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
 (g) The Company will not,
without the prior written consent of the Representatives, on behalf of the Underwriters, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result
in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company)
directly or indirectly, including the filing or submission (or participation in the filing or submission) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to
effect any such transaction, for a period of 60 days after the date of this Agreement, provided , however , that the Company may (i) effect the transactions contemplated hereby, (ii) issue and sell shares of Common Stock, or
any securities convertible into or exercisable or exchangeable for shares of Common Stock, pursuant to any stock option plan, incentive plan, employee stock purchase plan, stock bonus plan, stock ownership plan, dividend reinvestment plan or other
plan or arrangement of the Company described in the Registration Statement, the Disclosure Package and the Prospectus (collectively, the “ Company Plans ”), (iii) issue shares of Common Stock issuable upon the conversion of
securities or the exercise of warrants or options or the settlement of restricted stock units outstanding at the Execution Time or issued thereafter pursuant to a Company Plan, (iv) file one or more registration statements on Form S-8 relating to any Company Plan, and (v) issue shares of Common Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into an agreement to issue shares
of Common Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, in connection with any bona fide merger, joint venture, strategic alliance, commercial or other collaborative transaction, or the
acquisition or license of the business, property, technology or other assets of another individual or entity, or the assumption of an employee benefit plan in connection with such a merger or acquisition, provided , however , that the
aggregate number of shares of Common Stock, or securities convertible into or exercisable or exchangeable for shares of Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 5% of the total
outstanding shares of Common Stock immediately following the issuance of the Securities, and provided , further , that the recipients of such securities issued pursuant to clauses (ii)-(v) provide to the Representatives a signed lock-up agreement in the form described in Section 6(i) hereof. Notwithstanding the foregoing, the Company may effect sales

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pursuant to the Sales Agreement, dated January 22, 2026, between the Company and Leerink Partners LLC, provided that (x) the Company notifies the Representatives prior to
effecting any sales and (y) no sales shall be made for a period of 30 days from the date of the Prospectus; (B) file a registration statement or any amendment thereto pursuant to the Registration Rights Agreement, dated December 21,
2023, between the Company and the several purchasers signatory thereto; and (C) issue and sell warrants (and, if exercised, shares of common stock underlying such warrants) pursuant to the Securities Purchase Agreement, dated December 21,
2023, by and among the Company and the purchasers identified therein.
 (h) The Company will not take, directly or
indirectly (without giving effect to activities by the Underwriters), any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the Securities.
 (i) The Company agrees to pay
the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the SEC of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus,
the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such
copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the
offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the
Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the
registration of the Securities under the Exchange Act and the listing of the Shares and the Warrant Shares on Nasdaq; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the
several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority,
Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with
presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs
and expenses incident to the performance by the Company of its obligations hereunder; provided , however , that the reasonable fees and expenses of counsel for the Underwriters incurred pursuant clauses (vi) and (vii) of this
Section 5(j) shall not exceed $40,000 in the aggregate.

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 (j) The Company agrees that, unless it has or shall have obtained the prior
written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not
make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433
under the Securities Act (“ Rule 433 ”); provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any
electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company agrees that (x) it has treated and
will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rule 164 under the Securities Act (“ Rule
164 ”) and Rule 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.

 (k) The Company shall, at all times while any Pre-Funded Warrants are outstanding,
reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of such
 Pre-Funded Warrants, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of the then-outstanding Pre-Funded Warrants.

 6. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Underwritten Securities and
the Option Shares, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any Settlement Date pursuant to Section 3
hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

 (a) The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by
Rule 424(b); any material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness
of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been instituted or threatened.

 (b) The Company shall have requested and caused Gibson, Dunn & Crutcher LLP, counsel for the Company, to have
furnished to the Representatives their opinion and negative assurance letter, dated the Closing Date and any Settlement Date and addressed to the Representatives, in form and substance satisfactory to the Representatives.

 (c) The Company shall have requested and caused ParkerHighlander PLLC, intellectual property/patent counsel for the Company, to
have furnished to the Representatives their opinion, dated the Closing Date and any Settlement Date and addressed to the Representatives, in form and substance satisfactory to the Representatives.

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 (d) The Representatives shall have received from Latham &
Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and any Settlement Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the
Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the
purpose of enabling them to pass upon such matters.
 (e) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the principal financial or accounting officer of the Company, dated the Closing Date and any Settlement Date, to the effect that the signers of such certificate have carefully examined the Registration
Statement, the Disclosure Package, the Prospectus and any amendment or supplement thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that:

 (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date and
any Settlement Date with the same effect as if made on the Closing Date and any Settlement Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing
Date;
 (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has
been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act have been instituted or, to the Company’s knowledge, threatened; and

 (iii) since the date of the most recent financial statements included in or incorporated by reference in the Disclosure Package
and the Prospectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

 (f) The Company shall have requested and caused KPMG LLP to have furnished to the Representatives, at the
Execution Time and at the Closing Date and any Settlement Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives.

 (g) The Securities shall have been listed and admitted and authorized for trading on Nasdaq, and satisfactory evidence of such
actions shall have been provided to the Representatives.

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 (h) Subsequent to the Execution Time or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in
paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company, taken as a whole, whether
or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to
in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration
Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

 (i) Prior to the Closing Date and any Settlement Date, the Company shall have furnished to the Representatives such further
information, certificates and documents as the Representatives may reasonably request.
 (j) At or prior to the Execution
Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit B hereto from each executive officer and director of the Company and their respective affiliates addressed to the Representatives.

 If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any
of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone, facsimile or electronic mail confirmed in writing.

 The documents required to be delivered by this Section 6 shall be delivered at the office of Latham & Watkins LLP, counsel
for the Underwriters, at 1271 Avenue of the Americas, New York, New York 10020, on the Closing Date.
 7. Reimbursement of
Underwriters ’ Expenses . If this Agreement is terminated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10
hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters if (i) prior to the Closing Date
with respect to the Underwritten Securities, the Company will reimburse the Underwriters severally on demand for all documented out-of-pocket expenses (including
reasonable fees and disbursements of counsel for the Underwriters) that shall have been incurred by them in connection with the proposed purchase and sale of the Underwritten Securities or (ii) after the Closing Date with respect to the
Underwritten Securities but prior to a Settlement Date with respect to the purchase of any Option Shares, the Company shall reimburse the Underwriters severally on demand for all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters), incurred in connection with the proposed purchase of any such Option Shares; provided that if this
Agreement is terminated by the Representatives pursuant to Section 9 hereof, the Company will have no obligation to reimburse any defaulting Underwriter.

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 8. Indemnification and Contribution .

 (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and
agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, the
Prospectus, any Issuer Free Writing Prospectus (including, for the avoidance of doubt, in any road show as defined in Rule 433(h) under the Securities Act), or any other materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of the offering of the Securities (if any), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any documented legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being
understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
 (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in the first sentence of the fifth paragraph and
thirteenth paragraph other than the fourth, seventh and ninth sentences in the Preliminary Prospectus and the Prospectus constitute

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the only information furnished in writing by or on behalf of the several Underwriters for inclusion in registration statement for the registration of the Securities as originally filed or in any
amendment thereof, or in the Base Prospectus, the Prospectus, or any Issuer Free Writing Prospectus (including, for the avoidance of doubt, in any road show as defined in Rule 433(h) under the Securities Act), or any other materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (if any).

 (c) [Reserved].

 (d) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party
(i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be
entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided , however , that such counsel shall be satisfactory to the indemnified party.
Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel, in addition to local counsel) if
(i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does
not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

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 (e) In the event that the indemnity provided in paragraph (a) or
(b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “ Losses ”) to which the Company and one or more of the Underwriters may be subject in such proportion as
is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other hand from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering
(before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault
shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one
hand or the Underwriters on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (e),
in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of
any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this paragraph (e), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person
who controls the Company within the meaning of either the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of this paragraph (e). The Underwriters’ obligations to contribute pursuant to this paragraph (e) are several in proportion to their respective purchase obligations
hereunder and not joint.

 33

 9. Default by an Underwriter . If any one or more Underwriters shall fail to purchase
and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite
the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided , however , that in the event that the aggregate amount of Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under
any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as
the Representatives shall determine in order that the required changes in the Disclosure Package, the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

 10. Termination . This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to
the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) (A) trading in the Company’s Common Stock shall have been suspended by the SEC on Nasdaq or (B) trading in
securities generally on the New York Stock Exchange or the Nasdaq Global Market shall have been suspended or limited or minimum prices shall have been established on either of such exchanges, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearan…

EX-4.1 · d163713dex41.htm

EX-4.1
 3
 d163713dex41.htm
 EX-4.1

 Exhibit 4.1

 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

 Number of Shares: [•]
 (subject
to adjustment)

 Warrant No. [•]

 Original Issue Date: [•], 2026

 Shattuck Labs, Inc., a Delaware corporation (the “ Company ”), hereby certifies that,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company
up to a total of [•] shares of common stock, $0.0001 par value per share (the “ Common Stock ”), of the Company (each such share, a “ Warrant Share ” and all such shares, the “ Warrant
Shares ”) at an exercise price per share equal to $0.0001 (the “ Exercise Price ”), in each case, as adjusted from time to time as provided in Section 9 , upon surrender of this Pre-Funded Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “ Warrant ”) at any time and from time to time on
or after the date hereof (the “ Original Issue Date ”).
 1. Definitions . For purposes of this
Warrant, the following terms shall have the following meanings:
 “ Affiliate ” means, with respect to any Person, any
other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.

 “ Attribution Parties ” means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates
of the Holder, (ii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any Attribution Parties and (iii) any other Persons whose beneficial ownership of the Company’s Common Stock would or
could be aggregated with the Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other
Attribution Parties to the Maximum Percentage.
 “ Closing Sale Price ” means, for any security as of any date, the last
trade price for such security on the Principal Trading Market for such security, as reported by Nasdaq.com, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade price, then the last
trade price of such security prior to 4:00 P.M., New York City time, as reported by Nasdaq.com, or if the foregoing do not apply, the last trade price of such security in the
 over-the-counter market on the electronic bulletin board for such security as reported by Nasdaq.com. If the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 “ Commission ” means the U.S. Securities and Exchange Commission.

 “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated
thereunder.
 “ Group ” shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related
rules, regulations and jurisprudence.
 “ Person ” means an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity or organization.

 “ Principal Trading Market ” means the national securities exchange or other trading market on which the Common Stock is
primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.

 “ Registration Statement ” means the Company’s registration statement on Form
 S-3 (File No. 333-292697), which was filed on January 13, 2026 and became effective on January 21, 2026.

 “ Securities Act ” means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated
thereunder.
 “ Standard Settlement Period ” means the standard settlement period, expressed in a number of Trading Days,
for the Principal Trading Market with respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original Issue Date was “T+1.”

 “ Trading Day ” means any weekday on which the Principal Trading Market is normally open for trading.

 “ Transfer Agent ” means Equiniti Trust Company, LLC, the Company’s transfer agent and registrar for the Common Stock,
and any successor appointed in such capacity.
 2. Issuance of Securities; Registration of Warrants . The Warrant, as
initially issued by the Company, is offered and sold pursuant to the Registration Statement. As of the Original Issue Date, the Warrant Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming issuance pursuant to
the Registration Statement or an exchange meeting the requirements of Section 3(a)(9) of the Exchange Act as in effect on the Original Issue Date, the Warrant Shares, are not “restricted securities” under Rule 144 promulgated under
the Securities Act. The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder (which shall include the initial
Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of
any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 2

 3. Registration of Transfers . Subject to compliance with all applicable
securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any).
Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “ New Warrant ”) evidencing the portion of this Warrant so transferred shall be issued
to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own
expense any New Warrant under this Section 3 . Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be
affected by any notice to the contrary.
 4. Exercise of Warrants .

 (a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant (including
 Section 11 ) at any time and from time to time on or after the Original Issue Date, and such rights shall not expire.

 (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1
hereto (the “ Exercise Notice ”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless
exercise” if so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof)
is an “Exercise Date .” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. No wet ink original Exercise Notice shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase
the remaining number of Warrant Shares, if any.
 (c) The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree
that, by reason of the provisions of this section, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.
 5. Delivery of Warrant Shares .

 (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than the number of Trading Days comprising the Standard
Settlement Period following the Exercise Date), upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance
account with The Depository Trust Company (“ DTC ”) through its Deposit Withdrawal Agent Commission system, or if the Transfer Agent is not participating in the Fast Automated

 3

Securities Transfer Program (the “ FAST Program ”) or if the certificates or book entry position are required to bear a legend regarding restriction on transferability, issue and
dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The
Holder, or any natural person or legal entity (each, a “ Person ”) permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise
Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be.

 (b) In addition to any other rights available to the Holder, if the Company fails to credit the Holder’s balance account with DTC for
such number of Warrant Shares to which the Holder is entitled in the manner required pursuant to Section 5(a) within the Standard Settlement Period following the Exercise Date (other than a failure caused by incorrect or
incomplete information provided by Holder to the Company) and the Holder or the Holder’s broker on its behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of
the Warrant Shares which the Holder anticipated receiving upon such exercise (a “ Buy-In ”), then the Company shall, within two Trading Days after the Holder’s request and in the
Holder’s sole discretion, promptly honor its obligation to deliver to the Holder or its designee the Warrant Shares pursuant to Section 5(a) and pay cash to the Holder in an amount equal to the excess (if any) of the
Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In, less the product of (A) the number of shares of Common Stock
purchased in the Buy-In, times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date. The Holder shall provide the Company written notice promptly after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In together with applicable confirmations and other evidence reasonably requested by the Company.

 (c) To the extent permitted by law and subject to Section 5(b) , the Company’s obligations to issue and
deliver Warrant Shares in accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective of any action or inaction by the Holder to
enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation
of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b) , nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant Shares; provided, however, that the Holder shall not be entitled to both
(i) require the Company to reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the
Company had timely complied with its delivery requirements under Section 5(a).

 4

 6. Charges, Taxes and Expenses . Issuance and delivery of Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such shares, all of which taxes and expenses
shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other than that of the
Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

 7. Replacement of Warrant . If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to
be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in
such case) and, in each case, a customary and reasonable contractual indemnity, if requested by the Company. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the
Company as a condition precedent to the Company’s obligation to issue the New Warrant.
 8. Reservation of Warrant
Shares . The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, solely for the
purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9 ). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as
may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which
the Common Stock may be listed. The Company further covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.

 9. Certain Adjustments . The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant (the
“ Number of Warrant Shares ”) are subject to adjustment from time to time as set forth in this Section 9 .

 (a) Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines
its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock of the Company, then in each such case the Number of
Warrant Shares shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately

 5

after such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, provided, however, that if such record date shall have been fixed and such dividend is not
fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the
time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination or issuance.

 (b) Pro Rata Distributions . If, on or after the Original Issue Date, the Company shall declare or make any dividend or other pro rata
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options,
evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but, for the avoidance of doubt, excluding any distribution of shares of
Common Stock subject to Section 9(a) , any distribution of Purchase Rights (as defined below) subject to Section 9(c) and any Fundamental Transaction (as defined below) subject to
 Section 9(d) ) (a “ Distribution ”) then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage (as defined below))
immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
(provided, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Distribution to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such
Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

 (c) Purchase Rights . If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of any class of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon
the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any
limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is
taken,

 6

the date as of which the record holders of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, that to the extent that the Holder’s right to
participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be
entitled to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and at the Holder’s election, in its sole discretion, either (1) such Purchase Right to such extent shall
be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation or (2) the Company shall
offer the Holder the right upon exercise of such Purchase Right to acquire a security (e.g. a pre-funded warrant) that would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage but will otherwise to the extent possible have economic and other rights, preferences and privileges substantially consistent and on par with the securities or other property issuable upon exercise of the originally offered Purchase
Rights). As used in this Section 9(c) , (i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible
Securities” mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

 (d) Fundamental Transactions . If, at any time while this Warrant is outstanding (i) the Company effects any merger or
consolidation of the Company with or into another Person, in which the Company is not the surviving entity or in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50%
of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one or a series of related transactions,
(iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such
other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, triangular merger, spin-off or scheme of arrangement) with another Person whereby such other Person acquires (directly or indirectly) more than 50% of the capital stock of the Company (either by voting power or economic interest)
(except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the
Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision
or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a “ Fundamental Transaction ”), then following such Fundamental Transaction the Holder shall have the right to
receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (including any Distributions or Purchase Rights then held in abeyance pursuant to Sections 9(b) or 9(c) above) without regard
to any limitations on exercise contained

 7

herein (the “ Alternate Consideration ”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration
includes securities of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or
(ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate
Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply to subsequent transactions analogous
to a Fundamental Transaction type.
 (e) Number of Warrant Shares . Simultaneously with any adjustment to the Number of Warrant
Shares pursuant to Section 9 , the Exercise Price shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased Number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock then in effect.

 (f) Calculations . All calculations under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.
 (g) Notice of Adjustments . Upon the
occurrence of each adjustment pursuant to this Section 9 , the Company at its expense will promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth
such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such
adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Transfer Agent.

 (h) Notice of Corporate Events . If, while this Warrant is outstanding, the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company,
then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such transaction at least ten days prior
to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall
not affect the validity of the corporate action required to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating or solicits stockholder approval
for any Fundamental Transaction contemplated by Section 9(d) , other than a Fundamental Transaction under clause (iii) of Section 9(d), then, except if such notice and the contents thereof
shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such Fundamental Transaction at least 30 days prior to the date such Fundamental Transaction
is consummated.

 8

 10. Payment of Exercise Price . Notwithstanding anything contained
herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares determined
as follows:
 X = Y [(A-B)/A]

 where:

 “X” equals the number of Warrant Shares to be issued to the Holder;

 “Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;

 “A” equals the Closing Sale Price of the shares of Common Stock as of the Trading Day on the date immediately
preceding the Exercise Date; and
 “B” equals the Exercise Price then in effect for the applicable Warrant
Shares at the time of such exercise.
 For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Original Issue
Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). Except as set forth in Section 5(b) (buy-in
remedy) and Section 12 (No Fractional Shares), in no event will the exercise of this Warrant be settled in cash.

 11. Limitations on Exercise .

 (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and
the Holder of this Warrant shall not exercise any portion of the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise,
the Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the
“ Maximum Percentage ”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the
aggregate number of shares of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder together with the
Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon
(i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the

 9

Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any
Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Paragraph
11(a) , beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules
promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission,
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and
outstanding shares, the “ Reported Outstanding Share Number ”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail
to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to
acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the
Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of
shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this
 Section 11(a) , to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is
reduced, the “ Reduction Shares ”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number
was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum
Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate
beneficial ownership exceeds the Maximum Percentage (the “ Excess Shares ”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to
transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written
notice to the Company, a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage
will not be effective until the 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change.

 10

 (b) This Section 11 shall not restrict the number of shares of
Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental
Transaction as contemplated in Section 9(d) of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be
beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated
thereunder, including Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any
subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to
correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or
desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

 12. No Fractional Shares . No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In
lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale
Price) for any such fractional shares.
 13. Notices . Any and all notices or other communications or deliveries
hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via e-mail at the e-mail address specified by the Company prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission,
if such notice or communication is delivered via confirmed e-mail at the e-mail address specified by the Company on a day that is not a Trading Day or later than 5:30
P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person
to whom such notice is required to be given, if by hand delivery.
 14. Warrant Agent . The Company shall initially
serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last
address as shown on the Warrant Register. The e-mail address for purposes of providing notice hereunder is: [    ].

 11

 15. Miscellaneous .

 (a) No Rights as a Stockholder . Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such
Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to
receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
 (b) Further Assurances . Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase
the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this
Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 (c) Successors and Assigns . Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This
Warrant may not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their
respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.

 12

 (d) Amendment and Waiver . This Warrant may be amended only in writing signed by the
Company and the Holder, or their successors and assigns. Except as otherwise provided herein, the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder.
 (e) Acceptance . Receipt of this Warrant by the Holder shall constitute acceptance of and agreement
to all of the terms and conditions contained herein.
 (f) Governing Law; Jurisdiction . ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE
HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION
CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA
REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

 (g) Headings . The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit
or affect any of the provisions hereof.
 (h) Severability . If any part or provision of this Warrant is held unenforceable or in
conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or
provision in a valid and enforceable manner, and the remainder of this Warrant shall remain binding upon the parties hereto.
 [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

 13

 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.

 SHATTUCK LABS, INC.

 By:

 Name: Andrew Neill

 Title: Chief Financial Officer

 SCHEDULE 1

 FORM OF EXERCISE NOTICE
 [To
be executed by the Holder to purchase shares of Common Stock under the Warrant]
 Ladies and Gentlemen:

 (1) The undersigned is the Holder of Warrant No. __ (the “Warrant”) issued by Shattuck Labs, Inc. , a Delaware corporation (the
“Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
 (2) The
undersigned hereby exercises its right to purchase _____ Warrant Shares pursuant to the Warrant.
 (3) The Holder intends that payment of the Exercise
Price shall be made as (check one):

 ☐
 Cash Exercise

 ☐
 “Cashless Exercise” under Section 10 of the Warrant

 (4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $ _____ in immediately available funds to the Company in
accordance with the terms of the Warrant.
 (5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in
accordance with the terms of the Warrant. The Warrant Shares shall be delivered to the following DWAC Account Number: [    ]
 (6) By its
delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice relates.

 Dated:

      

 Name of Holder:

      

 By:

      

 Name:

      

 Title:

      

 (Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

EX-5.1 · d163713dex51.htm

EX-5.1
 4
 d163713dex51.htm
 EX-5.1

 Exhibit 5.1

 June 11, 2026
 Shattuck
Labs, Inc.
 500 W. 5th Street, Suite 1200
 Austin, TX 78701

 Re:
 Shattuck Labs, Inc.

 Registration Statement on Form S-3 (File No. 333-292697)

 Ladies and Gentlemen
 We have examined the Registration
Statement on Form S-3, File No. 333-292697 (the “ Registration Statement ”), of Shattuck Labs, Inc., a Delaware corporation (the
“ Company ”), filed with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), and the prospectus supplement
thereto dated June 9, 2026 (the “ Prospectus Supplement ”), in connection with the offering by the Company of (i) 13,69,876 shares of the Company’s common stock (the “ Common Stock ”), par value $0.0001
per share (the “ Shares ”) and (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase an aggregate of 7,870,624 shares
of Common Stock (such shares issuable upon exercise of the Pre-Funded Warrants, the “ Pre-Funded Warrant Shares ”). The Shares and the Pre-Funded Warrants are being sold pursuant to an underwriting agreement, dated June 9, 2026, among the Company and the representatives of the underwriters named therein.

 In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and
complete copies of the originals, of specimen Common Stock certificates, the form of Pre-Funded Warrant and such other documents, corporate records, certificates of officers of the Company and of public
officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity
and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

 Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that (i) the
Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable, (ii) provided that the
 Pre-Funded Warrants have been duly executed and delivered by the Company and duly delivered to the purchaser thereof against payment therefor, then the Pre-Funded
Warrants, when issued and sold as described in the Registration Statement, assuming a sufficient number of Pre-Funded Warrant Shares are at the time available for issuance, will be valid and legally binding
obligations of the Company,

 Gibson, Dunn &
Crutcher LLP
 One Embarcadero Center Suite 2600 | San Francisco, CA 94111-3715 | T: 415.393.8200 | F: 415.393.8306 | gibsondunn.com

 June 11, 2026

 Page 2
 enforceable against the Company in
accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding at law or in equity) and implied covenants of good faith and fair dealing, and (iii) the Pre-Funded Warrant Shares, when issued
upon a valid exercise of the Pre-Funded Warrants in accordance with their terms, will have been duly authorized and validly issued and will be fully paid and
 non-assessable.
 We consent to the filing of this opinion as an exhibit to the Registration Statement, and we
further consent to the use of our name under the caption “ Legal Matters ” in the Registration Statement and the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 Very truly yours,

 /s/ Gibson, Dunn & Crutcher LLP