Whitehawk Therapeutics, Inc.
19.99%
18,292,675
1422142
May 11, 2026
May 14, 2026, 08:04 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Avoro Capital Advisors LLC | Investment Adviser | 19.99% | 15,893,516 | 15,893,516 | 0 |
| Behzad Aghazadeh | Individual | 19.99% | 18,292,675 | 18,292,675 | 0 |
| Avoro Ventures LLC | Investment Adviser | 4.10% | 2,288,950 | 2,288,950 | 0 |
Disclosure Items (6)
Common stock, par value $0.0001 per share
Whitehawk Therapeutics, Inc.
2 HEADQUARTERS PLAZA, MORRISTOWN, NJ, 07960
The Pre-Funded Warrants to purchase 6,377,714 shares of Common Stock were acquired on behalf of Avoro Life Sciences by Avoro Capital for an aggregate purchase price of approximately $25,000,001 including brokerage commissions, using the working capital of Avoro Life Sciences.
See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 68,494,043 shares of Common Stock, which is the sum of (i) 49,452,463 shares of Common Stock outstanding as of May 4, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed by the Issuer with the Securities and Exchange Commission on May 7, 2026, (ii) 4,330,866 shares of Common Stock to be issued pursuant to the 2026 PIPE Financing, as disclosed on the Issuer's Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 13, 2026 and (iii) 14,710,714 shares of Common Stock to be issued based upon the exercise of the Pre-Funded Warrants held pursuant to the 2024 PIPE Financing and the 2026 PIPE Financing, subject to the 19.99% Blocker (as defined below). Pursuant to the terms of the Pre-Funded Warrants, the Reporting Persons cannot exercise any of the Pre-Funded Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 19.99% of the outstanding Common Stock (the "19.99% Blocker"). The percentage set forth in Row (13) and the number of shares of Common Stock on rows (7), (9) and (11) of the cover page for each Reporting Person give effect to the 19.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all the Pre-Funded Warrants held by the Funds due to the 19.99% Blocker.
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
No transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days.
The information disclosed in Item 4 of this Amendment No. 5 to the Schedule 13D is incorporated herein by reference.
Exhibit 99.10: 2026 Securities Purchase Agreement, dated May 12, 2026, by and among the Issuer and the purchasers identified on Exhibit A thereto (incorporated herein by reference in Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on May 13, 2026). Exhibit 99.11: Form of Pre-Funded Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Issuer on May 13, 2026). Exhibit 99.12: Form of 2026 Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Issuer on May 13, 2026).