Whitehawk Therapeutics, Inc.
9.00%
4,843,775
1422142
May 13, 2026
May 18, 2026, 07:03 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ANUPAM DALAL | Individual | 9.00% | 4,843,775 | 157,863 | 4,685,912 |
| ACUTA CAPITAL PARTNERS, LLC | Investment Adviser | 8.70% | 4,685,912 | 0 | 4,685,912 |
| Acuta Capital Fund, LP | Partnership | 6.60% | 3,538,288 | 0 | 3,538,288 |
Disclosure Items (7)
Common Stock
Whitehawk Therapeutics, Inc.
2 HEADQUARTERS PLAZA, MORRISTOWN, NJ, 07960
The reporting persons are: Acuta Capital Partners, LLC, a Delaware limited liability company ("Acuta") Acuta Capital Fund, LP, a Delaware limited partnership (the "Partnership") Anupam Dalal The Partnership is filing this statement jointly with the other reporting persons, but not as a member of a group, and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13D on behalf of Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13D. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
255 Shoreline Drive, Suite 515, Redwood City, CA 94065
Acuta is an investment adviser to, and the general partner of, the Partnership and Acuta Opportunity Fund, L.P. (collectively, the "Funds"). Mr. Dalal is the manager and control person of Acuta.
During the last five years, none of the reporting persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
For citizenship of the reporting persons, see Item 6 of each reporting person's cover page.
The Funds used $59,388,056.89 of their working capital to purchase Common Stock, including $32,746,667.74 paid by the Partnership. For his services as a director, Mr. Dalal has received 1,130 shares of the Issuer's Common Stock and options to acquire 156,733 shares of the Issuer's Common Stock under the Issuer's equity incentive plans.
Aggregate number of shares beneficially owned by the reporting persons: Acuta: 4,685,912 Anupam Dalal: 4,843,775 Partnership: 3,538,288 Aggregate percentage of the class of Common Stock beneficially owned by the reporting persons: Acuta: 8.7% Anupam Dalal: 9.0% Partnership: 6.6%
Number of shares as to which the each reporting person has: (i) Sole power to vote or to direct the vote: Acuta: 0 Anupam Dalal: 157,863 Partnership: 0 (ii) Shared power to vote or to direct the vote: Acuta: 4,685,912 Anupam Dalal: 4,685,912 Partnership: 3,538,288 (iii) Sole power to dispose or to direct the disposition of: Acuta: 0 Anupam Dalal: 157,863 Partnership: 0 (iv) Shared power to dispose or to direct the disposition of: Acuta: 4,685,912 Anupam Dalal: 4,685,912 Partnership: 3,538,288
The Funds purchased 1,275,510 shares of the Issuer's Common Stock from the Issuer in a private placement that closed on May 14, 2026, for a purchase price of $3.92. The Partnership purchased 1,002,800 of those shares.
Not applicable.
Not applicable.
The reporting persons' responses to Item 6 of the Schedule 13D is hereby supplemented as follows: Securities Purchase Agreement On May 12, 2026, the Funds entered into a Securities Purchase Agreement with the Issuer (the "Purchase Agreement") pursuant to which the Issuer agreed to sell 1,275,510 shares of the Issuer's Common Stock for a purchase price of $3.92. This purchase was part of a larger transaction (the "PIPE Financing") entered into by the Issuer with the Funds and other investors (the "PIPE Investors") pursuant to which the Issuer agreed to sell to the PIPE Investors shares of Common Stock and pre-funded warrants to acquire Common Stock. At the closing of the PIPE Financing, the Issuer entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the PIPE Investors. Pursuant to the Registration Rights Agreement, the Issuer will prepare and file a resale registration statement with the SEC on or prior to 30 days following the closing of the PIPE Financing. The Issuer will use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 calendar days following the closing of the PIPE Financing (or within 90 calendar days following the closing of the PIPE Financing if the SEC reviews such registration statement), subject to acceleration under certain circumstances. The Issuer also agreed, among other things, to indemnify each participating holder, their officers, directors, members, employees, and agents, successors and assigns, and each other person, if any, who controls such participating holder within the meaning of the Securities Act of 1933, under the registration statement against certain losses, claims, damages, liabilities and expenses incident to the Issuer's obligations under the Registration Rights Agreement. The foregoing summary of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the forms of Subscription Agreement and Registration Rights Agreement, which are included as Exhibits 99.5 and 99.6, respectively hereto, and are incorporated herein by reference.
Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. Exhibit 99.2 - Subscription Agreement, dated December 19, 2024, by and between Whitehawk Therapeutics, Inc and each purchaser identified on Exhibit A thereto, attached as Exhibit 10.2 to the Issuer's Form 8-K filed on December 20, 2024, and incorporated herein by reference. Exhibit 99.3 - Form of Registration Rights Agreement by and among Whitehawk Therapeutics, Inc and the purchasers party thereto, attached as Exhibit 10.3 to the Issuer's Form 8-K filed on December 20, 2024, and incorporated herein by reference. Exhibit 99.4 - Form of Voting and Support Agreement, dated as of December 19, 2024, by and among KAKEN INVESTMENTS INC., Whitehawk Therapeutics, Inc and the stockholders of Aadin Bioscience, Inc. party thereto, attached as Exhibit 10.1 to the Issuer's Form 8-K filed on December 20, 2024, and incorporated herein by reference. Exhibit 99.5 - Securities Purchase Agreement, dated May 12, 2026, by and among the Issuer and each purchaser identified on Exhibit A thereto, attached as Exhibit 10.1 to the Issuer's Form 8-K filed on May 13, 2026. Exhibit 99.5 - Form of Registration Rights Agreement, by and among the Issuer and the purchasers party thereto, attached as Exhibit 10.2 to the Issuer's Form 8-K filed on May 13, 2026.