Avoro Capital Advisors LLC 4
4 · Whitehawk Therapeutics, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Whitehawk Therapeutics (WHWK) 10% Owner Avoro Receives Pre-Funded Warrants
What Happened
Avoro Capital Advisors LLC (with Avoro Ventures and Dr. Behzad Aghazadeh listed as related reporting persons) acquired 6,377,714 pre-funded warrants (reported as a derivative grant) in Whitehawk Therapeutics on May 12, 2026. The instruments are reported at an effective per-share price of $3.92, for a total consideration of $25,000,001. The securities were purchased directly from the issuer in a private placement.
Key Details
- Transaction date: 2026-05-12; Form 4 filed: 2026-05-14 (appears filed within the typical 2-business-day window).
- Instrument: 6,377,714 pre-funded warrants (derivative grant, code A).
- Price / implied value: $3.92 per share-equivalent; total $25,000,001.
- Shares owned after transaction: not specified in the filing.
- Notable footnotes:
- F1: Securities acquired on behalf of accounts managed by Avoro, directly from the issuer (private placement).
- F2: Warrants are exercisable on or after May 12, 2026 but include a 19.99% beneficial ownership blocker — Avoro cannot exercise warrants to the extent doing so would push ownership above 19.99%.
- F3–F4: Filing includes Avoro entities and Dr. Aghazadeh (portfolio manager); they disclaim beneficial ownership except to the extent of pecuniary interest.
- Remark: Filing notes Avoro entities may be deemed directors by deputization because Dr. Aghazadeh serves on Whitehawk’s board.
Context
Pre-funded warrants are a derivative that can be exercised into common shares in the future; they are not immediate common-stock ownership until exercised. The 19.99% blocker limits immediate conversion, so Avoro cannot convert all warrants now. This is an institutional acquisition (Avoro is a reported ~10% owner and its portfolio manager sits on the board), not a routine open-market buy by an individual executive.
Insider Transaction Report
- Award
Pre-funded Warrant (right to buy)
[F1][F2][F3][F4]2026-05-12$3.92/sh+6,377,714$25,000,001→ 14,710,714 total(indirect: See footnotes)Exercise: $0.00→ Common Stock (6,377,714 underlying)
Footnotes (4)
- [F1]The securities reported herein were acquired on behalf of accounts managed by Avoro Capital Advisors (as defined below) directly from the Issuer in a private placement.
- [F2]Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after May 12, 2026, exercise the Pre-funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, 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"). Consequently, at this time, the Reporting Persons are not able to exercise all the Pre-Funded Warrants due to the 19.99% Blocker.
- [F3]This Form 4 is filed by Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro Capital Advisors"), Avoro Ventures LLC, a Delaware limited liability company ("Avoro Ventures") and Behzad Aghazadeh ("Dr. Aghazadeh", and together with Avoro Capital Advisors and Avoro Ventures, the "Reporting Persons"). Dr. Aghazadeh serves as the portfolio manager and controlling person of Avoro Capital Advisors and Avoro Ventures.
- [F4]The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.