Avoro Capital Advisors LLC 4

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.