UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 142, 2025

___________________________________________

WEREWOLF THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

___________________________________________


Delaware	001-40366	82-3523180
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


200 Talcott Ave, 2nd Floor
Watertown, Massachusetts		02472
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 952-0555

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

HOWL

The Nasdaq Global Select Market

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	HOWL	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 23.0201. ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~On August 14, 2025,~~ Werewolf Therapeutics, Inc., ~~a Delaware corporation~~ (the “Company”) is saddened to report that Dr. Alon Lazarus, ~~issued~~Ph.D., a ~~press~~member ~~release~~of ~~announcing~~the ~~financial~~Company’s ~~results~~Board ~~for~~of Directors (the ~~quarter~~“Board”), ~~ended~~passed ~~June~~away on September 30, 2025. ADr. Lazarus ~~copy~~joined the Company’s Board in August 2019 and served as Chair of the ~~press~~Compensation ~~release~~Committee isand ~~being~~as ~~furnished~~a asmember ~~Exhibit~~of 99the Audit Committee.1 The Company is grateful for Dr. Lazarus’s dedication and service to ~~this~~the ~~Current~~Company ~~Report~~and onrecognize ~~Form~~his ~~8-K~~unique insights and ardent support of the Company. The Company’s management and Board extend their sincerest condolences to Dr. Lazarus’s family.

~~The~~Dr. Lazarus’s ~~information~~death ~~contained~~reduced inthe ~~Item~~number ~~2.02~~of indirectors ~~this~~currently ~~Current~~serving ~~Report~~ on ~~Form~~the ~~8-K,~~Company’s ~~including~~Audit ~~Exhibit~~Committee ~~99.1~~to two, ~~shall~~rendering ~~not~~the beCompany ~~deemed~~noncompliant ~~“filed”~~with ~~for~~Rule ~~purposes~~5605(c)(2) of ~~Section 18 of~~ the ~~Securities~~listing ~~Exchange~~rules ~~Act~~ of ~~1934,~~The asNasdaq ~~amended~~Stock ~~(the~~Market ~~“Exchange~~LLC ~~Act~~(“Nasdaq”), orwhich ~~otherwise~~requires ~~subject to the liabilities of~~ that ~~section, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities~~Audit ~~Act~~Committee of ~~1933,~~a asNasdaq-listed ~~amended,~~company orhave ~~the~~at ~~Exchange~~least ~~Act~~three members, ~~except~~each asmeeting ~~expressly~~independence ~~set~~and ~~forth~~certain byother ~~specific reference in such a filing~~criteria.

~~Item~~On 7October 2, 2025, the Company notified Nasdaq of the resulting non-compliance with Nasdaq listing rules caused by Dr.01 Lazarus’s passing. ~~Regulation~~Pursuant FDto ~~Disclosure~~Nasdaq Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2), which cure period will expire upon the earlier of the Company’s next annual meeting of stockholders or September 30, 2026.

OnThe ~~August 14,~~Company ~~2025,~~also informed Nasdaq that the ~~Company~~Board ~~made~~plans ~~publicly~~to ~~available~~regain oncompliance ~~its~~with ~~website~~the anlisting ~~updated~~rules ~~corporate~~at ~~presentation.~~its Aearliest ~~copy~~opportunity ofby ~~the~~appointing ~~presentation~~an isadditional ~~furnished~~independent asdirector ~~Exhibit~~of ~~99.2~~the ~~hereto~~Company ~~and~~to isfill ~~incorporated~~the ~~herein~~vacancy byon ~~reference~~the Company’s Audit Committee.

The information furnished under this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.						Description
99.1						Press release issued by the Company on August 14, 2025
99.2						Investor Presentation, dated August 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

Any statements in this Current Report on Form 8-K about the Company’s future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to substantial risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include statements regarding the Company’s strategy, future operations, prospects, plans, objectives of management, the projection of the cash runway, the expected timeline for the preclinical and clinical development of product candidates and the availability of data from such preclinical and clinical development, the timing of anticipated regulatory engagement, the potential activity and efficacy of product candidates in preclinical studies and clinical trials, and the anticipated safety profile of product candidates. The words “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “continue,” “could,” “design,” “designed to,” “engineered,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “promise,” “should,” “target,” “will,” or “would,” or the negative of these terms, or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including: uncertainties inherent in the development of product candidates, including the conduct of research activities and the initiation and completion of preclinical studies and clinical trials; uncertainties as to the availability and timing of results from preclinical studies and clinical trials; the timing of and the Company’s ability to submit and obtain regulatory approval for investigational new drug applications; whether results from preclinical studies will be predictive of the results of later preclinical studies and clinical trials; whether preliminary or interim data from a clinical trial will be predictive of the future results of the trial and future clinical trials; the Company’s ability to manage cash resources and obtain additional cash resources to fund the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements; as well as the risks and uncertainties identified in the “Risk Factors” section of the Company’s most recent Form 10-Q filed with the Securities and Exchange Commission (“SEC”), and in subsequent filings the Company may make with the SEC. In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s views as of the date of this Current Report on Form 8-K. The Company anticipates that subsequent events and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements

should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~WEREWOLF THERAPEUTICS, INC.~~	WEREWOLF THERAPEUTICS, INC.
Date: August 14, 2025	By:		/s/ Timothy W. Trost
Date: October 6, 2025		By:	/s/ Timothy W. Trost
			Timothy W. Trost
			Chief Financial Officer and Treasurer

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