Whitehawk Therapeutics, Inc. 8-K

What Happened Whitehawk Therapeutics, Inc. announced a private investment in public equity (PIPE) financing totaling $87.5 million. Under the Securities Purchase Agreement dated May 12, 2026, the company agreed to sell 4,330,866 shares of common stock at $3.92 per share and 17,991,021 pre‑funded warrants at $3.9199 each. The pre‑funded warrants are immediately exercisable at $0.0001 per share and include beneficial‑ownership caps (4.99%, 9.99% or 19.99% at the holder’s election, adjustable with 61 days’ notice). The PIPE financing is expected to close on May 14, 2026, subject to customary conditions.

Key Details

• Total proceeds: $87,500,000 (aggregate purchase price).
• Securities: 4,330,866 common shares at $3.92 each; 17,991,021 pre‑funded warrants at $3.9199 each.
• Insiders participation: Certain executive officers, affiliated director funds, and a director committed to $39,750,000 of the financing; their participation was reviewed and approved by an independent pricing committee and disinterested audit committee members.
• Other terms: 60‑day lock‑up for officers and directors after closing; registration rights require the company to file a resale registration statement within 30 days and use commercially reasonable efforts to have it declared effective within 60 days (90 days if SEC review). Placement agents: Jefferies, Leerink, Oppenheimer, Citizens JMP, and JonesTrading.

Why It Matters This transaction provides Whitehawk with immediate capital ($87.5M) to support corporate needs (e.g., development programs, operations), while allowing many purchaser shares to be converted and later registered for resale under a registration rights agreement. Insider participation is material (nearly half of the raise), which the board’s independent committee approved—important for investor governance context. The pre‑funded warrants permit purchasers to take equity now without broad immediate dilution risks tied to cash exercise (exercise price is nominal), but resale and ownership limits and lock‑ups will affect timing and potential future share supply. The offering was structured as a private sale exempt from SEC registration under Section 4(a)(2).