Strategic review, Jazz asset sale and Q1 loss at Werewolf Therapeutics (NASDAQ: HOWL)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Werewolf Therapeutics reported first quarter 2026 results and outlined major corporate moves alongside an ongoing strategic review led by Piper Sandler. The company entered an asset purchase agreement giving Jazz Pharmaceuticals exclusive global rights to JZP898 and repaid all amounts owed under its loan with K2 HealthVentures.
Cash and cash equivalents were $46.5 million as of March 31, 2026, down from $57.1 million at year-end 2025. First quarter research and development expenses fell to $8.2 million from $13.1 million a year earlier, while general and administrative expenses were $5.1 million, slightly above $4.9 million in 2025. Net loss narrowed to $13.5 million from $18.1 million, or $0.28 per basic and diluted share versus $0.40.
Working capital declined to $10.2 million and stockholders’ equity to $12.2 million as of March 31, 2026, reflecting continued operating losses and leverage, including $28.8 million of notes payable before the subsequent loan repayment.
Positive
- None.
Negative
- Balance sheet pressure and strategic review: Cash, working capital, and stockholders’ equity all declined as of March 31, 2026 while the company continues to explore strategic alternatives, underscoring financial strain alongside ongoing operating losses.
Insights
Q1 loss narrows, but balance sheet tightens as Werewolf pursues strategic options.
Werewolf Therapeutics reduced its first quarter 2026 net loss to $13.5M from $18.1M, mainly through lower research and development spending of $8.2M versus $13.1M a year earlier. General and administrative costs were relatively stable at $5.1M.
Despite narrower losses, liquidity weakened. Cash fell to $46.5M, working capital dropped to $10.2M, and stockholders’ equity declined to $12.2M as of March 31, 2026, alongside notes payable of $28.8M, later repaid.
The asset purchase agreement transferring global rights to JZP898 to Jazz Pharmaceuticals and full repayment of the K2 HealthVentures loan reshape the asset and liability mix while the company evaluates strategic alternatives. Future disclosures in company filings may specify how these steps affect its cash runway and pipeline focus.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash and cash equivalents: $46.5M
Research and development expenses: $8.2M
General and administrative expenses: $5.1M
+5 more
8 metrics
Cash and cash equivalents
$46.5M
As of March 31, 2026; vs $57.1M at December 31, 2025
Research and development expenses
$8.2M
Q1 2026; vs $13.1M in Q1 2025
General and administrative expenses
$5.1M
Q1 2026; vs $4.9M in Q1 2025
Net loss
$13.5M
Q1 2026; vs $18.1M in Q1 2025
Net loss per share
$0.28
Basic and diluted, Q1 2026; vs $0.40 in Q1 2025
Working capital
$10.2M
As of March 31, 2026; vs $22.4M at December 31, 2025
Stockholders’ equity
$12.2M
As of March 31, 2026; vs $24.8M at December 31, 2025
Notes payable
$28.8M
Net of discount and issuance costs, as of March 31, 2026
Key Terms
strategic alternatives, asset purchase agreement, going concern, forward-looking statements, +2 more
6 terms
strategic alternatives financial
"continues to explore a range of alternatives available to the Company to maximize shareholder value"
Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.
asset purchase agreement financial
"we have entered into an asset purchase agreement with Jazz Pharmaceuticals Ireland Limited"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
going concern financial
"the Company’s ability to continue as a going concern; as well as the risks and uncertainties"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
forward-looking statements regulatory
"may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
INDUKINE molecules technical
"Werewolf’s INDUKINE molecules are intended to remain inactive in peripheral tissue yet activate selectively"
investigational new drug applications regulatory
"the Company’s ability to submit and obtain regulatory approval for investigational new drug applications"
An investigational new drug application is the formal request a drug developer files with a regulatory agency to begin testing an experimental medicine in humans. Think of it as asking permission to move from lab work into human trials; it matters to investors because approval to start clinical testing signals a clear development milestone, unlocks further funding and partnerships, and helps determine the timeline and risk for potential future sales.
Earnings Snapshot
Net loss: $13.5M
Q1 2026
Net loss
$13.5M
Net loss per share (basic and diluted)
$0.28
Research and development expenses
$8.2M
General and administrative expenses
$5.1M
Cash and cash equivalents
$46.5M
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): May 7, 2026
___________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________
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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: | ||||||||||||||
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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 2.02. Results of Operations and Financial Condition.
On May 7, 2026, Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended March 31, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 May 7, 2026 | |||||||
| 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, including potential strategic partnerships, the Company’s exploration and evaluation of strategic alternatives and the ability of any such strategic alternative to provide stockholder value, 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 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; the Company’s ability to continue as a going concern; as well as the risks and uncertainties identified in the “Risk Factors” section of the Company’s most recent Form 10-K 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. | ||||||||
Date: May 7, 2026 | By: | /s/ Michael Urban | ||||||
| Michael Urban | ||||||||
| Vice President of Finance and Corporate Controller | ||||||||
Exhibit 99.1
Werewolf Therapeutics Reports First Quarter 2026 Financial Results and Recent Corporate Updates
– Company continues to evaluate strategic options to maximize shareholder value –
Watertown, Mass., May 7, 2026 (GLOBE NEWSWIRE) – Werewolf Therapeutics, Inc. (the “Company” or “Werewolf”) (Nasdaq: HOWL), an innovative biopharmaceutical company pioneering the development of conditionally activated therapeutics engineered to stimulate the body’s immune system for the treatment of cancer and other immune-mediated conditions, today provided a business update and reported financial results for the first quarter ended March 31, 2026.
“Werewolf, assisted by its exclusive financial advisor, Piper Sandler & Co. (“Piper Sandler”), continues to explore a range of alternatives available to the Company to maximize shareholder value,” said Daniel J. Hicklin, Ph.D., President and Chief Executive Officer of Werewolf. “As will be disclosed in more detail in our Quarterly Report on Form 10-Q that will be filed today, we have entered into an asset purchase agreement with Jazz Pharmaceuticals Ireland Limited (“Jazz”) by which Jazz has acquired exclusive global development and commercialization rights to JZP898, an IFNα program, which was previously exclusively licensed by Jazz pursuant to a collaboration and license agreement entered into in 2022. Additionally, we have repaid all amounts owed under the loan and security agreement dated May 2, 2024, with K2 HealthVentures LLC (“K2”) as of May 6, 2026. We continue to explore options for our INDUKINE and INDUCER platforms and programs.”
Financial Results for the First Quarter of 2026:
•Cash position: As of March 31, 2026, cash and cash equivalents were $46.5 million, compared to $57.1 million as of December 31, 2025. Subsequent to the end of the first quarter of 2026, the Company entered into the asset purchase agreement with Jazz and repaid all obligations under the loan and security agreement with K2, in each case as described above. The Company plans to update cash runway guidance in the near future.
•Research and development expenses: Research and development expenses were $8.2 million for the first quarter of 2026, compared to $13.1 million for the same period in 2025.
•General and administrative expenses: General and administrative expenses were $5.1 million for the first quarter of 2026, compared to $4.9 million for the same period in 2025.
•Net loss: Net loss was $13.5 million for the first quarter of 2026, compared to $18.1 million for the same period in 2025.
About Werewolf Therapeutics:
Werewolf Therapeutics, Inc., is an innovative biopharmaceutical company pioneering the development of therapeutics engineered to stimulate the body’s immune system for the treatment of cancer and other immune-mediated conditions. The Company has leveraged its proprietary PREDATOR® platform to design conditionally activated INDUKINETM and INDUCERTM molecules that stimulate both adaptive and innate immunity with the goal of addressing the limitations of conventional proinflammatory immune therapies. Werewolf’s INDUKINE molecules are intended to remain inactive in peripheral tissue yet activate selectively in the tumor microenvironment. The Company’s most advanced clinical stage product candidates, WTX-124 and WTX-330, are systemically delivered, conditionally activated Interleukin-2 (IL-2) and Interleukin-12 (IL-12) INDUKINE molecules, respectively, for the treatment of solid tumors. Werewolf has leveraged positive data from its INDUKINE molecules to advance the development of INDUCER molecules. Werewolf’s first INDUCER development candidates, WTX-1011 and WTX-2022, target STEAP1 for prostate cancer and CDH6 for ovarian and kidney cancer, respectively. To learn more visit www.werewolftx.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this press release, including statements regarding Werewolf’s strategy, future operations, prospects, plans, and objectives of management, including potential strategic partnerships; Werewolf’s exploration and evaluation of strategic alternatives and the ability of any such strategic alternative to provide stockholder value; 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 potential activity and efficacy of product candidates in preclinical studies and clinical trials; and the anticipated safety profile of product candidates constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. 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 identify strategic alternatives to advance its promising platform and drug development pipeline to maximize stockholder value; 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; the Company’s ability to continue as a going concern; as well as the risks and uncertainties identified in the “Risk Factors” section of the Company’s most recent Form 10-K 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 press release represent the Company’s views as of the date of this press release. 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 press release.
The Company does not have a defined timeline for the exploration and evaluation of strategic alternatives and cannot confirm that the process will result in any strategic alternative being announced or consummated. The Company cannot provide any commitment regarding when or if this strategic evaluation process will result in any type of transaction, and there can be no assurance that such activities will result in any agreements or transactions that will enhance stockholder value. The Company does not intend to discuss or disclose further developments during this process unless and until its board of directors has approved a specific action or the Company has otherwise determined that further disclosure is appropriate.
WEREWOLF®, the WEREWOLF logo, PREDATOR®, INDUKINETM, INDUCERTM, and other Werewolf trademarks, service marks, graphics and logos are trade names, trademarks or registered trademarks of Werewolf Therapeutics, Inc., in the United States or other countries. All rights reserved.
Werewolf Therapeutics, Inc.
Condensed Consolidated Statements of Operations (unaudited)
(amounts in thousands, except share and per share data)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Operating expenses: | |||||||||||
Research and development | $ | 8,181 | $ | 13,120 | |||||||
General and administrative | 5,090 | 4,871 | |||||||||
Total operating expenses | 13,271 | 17,991 | |||||||||
Operating loss | (13,271) | (17,991) | |||||||||
| Other expense | (261) | (98) | |||||||||
Net loss | $ | (13,532) | $ | (18,089) | |||||||
| Net loss per common share, basic | $ | (0.28) | $ | (0.40) | |||||||
| Net loss per common share, diluted | $ | (0.28) | $ | (0.40) | |||||||
| Weighted-average common shares outstanding, basic | 48,596,817 | 44,827,159 | |||||||||
| Weighted-average common shares outstanding, diluted | 49,388,181 | 44,827,159 | |||||||||
Werewolf Therapeutics, Inc.
Selected Condensed Consolidated Balance Sheet Data (unaudited)
(amounts in thousands)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | 46,450 | $ | 57,050 | |||||||
| Working capital | $ | 10,215 | $ | 22,438 | |||||||
| Total assets | $ | 58,022 | $ | 69,396 | |||||||
| Total notes payable, net of discount and issuance costs | $ | 28,831 | $ | 28,236 | |||||||
| Total stockholders’ equity | $ | 12,202 | $ | 24,805 | |||||||
Company Contact:
Jonathan Owen
SVP, General Counsel and Secretary
Werewolf Therapeutics
jowen@werewolftx.com
Piper Sandler Contacts:
Peter Day
Managing Director,
Piper Sandler & Co.
peter.day@psc.com
Michael Burton-Williams
Executive Director,
Piper Sandler & Co.
michael.burton-williams@psc.com
FAQ
What were Werewolf Therapeutics (HOWL) Q1 2026 net loss and EPS?
Werewolf Therapeutics reported a Q1 2026 net loss of $13.5 million, compared with $18.1 million in Q1 2025. Net loss per common share was $0.28 basic and diluted, versus $0.40 a year earlier, reflecting lower operating expenses during the quarter.
How much cash did Werewolf Therapeutics (HOWL) have at March 31, 2026?
As of March 31, 2026, Werewolf Therapeutics held $46.5 million in cash and cash equivalents, down from $57.1 million at December 31, 2025. The press release notes this preceded the Jazz asset purchase agreement and repayment of the K2 HealthVentures loan.
What strategic alternatives is Werewolf Therapeutics (HOWL) evaluating?
Werewolf Therapeutics, with exclusive advisor Piper Sandler, is exploring a range of strategic alternatives to maximize shareholder value. The company states there is no defined timeline, and it cannot assure that the process will result in any transaction or announced strategic alternative.
What deal did Werewolf Therapeutics sign with Jazz Pharmaceuticals?
Werewolf entered an asset purchase agreement with Jazz Pharmaceuticals Ireland Limited, granting Jazz exclusive global development and commercialization rights to JZP898, an IFNα program. JZP898 was previously exclusively licensed to Jazz under a 2022 collaboration and license agreement.
Did Werewolf Therapeutics repay its loan with K2 HealthVentures?
Yes. Werewolf Therapeutics repaid all amounts owed under its loan and security agreement with K2 HealthVentures LLC as of May 6, 2026. The notes payable balance was $28.8 million at March 31, 2026, prior to this subsequent repayment event described in the update.
How did Werewolf Therapeutics’ operating expenses change in Q1 2026?
Total operating expenses were $13.3 million in Q1 2026, down from $18.0 million in Q1 2025. Research and development expenses decreased to $8.2 million from $13.1 million, while general and administrative expenses were $5.1 million versus $4.9 million a year earlier.