Werewolf Therapeutics hit with Nasdaq $1 bid-price warning

Werewolf Therapeutics, Inc. received a Nasdaq notice on February 4, 2026, stating its common stock has closed below $1.00 per share for 30 consecutive business days, failing the Nasdaq Global Select Market minimum bid price requirement.

Rhea-AI Filing Summary

Werewolf Therapeutics, Inc. received a Nasdaq notice on February 4, 2026, stating its common stock has closed below $1.00 per share for 30 consecutive business days, failing the Nasdaq Global Select Market minimum bid price requirement.

The company has an initial 180‑day grace period, until August 3, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days. If it does not regain compliance, it may seek an additional 180‑day period by transferring to the Nasdaq Capital Market, or its stock could ultimately face delisting, subject to appeal rights.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency and delisting risk: The stock traded below $1.00 for 30 consecutive business days, triggering a Nasdaq notice and starting a 180‑day cure period, after which the shares could face transfer or delisting if compliance is not restored.

Insights

Equity & Listing Standards Analyst

Nasdaq bid-price deficiency introduces listing risk if compliance is not restored.

Werewolf Therapeutics has fallen out of compliance with Nasdaq’s minimum bid rule after its stock traded below $1.00 for 30 consecutive business days. This triggers a formal 180‑day cure period ending on August 3, 2026.

To resolve the issue, the company must achieve a closing bid of at least $1.00 for 10 consecutive business days. Failing that, it could seek a transfer to the Nasdaq Capital Market if it meets other listing standards, or ultimately face delisting, though a hearings process and appeals are available.

The company plans to monitor its share price and evaluate options to regain compliance. Actual outcomes will depend on future trading levels and any actions it takes within the current and potential additional 180‑day compliance periods described.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Werewolf Therapeutics (HOWL) disclose in its latest 8-K?

Werewolf Therapeutics disclosed that Nasdaq notified the company its stock failed to meet the $1.00 minimum bid price for 30 consecutive business days. This starts a 180‑day cure period and introduces potential transfer or delisting risk if compliance is not regained.

Why is Werewolf Therapeutics (HOWL) out of compliance with Nasdaq rules?

Werewolf Therapeutics is out of compliance because its common stock’s closing bid price was below $1.00 per share for 30 consecutive business days. This violates Nasdaq Listing Rule 5450(a)(1), which sets the minimum bid price requirement for the Nasdaq Global Select Market.

How long does Werewolf Therapeutics have to regain Nasdaq bid-price compliance?

The company has an initial 180‑day period, expiring August 3, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days within that timeframe to satisfy Nasdaq’s minimum bid requirement.

What happens if Werewolf Therapeutics does not regain bid-price compliance by August 3, 2026?

If compliance is not regained by August 3, 2026, Werewolf Therapeutics may qualify for an additional 180‑day period by transferring to the Nasdaq Capital Market. If it cannot meet those standards, its stock could become subject to delisting, with appeal rights to a Nasdaq Hearings Panel.

Can Werewolf Therapeutics appeal a potential Nasdaq delisting of its stock?

Yes. If Nasdaq staff determine the stock should be delisted after the compliance periods, Werewolf Therapeutics may appeal that decision to a Hearings Panel. The company expects its common stock would remain listed during the appeal process, though an eventual outcome is not assured.

What actions does Werewolf Therapeutics plan regarding the Nasdaq bid-price issue?

Werewolf Therapeutics states it intends to actively monitor the closing bid price of its common stock and evaluate available options to regain compliance with the Nasdaq minimum bid requirement. However, the company notes there can be no assurance that compliance will ultimately be restored.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/06/2026 - 04:41 PM Learn about SEC filing dates

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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): February 4, 2026

WEREWOLF THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40366		82-3523180
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 4, 2026, Werewolf Therapeutics, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below $1.00 per share, which is the minimum bid price required to maintain continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”).

The Notice has no immediate effect on the listing of the Company’s common stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar days (which expires on August 3, 2026) to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during this 180 calendar day period, at which time the Staff will provide written notification to the Company that it complies with the Minimum Bid Requirement, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

If the Company does not regain compliance with the Minimum Bid Requirement during the initial 180 calendar day period, it may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would need to transfer the listing of its common stock to the Nasdaq Capital Market, provided that it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards of the Nasdaq Capital Market, with the exception of the Minimum Bid Requirement. To effect such a transfer, the Company would also need to pay an application fee to Nasdaq and provide written notice to the Staff of its intention to cure the deficiency. However, if during the second compliance period it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company does not meet the other listing standards, the Staff could provide notice that the Company’s common stock will become subject to delisting. Upon receipt of such notice, under Nasdaq rules, the Company may appeal the Staff’s delisting determination to a Hearings Panel (the “Panel”). The Company expects that its common stock would remain listed pending the Panel’s decision. However, if the Company does appeal the delisting determination by the Staff to the Panel, there can be no assurance that such appeal would be successful, or that the Company will be able to regain compliance with the Minimum Bid Requirement or maintain compliance with the other listing requirements.

The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement.

SIGNATURES

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

				WEREWOLF THERAPEUTICS, INC.
Date: February 6, 2026				By:		/s/ Timothy W. Trost
						Timothy W. Trost
						Chief Financial Officer and Treasurer