[8-K] Werewolf Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Werewolf Therapeutics, Inc. reported a material event notifying that it is presently non-compliant with Nasdaq listing rule 5605(c)(2) because of the passing of director Dr. Lazarus. The company cites Nasdaq Listing Rule 5605(c)(4)(B), which provides a cure period to restore compliance. That cure period will end on the earlier of the company’s next annual meeting of stockholders or September 30, 2026. The filing is signed by Timothy W. Trost, Chief Financial Officer and Treasurer.

Positive

• Company cited a specific Nasdaq cure provision (Rule 5605(c)(4)(B)), clarifying the regulatory path to regain compliance
• Clear deadline established — cure period ends on the earlier of the next annual meeting or September 30, 2026

Negative

• Non-compliance with Nasdaq Listing Rule 5605(c)(2) due to the passing of director Dr. Lazarus
• Board composition is currently below required thresholds, creating a listing risk if not cured before the deadline

Insights

Corporate Governance Analyst

Board composition non-compliance grants a defined cure window to regain Nasdaq compliance.

The company is non-compliant with Nasdaq Listing Rule 5605(c)(2) following the death of a director, which reduced required board membership or independence thresholds. Nasdaq Rule 5605(c)(4)(B) permits a cure period tied to the next annual meeting or September 30, 2026, whichever is earlier.

Restoring compliance typically requires appointing a qualifying director before the cure deadline; progress depends on recruitment speed and any necessary shareholder approvals. Monitor director appointments and related disclosures ahead of the September 30, 2026 deadline or the next annual meeting.

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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): October 2, 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

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.

Werewolf Therapeutics, Inc. (the “Company”) is saddened to report that Dr. Alon Lazarus, Ph.D., a member of the Company’s Board of Directors (the “Board”), passed away on September 30, 2025. Dr. Lazarus joined the Company’s Board in August 2019 and served as Chair of the Compensation Committee and as a member of the Audit Committee. The Company is grateful for Dr. Lazarus’s dedication and service to the Company and recognize his unique insights and ardent support of the Company. The Company’s management and Board extend their sincerest condolences to Dr. Lazarus’s family.

Dr. Lazarus’s death reduced the number of directors currently serving on the Company’s Audit Committee to two, rendering the Company noncompliant with Rule 5605(c)(2) of the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”), which requires that the Audit Committee of a Nasdaq-listed company have at least three members, each meeting independence and certain other criteria.

On October 2, 2025, the Company notified Nasdaq of the resulting non-compliance with Nasdaq listing rules caused by Dr. Lazarus’s passing. Pursuant to 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.

The Company also informed Nasdaq that the Board plans to regain compliance with the listing rules at its earliest opportunity by appointing an additional independent director of the Company to fill the vacancy on the Company’s Audit Committee.

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: October 6, 2025				By:		/s/ Timothy W. Trost
						Timothy W. Trost
						Chief Financial Officer and Treasurer

FAQ

What did Werewolf Therapeutics (HOWL) report in the Form 8-K?

It reported non-compliance with Nasdaq Listing Rule 5605(c)(2) after the passing of a director and invoked the cure period under Rule 5605(c)(4)(B).

How long does Werewolf have to regain Nasdaq compliance?

The cure period runs until the earlier of the company’s next annual meeting of stockholders or September 30, 2026.

What action is needed to regain compliance with Rule 5605(c)(2)?

The company will need to restore the required board composition, typically by appointing a qualifying director who meets Nasdaq independence and composition criteria before the cure deadline.

Who signed the 8-K for Werewolf Therapeutics?

The filing is signed by Timothy W. Trost, Chief Financial Officer and Treasurer.

Does the 8-K disclose any financial impact from the non-compliance?

No financial amounts or earnings impacts are disclosed in the provided content.