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Whitehawk adds oncology executive Vijay Iyengar to board

Whitehawk adds former Incyte and Novartis oncology executive Vijay Iyengar, M.D. to its expanded 10-member board with a three-year vesting stock option grant.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Whitehawk Therapeutics, Inc. (WHWK) expanded its board of directors from nine to ten members and appointed Vijay Iyengar, M.D. as a Class III director, effective September 9, 2026, with a term expiring at the 2029 annual meeting of stockholders. Dr. Iyengar is a seasoned oncology executive, having held senior global medical affairs, strategy, corporate development and commercial roles at Incyte and Novartis, and earlier experience at McKinsey. As a non-employee director, he will receive the standard outside director cash retainer and an initial stock option grant that vests monthly over three years. Whitehawk highlights that his background supports its focus on developing antibody-drug conjugate cancer treatments and advancing its clinical-stage ADC portfolio.

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Filing Explained

The director’s 76,080-share option award creates potential future issuance, with vesting conditional on continued service.

The appointment of Vijay Iyengar as a Class III director took effect on September 9, 2026 and includes options to purchase 76,080 common shares. The filing reports an option grant, not an issuance of the underlying shares, so the structural consequence for existing holders is a potential future share issuance if the options vest and are exercised.

The options vest monthly over three years, subject to continued service. The outside-director policy also provides a $40,000 base annual retainer and a standard-form indemnification agreement. The Class III term is scheduled to expire at the 2029 annual meeting unless ended earlier by resignation, death, or removal.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board size after change 10 directors Number of authorized directors increased from nine to ten effective September 9, 2026
Director term end 2029 annual meeting Class III directorship term for Vijay Iyengar, M.D.
Outside director annual cash retainer $40,000 Base annual retainer for each non-employee director under the Outside Director Compensation Policy
Initial stock options granted 76,080 shares Stock options to purchase common stock granted to Vijay Iyengar on September 9, 2026
Option vesting schedule 3 years Initial option award vests ratably on a monthly basis over three years
Incyte revenue growth during Iyengar tenure From approximately $1 billion to more than $4 billion Incyte annual revenue growth while Dr. Iyengar held senior leadership roles, as described by Whitehawk
Incyte geographic expansion More than 20 countries Extent of Incyte’s expansion cited during Dr. Iyengar’s leadership period
antibody-drug conjugate (ADC) medical
"to efficiently develop improved antibody-drug conjugate (ADC) cancer treatments"
An antibody-drug conjugate (ADC) is a targeted medical treatment that combines an antibody, which acts like a guided missile seeking out specific cells, with a powerful drug to destroy those cells. It is designed to deliver medication directly to diseased cells, minimizing damage to healthy tissue. For investors, ADCs represent innovative therapies with potential for high growth, especially if they prove effective in treating difficult-to-cure conditions.
clinical-stage oncology therapeutics company medical
"Whitehawk Therapeutics, Inc. (Nasdaq: WHWK), a clinical-stage oncology therapeutics company"
Carbon Bridge Cysteine Re-pairing (CBCR) technical
"enhanced with its proprietary Carbon Bridge Cysteine Re-pairing (CBCR) bioconjugation process"
linker-payload technology technical
"leverages CPT113 as the core linker-payload technology"
forward-looking statements regulatory
"This press release contains certain forward-looking statements regarding the business"
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.
safe harbor provisions regulatory
"This cautionary statement is made under the safe harbor provisions"
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

FAQ

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

What board change did Whitehawk Therapeutics (WHWK) announce on September 9, 2026?

Whitehawk Therapeutics increased its number of authorized directors from nine to ten and appointed Vijay Iyengar, M.D. to fill the new seat as a Class III director, effective September 9, 2026, with a term running until the 2029 annual meeting of stockholders.

Who is Vijay Iyengar, the new director at Whitehawk Therapeutics (WHWK)?

Vijay Iyengar, M.D. is an oncology-focused executive with more than two decades of experience, including senior roles at Incyte Corporation and Novartis, and earlier work at McKinsey & Company. At Incyte he helped support launches of five brands and global geographic expansion.

What compensation will Vijay Iyengar receive as a non-employee director of WHWK?

Under Whitehawk’s Outside Director Compensation Policy, Dr. Iyengar will receive a base annual cash retainer of $40,000 and an initial grant of stock options to purchase 76,080 shares of common stock, vesting monthly over three years while he remains a service provider.

What equity award did Whitehawk Therapeutics grant to Vijay Iyengar?

Whitehawk granted Dr. Iyengar an initial stock option award to purchase 76,080 shares of its common stock. The options were granted on September 9, 2026, and will vest on a monthly basis over three years, subject to continued service.

What does Whitehawk Therapeutics (WHWK) focus on in its pipeline?

Whitehawk is a clinical-stage oncology therapeutics company developing antibody-drug conjugate (ADC) cancer treatments. Its portfolio includes HWK-007, HWK-016 and HWK-206, ADCs in-licensed from WuXi Biologics, designed to improve on first-generation ADCs for difficult-to-treat cancers.

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

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false 0001422142 0001422142 2026-09-09 2026-09-09
 
 

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): September 9, 2026

 

 

Whitehawk Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38560   61-1547850
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

2 Headquarters Plaza, East Building

11th Floor

 
Morristown, New Jersey     07960
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: 551 321-2234

 

(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:

 

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   WHWK   The Nasdaq Stock Market LLC

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2026, the board of directors (the “Board”) of Whitehawk Therapeutics, Inc. (the “Company”) increased the number of its authorized directors from nine to ten, and appointed Vijay Iyengar, M.D. to fill the newly created opening on the Board, effective September 9, 2026. Dr. Iyengar was appointed as a Class III director for a term which will expire at the Company’s 2029 annual meeting of stockholders, subject to his earlier resignation, death or removal.

Dr. Iyengar, age 54, served from May 2022 to November 2025 as Executive Vice President, Global Medical Affairs, Product and Partnership Strategy of Incyte Corporation (Nasdaq: INCY), a biopharmaceutical company, and served from May 2016 to April 2022 as Executive Vice President, Global Strategy and Corporate Development of Incyte. Prior to joining Incyte, from April 2014 to April 2016, Dr. Iyengar was the President of Genoptix Medical Laboratory, a Novartis Company. From December 2011 to March 2014, Dr. Iyengar was the Vice President, Rare Diseases Franchise Head at Novartis Oncology and from July 2009 to November 2011, he was the Oncology General Manager of Novartis Greece. From October 2007 to June 2009, Dr. Iyengar was the Global Brand Executive Director at Novartis Pharmaceuticals, and from January 2007 to October 2007, he was the Global Brand Senior Director, Oncology at Novartis Pharmaceuticals. Dr. Iyengar received his B.S. in Biology from Stanford University and earned his M.D. from Harvard Medical School.

We believe that Dr. Iyengar is qualified to serve on our Board because of his extensive industry background and experience in the life sciences industry.

As a non-employee director, Dr. Iyengar will participate in the Company’s compensation program applicable to all non-employee directors. Under the Company’s Outside Director Compensation Policy as currently in effect (the “Outside Director Compensation Policy”), each non-employee director receives a base annual retainer of $40,000. Pursuant to the Outside Director Compensation Policy, Dr. Iyengar was granted an initial award of stock options to purchase 76,080 shares of the Company’s common stock, which award was granted on September 9, 2026, the first trading date on or after September 9, 2026, and will vest on a monthly basis ratably over three years (subject to Dr. Iyengar remaining a service provider of the Company through the applicable vesting dates).

The Company also entered into an indemnification agreement with Dr. Iyengar in the same form as its standard form of indemnification agreement with its other directors.

There are no family relationships between Dr. Iyengar, on the one hand, and any director or executive officer of the Company, on the other hand, and Dr. Iyengar was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Dr. Iyengar has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

On September 10, 2026, the Company issued a press release announcing the appointment of Dr. Iyengar as a director. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit

Number

  

Description

99.1    Press Release, dated September 10, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

Date: September 10, 2026     By:  

/s/ Scott Giacobello

      Scott Giacobello
Chief Financial Officer

Exhibit 99.1

 

PRESS RELEASE    LOGO

Whitehawk Therapeutics Appoints Vijay Iyengar, MD, to Board of Directors

Former Incyte Executive Brings Extensive Oncology, Corporate Strategy, Business Development and Medical Affairs Experience

MORRISTOWN, N.J., September 10, 2026 /PRNewswire/ — Whitehawk Therapeutics, Inc. (Nasdaq: WHWK), a clinical-stage oncology therapeutics company applying advanced technologies to established tumor biology to efficiently develop improved antibody-drug conjugate (ADC) cancer treatments, today announced the appointment of Vijay Iyengar, MD, to its Board of Directors, effective September 9, 2026.

Dr. Iyengar brings more than two decades of oncology experience building and scaling global businesses, leading strategic transactions across development-stage and commercial assets and guiding product portfolios from early development through commercialization. During his nine years in senior leadership roles at Incyte Corporation, he helped drive transformative change, including the launch of five brands across eight indications, the company’s expansion into more than 20 countries and growth from approximately $1B to more than $4B in annual revenue.

“I’m pleased to welcome Vij to the Board at this important stage of Whitehawk’s growth,” said Dave Lennon, PhD, President and Chief Executive Officer of Whitehawk Therapeutics. “His expansive leadership experience in oncology will be valuable as we continue to advance our clinical programs, expand our ADC portfolio and make disciplined decisions about how best to develop and realize the potential of our pipeline.”

Prior to joining Incyte, Dr. Iyengar held senior leadership positions in oncology at Novartis. Earlier in his career, he was an Engagement Manager in the healthcare practice at McKinsey & Company. Dr. Iyengar received a BS in Biology from Stanford University and an MD from Harvard Medical School.

“I was drawn to Whitehawk for its strong foundation built on scientific rigor and a clear strategic vision,” said Dr. Iyengar. “I look forward to working with the leadership team and my fellow directors to help guide Whitehawk through its next phase as they work to bring new ADC treatments to patients with cancer.”

About Whitehawk Therapeutics

Whitehawk Therapeutics is a clinical-stage oncology therapeutics company applying advanced technologies to established tumor biology to efficiently develop improved cancer treatments. Whitehawk’s portfolio includes HWK-007, HWK-016 and HWK-206, ADCs engineered to overcome the limitations of first-generation predecessors to deliver a meaningful impact for patients with difficult-to-treat cancers. These assets are in-licensed from WuXi Biologics under an exclusive development and global commercialization agreement.

Whitehawk’s underlying ADC platform leverages CPT113 as the core linker-payload technology, enhanced with its proprietary Carbon Bridge Cysteine Re-pairing (CBCR) bioconjugation process to support improved stability and therapeutic index. Whitehawk has an option agreement with Hangzhou DAC for access to CPT113 for use in up to five additional ADC programs. More information on the Company is available at www.whitehawktx.com and connect with us on LinkedIn.


PRESS RELEASE    LOGO

 

Forward-Looking Statements

This press release contains certain forward-looking statements regarding the business of Whitehawk Therapeutics that are not a description of historical facts within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the Company’s current beliefs and expectations and may include, but are not limited to, statements relating to: the potential therapeutic value and market opportunity for the Company’s ADC portfolio; plans related to the Company’s development of its portfolio of ADC assets; n; and the Company’s ability to expand its pipeline opportunities. Actual results could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, uncertainties associated with preclinical and clinical development of the ADC portfolio, including potential delays in the commencement, enrollment and completion of clinical trials; failure to demonstrate the efficacy of the ADC portfolio in preclinical and clinical studies; the risk that unforeseen adverse reactions or side effects may occur in the course of testing of the ADC assets; and risks related to the Company’s estimates regarding future expenses, capital requirements and need for additional financing.

Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including under the caption “Item 1A. Risk Factors,” and in Whitehawk’s subsequent Quarterly Reports on Form 10-Q, and elsewhere in Whitehawk’s reports and other documents that Whitehawk has filed, or will file, with the SEC from time to time and available at www.sec.gov.

All forward-looking statements in this press release are current only as of the date hereof and, except as required by applicable law, Whitehawk undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement. This cautionary statement is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Contact:

IR@whitehawktx.com

###

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