Whitehawk (Nasdaq: WHWK) prices $87.5M PIPE to fund ADC pipeline
Rhea-AI Filing Summary
Whitehawk Therapeutics entered into a private investment in public equity financing expected to raise gross proceeds of approximately $87.5 million. The company is selling 4,330,866 shares of common stock at $3.92 per share and 17,991,021 pre-funded warrants at $3.9199 each, with an exercise price of $0.0001 per share. Closing is expected on May 14, 2026, subject to customary conditions, and certain executives, directors and affiliated funds committed $39.75 million. Net proceeds, together with existing cash, are intended for working capital and advancing Whitehawk’s antibody drug conjugate pipeline, and are expected to extend the company’s cash runway into the second half of 2028. Executives and directors agreed to 60‑day lock-ups, and the company plans to file a resale registration statement for the new securities.
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Insights
Whitehawk secures an $87.5M PIPE, extending cash runway into 2H 2028.
Whitehawk Therapeutics arranged a PIPE raising about $87.5 million through common stock and pre-funded warrants, priced at $3.92 and $3.9199 respectively. This is a sizeable capital infusion for a clinical-stage oncology company reliant on external funding.
The company states that proceeds, combined with existing cash, are expected to extend its cash runway into the second half of 2028. That timeframe supports multi‑year development of its three-asset ADC portfolio without an immediate need for additional financing, assuming plans and risk factors hold.
Existing investors and insiders committed $39.75 million, and 60‑day lock-ups for executives and directors reduce near-term selling pressure. Future filings about the resale registration and actual warrant exercises will clarify dilution and ownership dynamics as the program progresses.
8-K Event Classification
Key Figures
Key Terms
Pre-Funded Warrants financial
PIPE financing financial
Registration Rights Agreement regulatory
Section 4(a)(2) regulatory
beneficially own financial
lock-up financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
Securities Purchase Agreement
On May 12, 2026, Whitehawk Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the purchasers named therein (the “PIPE Investors”), pursuant to which the Company agreed to sell to the PIPE Investors (i) 4,330,866 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $3.92 per share, and (ii) 17,991,021 pre-funded warrants to acquire Common Stock (the “Pre-Funded Warrants”), at a purchase price of $3.9199 per Pre-Funded Warrant, for an aggregate purchase price of $87,500,000 (collectively, the “PIPE Financing”). The Pre-Funded Warrants will have an exercise price of $0.0001 per share of Common Stock, be immediately exercisable, and remain exercisable until exercised in full. The holders of Pre-Funded Warrants may not exercise a Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99%, or 9.99% or 19.99%, at the election of the holder, of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The holders of Pre-Funded Warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The PIPE Financing is expected to close on May 14, 2026, subject to the satisfaction of customary closing conditions.
Jefferies LLC, Leerink Partners LLC, Oppenheimer & Co. Inc., Citizens JMP Securities, LLC, and JonesTrading Institutional Services LLC acted as placement agents for the PIPE Financing and the Company agreed to pay them customary placement fees and reimburse certain of their expenses.
Certain executive officers, affiliated funds of directors, and a director of the Company entered into the Purchase Agreement in connection with the PIPE Financing, and committed to purchase an aggregate of $39,750,000 of shares of Common Stock and/or Pre-Funded Warrants. The participation of these PIPE Investors in the PIPE Financing was disclosed to, and approved by, a pricing committee of the board of directors of the Company (the “Board”) consisting of independent directors that are not affiliated with any interested parties in the PIPE Financing and also the disinterested members of the audit committee of the Board. In addition, pursuant to the terms of the Purchase Agreement, the executive officers and directors of the Company have entered into “lock-up” arrangements, which generally prohibit the sale, transfer or other disposition of securities of the Company, subject to certain exceptions, for a period of 60 days following the closing of the PIPE Financing.
The foregoing summary of the Purchase Agreement and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the form of Pre-Funded Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The PIPE Financing is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering. The PIPE Investors intend to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to the securities issued in the PIPE Financing.
Registration Rights Agreement
At the closing of the PIPE Financing, in connection with the Purchase Agreement, the Company intends to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the PIPE Investors. Pursuant to the Registration Rights Agreement, the Company will prepare and file a resale registration statement with the Securities and Exchange Commission (the “SEC”) on or prior to 30 days following the closing of the PIPE Financing, and the Company will use its commercially reasonable efforts to cause this registration statement to be declared effective by the SEC within 60 calendar days of the closing of the PIPE Financing (or within 90 calendar days if the SEC reviews the registration statement), subject to acceleration under certain circumstances.
The Company will also agree, among other things, to indemnify each participating holder, their officers, directors, members, employees, and agents, successors and assigns, and each other person, if any, who controls such participating holder within the meaning of the Securities Act, under the registration statement against certain losses, claims, damages, liabilities and expenses incident to the Company’s obligations under the Registration Rights Agreement.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information in Item 1.01 of this Current Report on Form 8-K relating to the PIPE Financing is incorporated herein by reference.
The shares to be issued by the Company in the PIPE Financing will be issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met.
| Item 7.01 | Regulation FD Disclosure |
On May 13, 2026, the Company issued a press release announcing the execution of the Purchase Agreement and the PIPE Financing. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including the information incorporated by reference from Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information incorporated by reference from Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
Forward Looking Statements
The Company cautions you that statements contained in this report regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to the expected closing date, gross proceeds of the PIPE Financing, the anticipated use of proceeds of the PIPE Financing, and the registration for resale of the securities being issued and sold in the PIPE Financing. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties inherent in the Company’s business, including, without limitation, market, market risks and other market conditions; the risk that the conditions to the closing of the PIPE Financing are not satisfied; potential delays in the commencement, enrollment and completion of clinical trials; the Company’s dependence on third parties in connection with product candidate manufacturing, research and preclinical testing; disruptions in the supply chain, including raw materials needed for manufacturing and animals used in research; delays in site activations and enrollment of clinical results; the results of preclinical studies; early clinical trials not necessarily being predictive of future results; the success of the Company’s preclinical studies for its product candidates; interim results not necessarily being predictive of final results; the potential of one or more outcomes to materially change as a trial continues and more patient data become available and following more comprehensive audit and verification procedures; regulatory developments in the United States and foreign countries; unexpected adverse side effects or inadequate efficacy of the Company’s product candidates that may limit their development, regulatory approval and/or commercialization, or may result in recalls or product liability claims; the Company’s ability to obtain and maintain intellectual property protection for its product candidates; the use of capital resources by the Company sooner than expected; and other risks described in the Company’s filings with the SEC, including in Part II, Item 1A (Risk Factors) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 12, 2026, and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Form of Pre-Funded Warrant to Purchase Common Stock. | |
| 10.1 | Securities Purchase Agreement, dated May 12, 2026 and each purchaser identified on Exhibit A thereto. | |
| 10.2 | Form of Registration Rights Agreement, by and among Whitehawk Therapeutics, Inc. and the purchasers thereto. | |
| 99.1 | Press Release, dated May 13, 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.
| Dated: May 13, 2026 | WHITEHAWK THERAPEUTICS, INC. | |||||
| /s/ Scott Giacobello | ||||||
| Scott Giacobello | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
| PRESS RELEASE |
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Whitehawk Therapeutics Announces $87.5M Private Placement Equity Financing
MORRISTOWN, NJ, May 13, 2026 /PRNewswire/ — Whitehawk Therapeutics, Inc. (the “Company” or “Whitehawk”) (Nasdaq: WHWK), a clinical-stage oncology therapeutics company applying advanced technologies to established tumor biology to efficiently deliver improved antibody drug conjugate (ADC) cancer treatments, today announced that it has entered into a securities purchase agreement with certain qualified institutional buyers and accredited investors for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds of approximately $87.5 million, before deducting placement agent fees and other private placement expenses.
The PIPE financing includes participation from existing investors including Avoro Capital, QVT, Coastlands Capital, KVP Capital, ADAR1 Capital Management, Acuta Capital Partners, StemPoint Capital LP, Invus, as well as members of the Company’s executive team.
Pursuant to the terms of the securities purchase agreement, Whitehawk is selling an aggregate of (i) 4,330,866 shares of its common stock (“Common Stock”) at a purchase price of $3.92 per share, and (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase 17,991,021 shares of common stock at a purchase price of $3.9199 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.0001 per share. The PIPE financing is expected to close on May 14, 2026, subject to the satisfaction of customary closing conditions.
Whitehawk intends to use the net proceeds from the PIPE financing, together with its existing cash, cash equivalents and marketable securities, for working capital and general corporate purposes, including advancing its ADC pipeline and related development activities. Proceeds from the PIPE financing, together with the Company’s existing cash, cash equivalents and marketable securities, is expected to extend the Company’s cash runway into the second half of 2028.
Jefferies and Leerink Partners are acting as lead placement agents for the PIPE financing. Oppenheimer & Co., Citizens Capital Markets and Jones are also acting as placement agents for the PIPE financing.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
The offer and sale of securities of Whitehawk described above are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws and may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and/or applicable state or other jurisdictions’ securities laws.
| PRESS RELEASE |
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About Whitehawk Therapeutics
Whitehawk Therapeutics is a clinical-stage oncology therapeutics company applying advanced technologies to established tumor biology to efficiently deliver improved cancer treatments. Whitehawk’s advanced three-asset ADC portfolio is 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.
Forward Looking Statements
The Company cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. Such forward-looking include, but are not limited to the expected closing date, gross proceeds of the PIPE financing, the Company’s cash runway with the proceeds from this PIPE financing and with existing cash, cash equivalents and marketable securities, the anticipated use of proceeds of the PIPE financing, and the registration for resale of the securities being issued and sold in the PIPE financing. These statements are based on the Company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business, including, without limitation, market, market risks and other market conditions; the risk that the conditions to the closing of the PIPE financing are not satisfied; potential delays in the commencement, enrollment and completion of clinical trials; disruption to the Company’s operations from the ongoing geopolitical military conflicts around the world; the Company’s dependence on third parties in connection with product candidate manufacturing, research and preclinical and clinical testing; disruptions in the supply chain, including raw materials needed for manufacturing and animals used in research; delays in site activations and enrollment of clinical trials; the results of preclinical studies; early clinical trials not necessarily being predictive of future results; the success of the Company’s clinical trials and preclinical studies for its product candidates; interim data results not necessarily being predictive of final results; the potential of one or more outcomes to materially change as a trial continues and more patient data become available and following more comprehensive audit and verification procedures; regulatory developments in the United States and foreign countries; unexpected adverse side effects or inadequate efficacy of the Company’s product candidates that may limit their development, regulatory approval and/or commercialization, or may result in recalls or product liability claims; the Company’s ability to obtain and maintain intellectual property protection for its product candidates and the use of capital resources by the Company’s sooner than expected.
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 prior press releases and Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including under the caption “Item 1A. Risk Factors,” filed on March 12, 2026, 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 that are 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