Avoro Capital Advisors boosts Whitehawk (NASDAQ: WHWK) stake with 6.38M pre-funded warrants

Rhea-AI Filing Summary

Whitehawk Therapeutics, Inc. reported that accounts managed by Avoro Capital Advisors LLC acquired 6,377,714 pre-funded warrants to buy common stock in a private placement. The warrants have a token exercise price of $0.0001 per share and were priced at $3.9199 per warrant.

The warrants become exercisable on or after May 12, 2026, but a 19.99% ownership blocker limits exercises so the reporting persons do not exceed 19.99% of Whitehawk’s outstanding common stock. Following this transaction, the reporting persons report beneficial ownership of 14,710,714 pre-funded warrants, while expressly disclaiming beneficial ownership beyond their pecuniary interest.

Insights

Equity derivatives analyst

Large pre-funded warrant grant boosts potential stake but capped at 19.99%.

Whitehawk Therapeutics disclosed that accounts managed by Avoro Capital Advisors received 6,377,714 pre-funded warrants in a private placement at $3.9199 each, with a nominal exercise price of $0.0001. This is a non-cash-settled derivative giving near-equity exposure once exercised.

The warrants are exercisable on or after May 12, 2026, but a 19.99% blocker prevents exercises that would push beneficial ownership above that threshold. Total reported pre-funded warrants rise to 14,710,714, while the reporting persons formally disclaim beneficial ownership beyond their pecuniary interest. Actual equity issued will depend on future exercise decisions within the blocker limit.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Avoro Capital Advisors LLC, Aghazadeh Behzad, Avoro Ventures LLC

Role null | null | null

Type	Security	Shares	Price	Value
Grant/Award	Pre-funded Warrant (right to buy)	6,377,714	$3.9199	$25.00M

Holdings After Transaction: Pre-funded Warrant (right to buy) — 14,710,714 shares (Indirect, See footnotes)

Footnotes (1)

1. The securities reported herein were acquired on behalf of accounts managed by Avoro Capital Advisors (as defined below) directly from the Issuer in a private placement. Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after May 12, 2026, exercise the Pre-funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, the Reporting Persons cannot exercise any of the Pre-Funded Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 19.99% of the outstanding Common Stock (the "19.99% Blocker"). Consequently, at this time, the Reporting Persons are not able to exercise all the Pre-Funded Warrants due to the 19.99% Blocker. This Form 4 is filed by Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro Capital Advisors"), Avoro Ventures LLC, a Delaware limited liability company ("Avoro Ventures") and Behzad Aghazadeh ("Dr. Aghazadeh", and together with Avoro Capital Advisors and Avoro Ventures, the "Reporting Persons"). Dr. Aghazadeh serves as the portfolio manager and controlling person of Avoro Capital Advisors and Avoro Ventures. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Key Figures

Pre-funded warrants acquired: 6,377,714 warrants Price per pre-funded warrant: $3.9199 per warrant Exercise price: $0.0001 per share +3 more

6 metrics

Pre-funded warrants acquired 6,377,714 warrants Grant on May 12, 2026 private placement

Price per pre-funded warrant $3.9199 per warrant Acquisition cost in private placement

Exercise price $0.0001 per share Pre-funded warrant exercise price for common stock

Warrants after transaction 14,710,714 warrants Total pre-funded warrants beneficially owned following grant

Ownership blocker 19.99% of outstanding common stock Cap on beneficial ownership via warrant exercises

Exercise start date May 12, 2026 Earliest date warrants may be exercised

Key Terms

Pre-funded Warrant, 19.99% Blocker, pecuniary interest, beneficial owner, +1 more

5 terms

Pre-funded Warrant financial

"Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may..."

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

19.99% Blocker financial

"more than 19.99% of the outstanding Common Stock (the "19.99% Blocker")."

pecuniary interest financial

"except to the extent of its or his pecuniary interest therein, if any."

beneficial owner regulatory

"shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities..."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

private placement financial

"acquired on behalf of accounts managed by Avoro Capital Advisors ... in a private placement."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Avoro Capital Advisors LLC

(Last) (First) (Middle)

110 GREENE STREET

SUITE 800

(Street)

NEW YORK NEW YORK 10012

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Whitehawk Therapeutics, Inc. [ WHWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-funded Warrant (right to buy)	$0.0001	05/12/2026		A(1)		6,377,714(1)		(2)	(2)	Common Stock	6,377,714	$3.9199	14,710,714	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

Avoro Capital Advisors LLC

(Last) (First) (Middle)

110 GREENE STREET

SUITE 800

(Street)

NEW YORK NEW YORK 10012

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Aghazadeh Behzad

(Last) (First) (Middle)

C/O AVORO CAPITAL ADVISORS LLC

110 GREENE STREET, SUITE 800

(Street)

NEW YORK NEW YORK 10012

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Avoro Ventures LLC

(Last) (First) (Middle)

110 GREEN STREET, SUITE 800

(Street)

NEW YORK NEW YORK 10012

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. The securities reported herein were acquired on behalf of accounts managed by Avoro Capital Advisors (as defined below) directly from the Issuer in a private placement.

2. Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after May 12, 2026, exercise the Pre-funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, the Reporting Persons cannot exercise any of the Pre-Funded Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 19.99% of the outstanding Common Stock (the "19.99% Blocker"). Consequently, at this time, the Reporting Persons are not able to exercise all the Pre-Funded Warrants due to the 19.99% Blocker.

3. This Form 4 is filed by Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro Capital Advisors"), Avoro Ventures LLC, a Delaware limited liability company ("Avoro Ventures") and Behzad Aghazadeh ("Dr. Aghazadeh", and together with Avoro Capital Advisors and Avoro Ventures, the "Reporting Persons"). Dr. Aghazadeh serves as the portfolio manager and controlling person of Avoro Capital Advisors and Avoro Ventures.

4. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Remarks:

Avoro Capital Advisors and Avoro Ventures may be deemed directors by deputization of the Issuer by virtue of the fact that Dr. Aghazadeh currently serves on the board of directors of the Issuer.

	Avoro Capital Advisors LLC, by: /s/ Scott Epstein, its Chief Operating Officer & Chief Compliance Officer	05/14/2026
	Avoro Ventures LLC, by: /s/ Scott Epstein, its Chief Operating Officer & Chief Compliance Officer	05/14/2026
	/s/ Behzad Aghazadeh	05/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Avoro Capital Advisors report in this Whitehawk Therapeutics (WHWK) Form 4?

Avoro Capital Advisors reported acquiring 6,377,714 pre-funded warrants for Whitehawk Therapeutics common stock. These derivative securities were obtained in a private placement and increase their reported holdings to 14,710,714 pre-funded warrants, subject to specific exercise limitations and ownership caps.

How many Whitehawk Therapeutics pre-funded warrants were acquired and at what price?

The filing shows 6,377,714 pre-funded warrants acquired at a price of $3.9199 per warrant. Each warrant is exercisable for one share of common stock at a nominal exercise price of $0.0001 per share, creating substantial potential equity exposure upon exercise.

When can the Avoro-managed accounts start exercising the Whitehawk Therapeutics pre-funded warrants?

The pre-funded warrants may be exercised on or after May 12, 2026. From that date, the holder can exercise from time to time until fully exercised, subject to the 19.99% ownership blocker that limits how many warrants can be converted into common shares.

What is the 19.99% blocker mentioned in the Whitehawk Therapeutics Form 4?

The 19.99% blocker prevents the reporting persons from exercising pre-funded warrants if it would cause their beneficial ownership to exceed 19.99% of outstanding common stock. As a result, they currently cannot exercise all warrants they hold due to this contractual ownership cap.

How many Whitehawk Therapeutics pre-funded warrants do the reporting persons hold after this transaction?

After acquiring 6,377,714 new pre-funded warrants, the reporting persons report beneficial ownership of 14,710,714 pre-funded warrants. They also expressly disclaim beneficial ownership of these securities except to the extent of their pecuniary interest, as stated in the Form 4 footnotes.

Who are the reporting persons in the Whitehawk Therapeutics (WHWK) Form 4 filing?

The reporting persons are Avoro Capital Advisors LLC, Avoro Ventures LLC, and Behzad Aghazadeh. Dr. Aghazadeh is described as the portfolio manager and controlling person of Avoro Capital Advisors and Avoro Ventures, and they collectively report the pre-funded warrant holdings.