Acuta Capital boosts Whitehawk (WHWK) stake to about 9% after PIPE

Rhea-AI Filing Summary

Acuta Capital Partners and related entities reported significant positions in Whitehawk Therapeutics' common stock in this amended Schedule 13D. Acuta beneficially owns 4,685,912 shares, or 8.7% of the company, while manager Anupam Dalal is deemed to beneficially own 4,843,775 shares, or 9.0%. The Acuta Capital Fund, LP holds 3,538,288 shares, or 6.6%. The funds used a total of $59,388,056.89 of working capital to purchase common stock, including 1,275,510 shares bought directly from the company in a May 14, 2026 private placement at $3.92 per share, of which 1,002,800 shares were purchased by the Partnership. The investors state they acquired the stock for investment purposes and may increase or decrease their holdings or engage in hedging or derivative transactions over time.

Key Figures

Acuta beneficial ownership: 4,685,912 shares (8.7%) Anupam Dalal beneficial ownership: 4,843,775 shares (9.0%) Partnership ownership: 3,538,288 shares (6.6%) +5 more

8 metrics

Acuta beneficial ownership 4,685,912 shares (8.7%) Common Stock based on 53,783,329 shares outstanding after May 14, 2026 private placement

Anupam Dalal beneficial ownership 4,843,775 shares (9.0%) Common Stock based on 53,783,329 shares outstanding

Partnership ownership 3,538,288 shares (6.6%) Common Stock based on 53,783,329 shares outstanding

Shares outstanding baseline 53,783,329 shares Common Stock outstanding after closing of May 14, 2026 private placement

Total capital invested by funds $59,388,056.89 Working capital used by funds to purchase common stock

Partnership capital invested $32,746,667.74 Portion of total funds used by the Partnership

PIPE shares purchased by funds 1,275,510 shares Shares bought from issuer in private placement closing May 14, 2026

PIPE purchase price $3.92 per share Price paid for common stock in May 14, 2026 private placement

Key Terms

PIPE Financing, Securities Purchase Agreement, Registration Rights Agreement, resale registration statement, +2 more

6 terms

PIPE Financing financial

"This purchase was part of a larger transaction (the "PIPE Financing") entered into by the Issuer with the Funds and other investors"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

Securities Purchase Agreement financial

"the Funds entered into a Securities Purchase Agreement with the Issuer (the "Purchase Agreement")"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement financial

"the Issuer entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the PIPE Investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

resale registration statement regulatory

"the Issuer will prepare and file a resale registration statement with the SEC on or prior to 30 days"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

beneficial owner regulatory

"it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act"

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.

pecuniary interest financial

"Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Whitehawk Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00032Q104

(CUSIP Number)

Scott R. Smith
255 SHORELINE DRIVE, SUITE 515
REDWOOD CITY, CA, 94065
650-486-0581

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 00032Q104

1

Name of reporting person

ACUTA CAPITAL PARTNERS, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,685,912.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,685,912.00

11

Aggregate amount beneficially owned by each reporting person

4,685,912.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

Percentage calculated based on 53,783,329 shares of Common Stock outstanding following the closing of the private placement of the Issuer's Common Stock on May 14, 2026.

SCHEDULE 13D

CUSIP Number(s): 00032Q104

1

Name of reporting person

ANUPAM DALAL

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 157,863.00
8	Shared Voting Power 4,685,912.00
9	Sole Dispositive Power 157,863.00
10	Shared Dispositive Power 4,685,912.00

11

Aggregate amount beneficially owned by each reporting person

4,843,775.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Percentage calculated based on 53,783,329 shares of Common Stock outstanding following the closing of the private placement of the Issuer's Common Stock on May 14, 2026.

SCHEDULE 13D

CUSIP Number(s): 00032Q104

1

Name of reporting person

Acuta Capital Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,538,288.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,538,288.00

11

Aggregate amount beneficially owned by each reporting person

3,538,288.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Percentage calculated based on 53,783,329 shares of Common Stock outstanding following the closing of the private placement of the Issuer's Common Stock on May 14, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Whitehawk Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2 HEADQUARTERS PLAZA, EAST BUILDING, 11TH FLOOR, MORRISTOWN, NEW JERSEY , 07960.
Item 2.	Identity and Background
(a)	The reporting persons are: Acuta Capital Partners, LLC, a Delaware limited liability company ("Acuta") Acuta Capital Fund, LP, a Delaware limited partnership (the "Partnership") Anupam Dalal The Partnership is filing this statement jointly with the other reporting persons, but not as a member of a group, and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13D on behalf of Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13D. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
(b)	255 Shoreline Drive, Suite 515, Redwood City, CA 94065
(c)	Acuta is an investment adviser to, and the general partner of, the Partnership and Acuta Opportunity Fund, L.P. (collectively, the "Funds"). Mr. Dalal is the manager and control person of Acuta.
(d)	During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the reporting persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	For citizenship of the reporting persons, see Item 6 of each reporting person's cover page.
Item 3.	Source and Amount of Funds or Other Consideration
	The Funds used $59,388,056.89 of their working capital to purchase Common Stock, including $32,746,667.74 paid by the Partnership. For his services as a director, Mr. Dalal has received 1,130 shares of the Issuer's Common Stock and options to acquire 156,733 shares of the Issuer's Common Stock under the Issuer's equity incentive plans.
Item 4.	Purpose of Transaction
	The reporting persons are filing this Schedule 13D because Mr. Dalal is on the Issuer's board of directors. The reporting persons acquired the Stock for investment purposes based on their belief that the Common Stock, when purchased, was undervalued and represented an attractive investment opportunity. The reporting persons will routinely monitor the Issuer regarding a wide variety of factors that affect their investment considerations, including, current and anticipated future trading prices of the Stock and other securities, the Issuer's operations, assets, prospects, financial position, and business development, Issuer's management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, and other investment considerations. Depending on their evaluation of various factors, the reporting persons may take such actions regarding their holdings of the Issuer's securities as they deem appropriate in light of circumstances existing from time to time. Such actions may include purchasing additional Common Stock in the open market, through privately negotiated transactions with third parties or otherwise, and selling at any time, in the open market, through privately negotiated transactions with third parties or otherwise, all or part of the Common Stock that they now own or hereafter acquire. The reporting persons also may from time to time enter into or unwind hedging or other derivative transactions with respect to the Common Stock or pledge their interests in the Common Stock to obtain liquidity. In addition, from time to time the reporting persons and their representatives and advisers may communicate with other stockholders, industry participants and other interested parties about the Issuer. The reporting persons have no present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the reporting persons may recommend action to the Issuer's management, board of directors and stockholders. Any such actions could involve one or more of the events referred to in clauses (a) through (j) of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, changes in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
Item 5.	Interest in Securities of the Issuer
(a)	Aggregate number of shares beneficially owned by the reporting persons: Acuta: 4,685,912 Anupam Dalal: 4,843,775 Partnership: 3,538,288 Aggregate percentage of the class of Common Stock beneficially owned by the reporting persons: Acuta: 8.7% Anupam Dalal: 9.0% Partnership: 6.6%
(b)	Number of shares as to which the each reporting person has: (i) Sole power to vote or to direct the vote: Acuta: 0 Anupam Dalal: 157,863 Partnership: 0 (ii) Shared power to vote or to direct the vote: Acuta: 4,685,912 Anupam Dalal: 4,685,912 Partnership: 3,538,288 (iii) Sole power to dispose or to direct the disposition of: Acuta: 0 Anupam Dalal: 157,863 Partnership: 0 (iv) Shared power to dispose or to direct the disposition of: Acuta: 4,685,912 Anupam Dalal: 4,685,912 Partnership: 3,538,288
(c)	The Funds purchased 1,275,510 shares of the Issuer's Common Stock from the Issuer in a private placement that closed on May 14, 2026, for a purchase price of $3.92. The Partnership purchased 1,002,800 of those shares.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The reporting persons' responses to Item 6 of the Schedule 13D is hereby supplemented as follows: Securities Purchase Agreement On May 12, 2026, the Funds entered into a Securities Purchase Agreement with the Issuer (the "Purchase Agreement") pursuant to which the Issuer agreed to sell 1,275,510 shares of the Issuer's Common Stock for a purchase price of $3.92. This purchase was part of a larger transaction (the "PIPE Financing") entered into by the Issuer with the Funds and other investors (the "PIPE Investors") pursuant to which the Issuer agreed to sell to the PIPE Investors shares of Common Stock and pre-funded warrants to acquire Common Stock. At the closing of the PIPE Financing, the Issuer entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the PIPE Investors. Pursuant to the Registration Rights Agreement, the Issuer will prepare and file a resale registration statement with the SEC on or prior to 30 days following the closing of the PIPE Financing. The Issuer will use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 calendar days following the closing of the PIPE Financing (or within 90 calendar days following the closing of the PIPE Financing if the SEC reviews such registration statement), subject to acceleration under certain circumstances. The Issuer also agreed, 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 of 1933, under the registration statement against certain losses, claims, damages, liabilities and expenses incident to the Issuer's obligations under the Registration Rights Agreement. The foregoing summary of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the forms of Subscription Agreement and Registration Rights Agreement, which are included as Exhibits 99.5 and 99.6, respectively hereto, and are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. Exhibit 99.2 - Subscription Agreement, dated December 19, 2024, by and between Whitehawk Therapeutics, Inc and each purchaser identified on Exhibit A thereto, attached as Exhibit 10.2 to the Issuer's Form 8-K filed on December 20, 2024, and incorporated herein by reference. Exhibit 99.3 - Form of Registration Rights Agreement by and among Whitehawk Therapeutics, Inc and the purchasers party thereto, attached as Exhibit 10.3 to the Issuer's Form 8-K filed on December 20, 2024, and incorporated herein by reference. Exhibit 99.4 - Form of Voting and Support Agreement, dated as of December 19, 2024, by and among KAKEN INVESTMENTS INC., Whitehawk Therapeutics, Inc and the stockholders of Aadin Bioscience, Inc. party thereto, attached as Exhibit 10.1 to the Issuer's Form 8-K filed on December 20, 2024, and incorporated herein by reference. Exhibit 99.5 - Securities Purchase Agreement, dated May 12, 2026, by and among the Issuer and each purchaser identified on Exhibit A thereto, attached as Exhibit 10.1 to the Issuer's Form 8-K filed on May 13, 2026. Exhibit 99.5 - Form of Registration Rights Agreement, by and among the Issuer and the purchasers party thereto, attached as Exhibit 10.2 to the Issuer's Form 8-K filed on May 13, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ACUTA CAPITAL PARTNERS, LLC

Signature:	/s/ Scott R. Smith
Name/Title:	Chief Operating Officer
Date:	05/18/2026

ANUPAM DALAL

Signature:	/s/ Anupam Dalal
Name/Title:	Reporting person
Date:	05/18/2026

Acuta Capital Fund, LP

Signature:	/s/ Scott R. Smith
Name/Title:	Chief Operating Officer of the General Partner, Acuta Capital Partners, LLC
Date:	05/18/2026

FAQ

What stake does Acuta Capital hold in Whitehawk Therapeutics (WHWK)?

Acuta Capital Partners, LLC reports beneficial ownership of 4,685,912 shares of Whitehawk Therapeutics common stock, representing 8.7% of the outstanding shares based on 53,783,329 shares outstanding after the May 14, 2026 private placement.

How many Whitehawk Therapeutics shares does Anupam Dalal beneficially own?

Anupam Dalal is deemed to beneficially own 4,843,775 shares of Whitehawk Therapeutics common stock, equal to 9.0% of the class, including 157,863 shares over which he has sole voting and dispositive power and additional shares held through the Acuta funds.

What did Acuta funds invest in Whitehawk Therapeutics’ May 2026 PIPE?

The Acuta funds purchased 1,275,510 shares of Whitehawk Therapeutics common stock in a private placement that closed on May 14, 2026, at a price of $3.92 per share, with the Partnership acquiring 1,002,800 of those shares.

How much capital have the Acuta funds used to buy WHWK stock?

The Acuta funds used $59,388,056.89 of their working capital to purchase Whitehawk Therapeutics common stock, including $32,746,667.74 paid by the Partnership, reflecting a sizable investment position in the company.

What is the total share count used to calculate Acuta’s WHWK ownership percentages?

Ownership percentages are calculated using 53,783,329 shares of Whitehawk Therapeutics common stock outstanding, which reflects the share count following the closing of the company’s May 14, 2026 private placement transaction.

Why are Acuta and Anupam Dalal filing this amended Schedule 13D on WHWK?

They are filing because Anupam Dalal serves on Whitehawk Therapeutics’ board and the group has accumulated significant positions. They state the shares were acquired for investment purposes and may be increased, reduced or hedged depending on future evaluations.