Avoro boosts Whitehawk Therapeutics (WHWK) stake with pre-funded PIPE warrants

Rhea-AI Filing Summary

Whitehawk Therapeutics’ major holder Avoro has updated its ownership disclosure following a new PIPE financing involving pre-funded warrants. Avoro Life Sciences, through Avoro Capital, agreed to buy 6,377,714 pre-funded warrants at a purchase price of $3.9199 per underlying share, with an exercise price of $0.0001 per share.

Avoro Capital Advisors LLC reports beneficial ownership of 15,893,516 shares of Common Stock, or 19.99% of the class, including 13,044,114 shares issuable upon exercise of pre-funded warrants, subject to a 19.99% beneficial ownership blocker. Avoro Ventures LLC reports 2,288,950 shares, or 4.1%, including 1,666,600 pre-funded warrant shares. Behzad Aghazadeh reports 18,292,675 shares, or 19.99%, including director options and 14,710,714 pre-funded warrant shares, all calculated against 68,494,043 shares of Common Stock.

Key Figures

Avoro Capital beneficial ownership: 15,893,516 shares (19.99%) Avoro Ventures beneficial ownership: 2,288,950 shares (4.1%) Behzad Aghazadeh beneficial ownership: 18,292,675 shares (19.99%) +5 more

8 metrics

Avoro Capital beneficial ownership 15,893,516 shares (19.99%) Common Stock beneficially owned by Avoro Capital Advisors LLC

Avoro Ventures beneficial ownership 2,288,950 shares (4.1%) Common Stock beneficially owned by Avoro Ventures LLC

Behzad Aghazadeh beneficial ownership 18,292,675 shares (19.99%) Common Stock beneficially owned including options and warrants

2026 PIPE pre-funded warrants 6,377,714 warrants Pre-Funded Warrants purchased on behalf of Avoro Life Sciences

PIPE warrant purchase price $3.9199 per share Purchase price per underlying share in 2026 PIPE Financing

Warrant exercise price $0.0001 per share Exercise price of the Pre-Funded Warrants

Ownership blocker threshold 19.99% of outstanding shares Beneficial ownership cap for exercising pre-funded warrants

Shares used for ownership base 68,494,043 shares Total Common Stock used to calculate beneficial ownership

Key Terms

Pre-Funded Warrants, 19.99% Blocker, Securities Purchase Agreement, Registration Rights Agreement, +2 more

6 terms

Pre-Funded Warrants financial

"The Pre-Funded Warrants will have an exercise price of $0.0001 per share of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

19.99% Blocker financial

"the Pre-Funded Warrants are subject to the 19.99% Blocker and the percentage set forth on row (13)"

Securities Purchase Agreement financial

"the Issuer entered into a Securities Purchase Agreement (the "2026 Securities 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 will enter into a 2026 Registration Rights Agreement (the "2026 Registration Rights Agreement")"

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.

beneficially owned financial

"aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

PIPE Financing financial

"at a purchase price of $3.9199 per share (the "2026 PIPE Financing")"

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 AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Whitehawk Therapeutics, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

00032Q104

(CUSIP Number)

Scott Epstein
Avoro Capital Advisors LLC, 110 Greene Street, Suite 800
New York, NY, 10012
212-937-4970

Ele Klein & David Curtiss
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

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

05/12/2026

(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

Avoro Capital Advisors 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 15,893,516.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,893,516.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,893,516.00

12

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

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

The amounts in rows (7), (9) and (11) include 13,044,114 shares of Common Stock issuable upon exercise of Pre-Funded Warrants. As more fully described in Item 5, the Pre-Funded Warrants are subject to the 19.99% Blocker (as defined in Item 5(a)) and the percentage set forth on row (13) gives effect to the 19.99% Blocker. The percentage set forth on row (13) and the number of shares of Common Stock set forth on rows (7), (9) and (11) reflect the full exercise of the Pre-Funded Warrants reported on this cover page; however, the ability to exercise such Pre-Funded Warrants at any given time is subject to the 19.99% Blocker which applies to the beneficial ownership of the Reporting Persons in the aggregate.

SCHEDULE 13D

CUSIP Number(s): 00032Q104

1

Name of reporting person

Avoro Ventures 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 2,288,950.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,288,950.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,288,950.00

12

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

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

The amounts in rows (7), (9) and (11) include 1,666,600 shares of Common Stock issuable upon exercise of Pre-Funded Warrants. As more fully described in Item 5, Avoro Ventures beneficially owns Pre-Funded Warrants subject to the19.99% Blocker. The percentage set forth on row (13) and the number of shares of Common Stock set forth on rows (7), (9) and (11) reflect the full exercise of the Pre-Funded Warrants reported on this cover page; however, the ability to exercise such Pre-Funded Warrants at any given time is subject to the 19.99% Blocker which applies to the beneficial ownership of the Reporting Persons in the aggregate.

SCHEDULE 13D

CUSIP Number(s): 00032Q104

1

Name of reporting person

Behzad Aghazadeh

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 18,292,675.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 18,292,675.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,292,675.00

12

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

13

Percent of class represented by amount in Row (11)

19.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amounts in rows (7), (9) and (11) include 110,209 shares of Common Stock underlying director stock options and 14,710,714 shares of Common Stock issuable upon exercise of Pre-Funded Warrants. As more fully described in Item 5, the Pre-Funded Warrants are subject to the 19.99% Blocker and the percentage set forth on row (13) gives effect to the 19.99% Blocker. However, rows (7), (9) and (11) show the number of shares of Common Stock that would be issuable upon the full exercise of the Pre-Funded Warrants and does not give effect to the 19.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 19.99% Blocker, is less than the number of securities reported on rows (7), (9) and (11).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.0001 per share
(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 1 Comment: This Amendment No. 5 ("Amendment No. 5") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 4, 2021 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"). This Amendment No. 5 amends and restates Items 5(a)-(c) and supplements Items 3 and 4 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The Pre-Funded Warrants to purchase 6,377,714 shares of Common Stock were acquired on behalf of Avoro Life Sciences by Avoro Capital for an aggregate purchase price of approximately $25,000,001 including brokerage commissions, using the working capital of Avoro Life Sciences.
Item 4.	Purpose of Transaction
	On May 12, 2026, the Issuer entered into a Securities Purchase Agreement (the "2026 Securities Purchase Agreement") with Avoro Life Sciences Fund LLC ("Avoro Life") and certain other purchasers named therein (collectively, the "2026 PIPE Investors"). Pursuant to the 2026 Securities Purchase Agreement, the Issuer agreed to sell to Avoro Life an aggregate of 6,377,714 pre-funded warrants (the "Pre-Funded Warrants") to acquire Common Stock at a purchase price of $3.9199 per share (the "2026 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. Avoro Life may not exercise a Pre-Funded Warrant if it, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Avoro Life may decrease or, by providing at least 61 days' prior notice to the Issuer, increase such percentages not in excess of 19.99%. The foregoing summaries of the 2026 Securities Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entireties by reference to the 2026 Securities Purchase Agreement and the form of Pre-Funded Warrant, which are included as Exhibit 99.10 and Exhibit 99.11, respectively, hereto and are incorporated herein by reference. At the closing of the 2026 PIPE Financing, in connection with the 2026 Securities Purchase Agreement, the Issuer will enter into a 2026 Registration Rights Agreement (the "2026 Registration Rights Agreement") with the 2026 PIPE Investors. Pursuant to the 2026 Registration Rights Agreement, the Issuer is required to prepare and file a resale registration statement with the SEC on or prior to the later of (i) 30 calendar days following the closing of the 2026 PIPE Financing. The Issuer will be required to 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 2026 PIPE Financing (or within 90 calendar days following the closing of the 2026 PIPE Financing if the SEC reviews such registration statement), subject to acceleration under certain circumstances. The foregoing summary of the 2026 Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of 2026 Registration Rights Agreement, which is included as Exhibit 99.12 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 68,494,043 shares of Common Stock, which is the sum of (i) 49,452,463 shares of Common Stock outstanding as of May 4, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed by the Issuer with the Securities and Exchange Commission on May 7, 2026, (ii) 4,330,866 shares of Common Stock to be issued pursuant to the 2026 PIPE Financing, as disclosed on the Issuer's Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 13, 2026 and (iii) 14,710,714 shares of Common Stock to be issued based upon the exercise of the Pre-Funded Warrants held pursuant to the 2024 PIPE Financing and the 2026 PIPE Financing, subject to the 19.99% Blocker (as defined below). Pursuant to the terms of the Pre-Funded Warrants, 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"). The percentage set forth in Row (13) and the number of shares of Common Stock on rows (7), (9) and (11) of the cover page for each Reporting Person give effect to the 19.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all the Pre-Funded Warrants held by the Funds due to the 19.99% Blocker.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	No transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information disclosed in Item 4 of this Amendment No. 5 to the Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.10: 2026 Securities Purchase Agreement, dated May 12, 2026, by and among the Issuer and the purchasers identified on Exhibit A thereto (incorporated herein by reference in Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on May 13, 2026). Exhibit 99.11: Form of Pre-Funded Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Issuer on May 13, 2026). Exhibit 99.12: Form of 2026 Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Issuer 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.

Avoro Capital Advisors LLC

Signature:	/s/ Scott Epstein
Name/Title:	Scott Epstein, Chief Operating Officer & Chief Compliance Officer
Date:	05/14/2026

Avoro Ventures LLC

Signature:	/s/ Scott Epstein
Name/Title:	Scott Epstein, Chief Operating Officer & Chief Compliance Officer
Date:	05/14/2026

Behzad Aghazadeh

Signature:	/s/ Behzad Aghazadeh
Name/Title:	Behzad Aghazadeh, Individually
Date:	05/14/2026

FAQ

What does Avoro’s amended Schedule 13D/A disclose about its Whitehawk (WHWK) stake?

The amendment shows Avoro-related entities beneficially owning up to 19.99% of Whitehawk common stock each, largely via pre-funded warrants. These figures are calculated against 68,494,043 shares, including shares outstanding and issuable under PIPE financings and warrants.

How many pre-funded warrants did Avoro Life Sciences purchase in the 2026 PIPE for WHWK?

Avoro Life Sciences agreed to purchase 6,377,714 pre-funded warrants to acquire Whitehawk common stock. The warrants were bought for an aggregate price of about $25,000,001, including commissions, using Avoro Life Sciences’ working capital, as part of the 2026 PIPE Financing.

What are the key terms of the pre-funded warrants held by Avoro in Whitehawk (WHWK)?

The pre-funded warrants have a $3.9199 purchase price per underlying share and a nominal $0.0001 exercise price. They are immediately exercisable and remain exercisable until fully exercised, but are subject to a 19.99% beneficial ownership blocker for Avoro and its affiliates.

How is the 19.99% ownership blocker structured for Avoro’s WHWK warrants?

The blocker prevents Avoro and affiliates from exercising pre-funded warrants if exercise would push beneficial ownership above 19.99% of outstanding shares. Avoro may decrease this limit, or increase it up to 19.99% by giving at least 61 days’ prior notice to Whitehawk.

What registration rights do Avoro and other 2026 PIPE investors have in Whitehawk (WHWK)?

Under the 2026 Registration Rights Agreement, Whitehawk must file a resale registration statement for PIPE investors’ securities within a set period after closing. The company must use commercially reasonable efforts to obtain SEC effectiveness within 60–90 days, depending on SEC review.

How many Whitehawk (WHWK) shares are used to calculate Avoro’s beneficial ownership percentages?

Beneficial ownership percentages are based on 68,494,043 shares of Whitehawk common stock. This includes 49,452,463 shares outstanding as of May 4, 2026, 4,330,866 shares to be issued in the 2026 PIPE, and 14,710,714 shares issuable from pre-funded warrants.