UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Prospectus Supplement Filing
On February 9, 2024, Werewolf Therapeutics, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) under the Company’s universal shelf registration statement on Form S-3 (File No. 333-264844) that was originally filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2022 and declared effective by the SEC on May 20, 2022 (the “Registration Statement”), relating to the offer and sale of a total of up to $25.0 million of shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), pursuant a Sales Agreement (the “Sales Agreement”), dated as of May 10, 2022, with Leerink Partners LLC. The Company previously filed a sales agreement prospectus with the SEC on May 10, 2022 (the “Prior Prospectus”) relating to the offer and sale pursuant to the Sales Agreement of shares of the Company’s common stock having an aggregate offering price of up to $50.0 million. As of the date of the Prospectus Supplement, the Company had issued and sold shares of common stock for aggregate gross sale proceeds of approximately $50.0 million pursuant to the Sales Agreement and the Prior Prospectus. Upon the filing of the Prospectus Supplement, the Company will not make any offers or sales of its common stock pursuant to the Prior Prospectus.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings for the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Shares Outstanding
As of January 31, 2024, there were 40,660,732 shares of common stock of the Company issued and outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
| 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.
| WEREWOLF THERAPEUTICS, INC. | ||||||
| Date: February 9, 2024 | By: | /s/ Timothy W. Trost | ||||
| Timothy W. Trost | ||||||
| Chief Financial Officer and Treasurer | ||||||