05/18/2026 | Press release | Distributed by Public on 05/18/2026 14:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrant (right to buy) | $0.0001 | 05/14/2026 | A | 2,072,756 | (2) | (2) | Common Stock | 2,072,756 | $8,124,996.24 | 2,072,756 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Castelein Caley C/O WHITEHAWK THERAPEUTICS, INC. 2 HEADQUARTERS PLAZA, EAST BUILDING, 11T MORRISTOWN, NJ 07960 |
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| /s/ Stephen Rodin, as Attorney-in-Fact | 05/18/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares held by KVP Capital, LP. The Reporting Person is the Managing Director of KVP Capital. The Reporting Person disclaims beneficial ownership of shares held by KVP Capital, except to the extent of his pecuniary interest therein. |
| (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 14, 2026, exercise the Pre-Funded Warrant until it has been exercised in full. Pursuant to the terms of the Pre-Funded Warrant, the holder cannot exercise any of the Pre-Funded Warrant to the extent the holder and its affiliates, including the Reporting Person, would beneficially own, after any such exercise, more than 4.99% of the outstanding Common Stock. |
| (3) | Pre-Funded Warrant held by KVP Capital, LP. The Reporting Person is the Managing Director of KVP Capital. The Reporting Person disclaims beneficial ownership of the Pre-Funded Warrant held by KVP Capital, except to the extent of his pecuniary interest therein. |