UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
As disclosed in the Initial Report, this Current Report on Form 8-K/A is being filed to amend the Initial Report to include the pro forma financial information required by Item 9.01(b) of Form 8-K. No other changes are being made to the Initial Report.
The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only and is not necessarily indicative of the pro forma financial position or results of operations that would have been realized had the Divestiture occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations that the Company will experience after the Divestiture.
This Current Report on Form 8-K/A should be read in conjunction with the Initial Report, which provides a more complete description of the Divestiture.
Item 9.01. Financial Statements and Exhibits.
(b) The unaudited pro forma condensed consolidated financial information of the Company as of and for the fiscal year ended December 31, 2024 as required by Item 9.01(b) is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information. | |
| 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.
| WHITEHAWK THERAPEUTICS, INC. | ||||||
| March 31, 2025 | /s/ Scott Giacobello | |||||
| Scott Giacobello | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On March 25, 2025 (the “Closing Date”), Whitehawk Therapeutics, Inc. (the “Company”) completed the previously announced sale of 100% of the outstanding shares of capital stock of Aadi Subsidiary, Inc. (the “Divestiture”) pursuant to the Stock Purchase Agreement (the “Purchase Agreement”) entered into with KAKEN INVESTMENTS INC., a Delaware corporation (“Purchaser”), KAKEN PHARMACEUTICAL CO., LTD, and Aadi Subsidiary, Inc. on December 19, 2024. In accordance with the Purchase Agreement, upon the closing of the Divestiture, Purchaser paid to the Company a cash payment of $102.4 million (following applicable purchase price adjustments under the Purchase Agreement). Among other customary closing conditions, the Divestiture was contingent upon obtaining stockholder approval, which occurred on February 28, 2025.
The following unaudited pro forma consolidated financial statements are intended to show how the Divestiture might have affected the historical financial statements of the Company if the Divestiture had been completed at an earlier time as indicated therein, and such unaudited pro forma consolidated financial statements are derived from, and should be read in conjunction with, the Company’s historical consolidated financial statements and notes thereto, as presented in the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on March 28, 2025 (the “Form 10-K”).
The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 assumes the Divestiture had occurred on December 31, 2024. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024 gives effect to the transaction as if it had occurred as of January 1, 2024.
In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies and dis-synergies of the acquisitions and dispositions for which pro forma effect is being given in the Company’s disclosures as management adjustments. The Company has determined not to disclose such adjustments because it does not believe that presentation of such adjustments would enhance an understanding of the pro forma effects of the Divestiture.
The accounting adjustments to reflect the Divestiture in the unaudited pro forma consolidated financial statements include:
| • | the sale of the assets related to the FYARRO® (sirolimus protein-bound particles for injectable suspension) (albumin-bound) program pursuant to the Purchase Agreement; and |
| • | receipt of the cash proceeds that were payable on the Closing Date in connection with the Divestiture. |
The unaudited pro forma consolidated financial statement information is presented for informational purposes only and is based upon estimates by the Company’s management, which are based upon available information and certain assumptions that the Company’s management believes are reasonable as of the date of this filing. The unaudited pro forma consolidated financial statements are not intended to be indicative of the actual financial position or results of operations that would have been achieved had the Divestiture been consummated as of the periods indicated, nor does it purport to indicate results which may be attained in the future. Actual amounts could differ materially from these estimates.
The unaudited pro forma consolidated balance sheet as of December 31, 2024 and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2024 should be read in conjunction with the notes thereto.
WHITEHAWK THERAPEUTICS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
| As of December 31, 2024 | ||||||||||||||||||||
| Historical Whitehawk Therapeutics, Inc. (As reported) (A) |
Transaction Accounting Adjustments (B) |
Transaction Accounting Adjustments |
Notes | Pro Forma Whitehawk Therapeutics, Inc. |
||||||||||||||||
| Assets |
||||||||||||||||||||
| Current assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 28,670 | $ | — | $ | 102,420 | C | $ | 131,090 | |||||||||||
| Short-term investments |
18,567 | — | — | 18,567 | ||||||||||||||||
| Accounts receivable, net |
5,903 | (5,903 | ) | — | — | |||||||||||||||
| Inventory |
5,311 | (5,311 | ) | — | — | |||||||||||||||
| Prepaid expenses and other current assets |
2,836 | (1,427 | ) | — | 1,409 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total current assets |
61,287 | (12,641 | ) | 102,420 | 151,066 | |||||||||||||||
| Property and equipment, net |
6,846 | (6,774 | ) | — | 72 | |||||||||||||||
| Operating lease right-of-use assets |
787 | (754 | ) | — | 33 | |||||||||||||||
| Other assets |
1,399 | (64 | ) | — | 1,335 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total assets |
$ | 70,319 | $ | (20,233 | ) | $ | 102,420 | $ | 152,506 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Liabilities and stockholders’ equity |
||||||||||||||||||||
| Current liabilities: |
||||||||||||||||||||
| Accounts payable |
$ | 2,159 | $ | (1,940 | ) | $ | — | $ | 219 | |||||||||||
| Accrued liabilities |
14,647 | (8,275 | ) | 3,765 | D | 10,137 | ||||||||||||||
| Operating lease liabilities, current portion |
268 | (229 | ) | — | 39 | |||||||||||||||
| Due to licensor payable |
— | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total current liabilities |
17,074 | (10,443 | ) | 3,765 | 10,396 | |||||||||||||||
| Operating lease liabilities, net of current portion |
565 | (565 | ) | — | 0 | |||||||||||||||
| Other liabilities |
202 | — | — | 202 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities |
17,841 | (11,008 | ) | 3,765 | 10,598 | |||||||||||||||
| Stockholders’ equity: |
||||||||||||||||||||
| Common stock, $0.0001 par value, 300,000,000 shares authorized; 24,680,708 and 24,554,205 shares issued and outstanding as of December 31, 2024 and 2023, respectively |
2 | — | — | 2 | ||||||||||||||||
| Additional paid-in capital |
385,114 | — | — | 385,114 | ||||||||||||||||
| Accumulated other comprehensive income (loss) |
16 | — | — | 16 | ||||||||||||||||
| Accumulated deficit |
(332,654 | ) | (9,225 | ) | 9,225 | (243,224 | ) | |||||||||||||
| (3,765 | ) | D | ||||||||||||||||||
| 93,195 | E | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total stockholders’ equity |
52,478 | (9,225 | ) | 98,655 | 141,908 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities and stockholders’ equity |
$ | 70,319 | $ | (20,233 | ) | $ | 102,420 | $ | 152,506 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| A | As reported in the Annual Report on Form 10-K filed by the Company with the SEC on March 27, 2025. |
| B | Reflects the sale of the Business pursuant to the Stock Purchase Agreement, as if the transaction had occurred on December 31, 2024. |
| C | Reflects cash proceeds for the sale of Aadi Subsidiary, Inc |
| D | Reflects transaction costs not incurred as of December 31, 2024. |
| E | Reflects the estimated gain on the sale of Aadi Subsidairy, Inc. as if the sale occurred on December 31, 2024. |
WHITEHAWK THERAPEUTICS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except share data and earnings per share amounts)
(Unaudited)
| Twelve months ended December 31, 2024 | ||||||||||||
| Historical Whitehawk Therapeutics, Inc. (As reported) |
Transaction Accounting Adjustments (A) |
Pro Forma Whitehawk Therapeutics, Inc. |
||||||||||
| Revenue |
||||||||||||
| Product sales, net |
$ | 25,983 | $ | (25,983 | ) | $ | — | |||||
|
|
|
|
|
|
|
|||||||
| Total Revenue |
25,983 | (25,983 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Operating expenses |
||||||||||||
| Selling, general and administrative |
36,749 | (18,169 | ) | 18,580 | ||||||||
| Research and development |
51,030 | (40,457 | ) | 10,573 | ||||||||
| Restructuring charges |
2,638 | (2,638 | ) | — | ||||||||
| Cost of goods sold |
3,024 | (3,024 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
93,441 | (64,287 | ) | 29,154 | ||||||||
|
|
|
|
|
|
|
|||||||
| Loss from operations |
(67,458 | ) | 38,304 | (29,154 | ) | |||||||
| Other income (expense) |
||||||||||||
| Foreign exchange loss |
(4 | ) | — | (4 | ) | |||||||
| Interest income |
3,925 | — | 3,925 | |||||||||
| Interest expense |
(154 | ) | 154 | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Total other income (expense), net |
3,767 | 154 | 3,921 | |||||||||
|
|
|
|
|
|
|
|||||||
| Loss before income tax expense |
(63,691 | ) | 38,458 | (25,233 | ) | |||||||
| Income tax expense |
— | — | ||||||||||
|
|
|
|
|
|
|
|||||||
| Net loss |
$ | (63,691 | ) | $ | 38,458 | $ | (25,233 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Net loss per share, basic and diluted |
$ | (2.36 | ) | $ | (0.93 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Weighted average number of common shares outstanding, basic and diluted |
27,029,942 | 27,029,942 | ||||||||||
|
|
|
|
|
|
|
|||||||
| A | Reflects the sale of the Business pursuant to the Stock Purchase Agreement, as if the transaction had occurred on January 1, 2024. |