Form 8-K

8-K — Whitehawk Therapeutics, Inc.

Accession: 0001193125-26-388010

Filed: 2026-09-10

Period: 2026-09-09

CIK: 0001422142

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d160342d8k.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2026

Whitehawk Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38560

61-1547850

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2 Headquarters Plaza, East Building

11th Floor

Morristown, New Jersey

07960

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 551 321-2234

(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

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.0001 par value per share

WHWK

The Nasdaq Stock Market LLC

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2026, the board of directors (the “Board”) of Whitehawk Therapeutics, Inc. (the “Company”) increased the number of its authorized directors from nine to ten, and appointed Vijay Iyengar, M.D. to fill the newly created opening on the Board, effective September 9, 2026. Dr. Iyengar was appointed as a Class III director for a term which will expire at the Company’s 2029 annual meeting of stockholders, subject to his earlier resignation, death or removal.

Dr. Iyengar, age 54, served from May 2022 to November 2025 as Executive Vice President, Global Medical Affairs, Product and Partnership Strategy of Incyte Corporation (Nasdaq: INCY), a biopharmaceutical company, and served from May 2016 to April 2022 as Executive Vice President, Global Strategy and Corporate Development of Incyte. Prior to joining Incyte, from April 2014 to April 2016, Dr. Iyengar was the President of Genoptix Medical Laboratory, a Novartis Company. From December 2011 to March 2014, Dr. Iyengar was the Vice President, Rare Diseases Franchise Head at Novartis Oncology and from July 2009 to November 2011, he was the Oncology General Manager of Novartis Greece. From October 2007 to June 2009, Dr. Iyengar was the Global Brand Executive Director at Novartis Pharmaceuticals, and from January 2007 to October 2007, he was the Global Brand Senior Director, Oncology at Novartis Pharmaceuticals. Dr. Iyengar received his B.S. in Biology from Stanford University and earned his M.D. from Harvard Medical School.

We believe that Dr. Iyengar is qualified to serve on our Board because of his extensive industry background and experience in the life sciences industry.

As a non-employee director, Dr. Iyengar will participate in the Company’s compensation program applicable to all non-employee directors. Under the Company’s Outside Director Compensation Policy as currently in effect (the “Outside Director Compensation Policy”), each non-employee director receives a base annual retainer of $40,000. Pursuant to the Outside Director Compensation Policy, Dr. Iyengar was granted an initial award of stock options to purchase 76,080 shares of the Company’s common stock, which award was granted on September 9, 2026, the first trading date on or after September 9, 2026, and will vest on a monthly basis ratably over three years (subject to Dr. Iyengar remaining a service provider of the Company through the applicable vesting dates).

The Company also entered into an indemnification agreement with Dr. Iyengar in the same form as its standard form of indemnification agreement with its other directors.

There are no family relationships between Dr. Iyengar, on the one hand, and any director or executive officer of the Company, on the other hand, and Dr. Iyengar was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Dr. Iyengar has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

On September 10, 2026, the Company issued a press release announcing the appointment of Dr. Iyengar as a director. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated September 10, 2026

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.

Date: September 10, 2026

By:

/s/ Scott Giacobello

Scott Giacobello

Chief Financial Officer

EX-99.1

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EX-99.1

Exhibit 99.1

PRESS RELEASE

Whitehawk Therapeutics Appoints Vijay Iyengar, MD, to Board of Directors

Former Incyte Executive Brings Extensive Oncology, Corporate Strategy, Business Development and Medical Affairs Experience

MORRISTOWN, N.J., September 10, 2026 /PRNewswire/ — Whitehawk Therapeutics, Inc. (Nasdaq: WHWK), a

clinical-stage oncology therapeutics company applying advanced technologies to established tumor biology to efficiently develop improved antibody-drug conjugate (ADC) cancer treatments, today announced the appointment of Vijay Iyengar, MD, to its

Board of Directors, effective September 9, 2026.

Dr. Iyengar brings more than two decades of oncology experience building and scaling

global businesses, leading strategic transactions across development-stage and commercial assets and guiding product portfolios from early development through commercialization. During his nine years in senior leadership roles at Incyte Corporation,

he helped drive transformative change, including the launch of five brands across eight indications, the company’s expansion into more than 20 countries and growth from approximately $1B to more than $4B in annual revenue.

“I’m pleased to welcome Vij to the Board at this important stage of Whitehawk’s growth,” said Dave Lennon, PhD, President and Chief

Executive Officer of Whitehawk Therapeutics. “His expansive leadership experience in oncology will be valuable as we continue to advance our clinical programs, expand our ADC portfolio and make disciplined decisions about how best to develop

and realize the potential of our pipeline.”

Prior to joining Incyte, Dr. Iyengar held senior leadership positions in oncology at Novartis.

Earlier in his career, he was an Engagement Manager in the healthcare practice at McKinsey & Company. Dr. Iyengar received a BS in Biology from Stanford University and an MD from Harvard Medical School.

“I was drawn to Whitehawk for its strong foundation built on scientific rigor and a clear strategic vision,” said Dr. Iyengar. “I look

forward to working with the leadership team and my fellow directors to help guide Whitehawk through its next phase as they work to bring new ADC treatments to patients with cancer.”

About Whitehawk Therapeutics

Whitehawk

Therapeutics is a clinical-stage oncology therapeutics company applying advanced technologies to established tumor biology to efficiently develop improved cancer treatments. Whitehawk’s portfolio includes

HWK-007, HWK-016 and HWK-206, ADCs engineered to overcome the limitations of first-generation predecessors to deliver a

meaningful impact for patients with difficult-to-treat cancers. These assets are in-licensed from WuXi Biologics under an

exclusive development and global commercialization agreement.

Whitehawk’s underlying ADC platform leverages CPT113 as the core linker-payload

technology, enhanced with its proprietary Carbon Bridge Cysteine Re-pairing (CBCR) bioconjugation process to support improved stability and therapeutic index. Whitehawk has an option agreement with Hangzhou

DAC for access to CPT113 for use in up to five additional ADC programs. More information on the Company is available at www.whitehawktx.com and connect with us on LinkedIn.

PRESS RELEASE

Forward-Looking Statements

This press release contains certain forward-looking statements regarding the business of Whitehawk Therapeutics that are not a description of historical

facts within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the Company’s current beliefs and expectations and may include, but are not limited to, statements relating to: the

potential therapeutic value and market opportunity for the Company’s ADC portfolio; plans related to the Company’s development of its portfolio of ADC assets; n; and the Company’s ability to expand its pipeline opportunities.

Actual results could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, uncertainties associated with preclinical and clinical development of

the ADC portfolio, including potential delays in the commencement, enrollment and completion of clinical trials; failure to demonstrate the efficacy of the ADC portfolio in preclinical and clinical studies; the risk that unforeseen adverse reactions

or side effects may occur in the course of testing of the ADC assets; and risks related to the Company’s estimates regarding future expenses, capital requirements and need for additional financing.

Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements

are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including under the caption “Item 1A. Risk Factors,” and in Whitehawk’s

subsequent Quarterly Reports on Form 10-Q, and elsewhere in Whitehawk’s reports and other documents that Whitehawk has filed, or will file, with the SEC from time to time and available at www.sec.gov.

All forward-looking statements in this press release are current only as of the date hereof and, except as required by applicable law, Whitehawk

undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their

entirety by this cautionary statement. This cautionary statement is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Contact:

IR@whitehawktx.com

###

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