22,321,887 Shares of Common Stock

 

This prospectus relates to the offer and resale from time to time of up to 22,321,887 shares (the "Shares") of common stock, par value $0.0001 per share, of Whitehawk Therapeutics, Inc., a Delaware corporation (the "Company"), by the selling stockholders identified in this prospectus, including their transferees, pledgees or donees or their respective successors (the "selling stockholders"), which Shares consist of 4,330,866 outstanding shares of our common stock held by the selling stockholders and 17,991,021 shares of our common stock issuable upon the exercise of outstanding pre-funded warrants to purchase shares of our common stock held by the selling stockholders. Such securities were issued and sold to the selling stockholders in a private placement (the "Private Placement") pursuant to a securities purchase agreement among us and such selling stockholders dated May 12, 2026 (the "Purchase Agreement"). Concurrently with the closing of the Private Placement, we entered into a registration rights agreement (the "Registration Rights Agreement") with the selling stockholders, and we are registering the Shares being offered hereunder pursuant to such registration rights agreement on behalf of the selling stockholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Shares offered by this prospectus.

We have agreed, pursuant to the registration rights agreement, to bear all of the expenses incurred in connection with the registration of the Shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.