UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Werewolf Therapeutics, Inc. (the “Company”) is saddened to report that Dr. Alon Lazarus, Ph.D., a member of the Company’s Board of Directors (the “Board”), passed away on September 30, 2025. Dr. Lazarus joined the Company’s Board in August 2019 and served as Chair of the Compensation Committee and as a member of the Audit Committee. The Company is grateful for Dr. Lazarus’s dedication and service to the Company and recognize his unique insights and ardent support of the Company. The Company’s management and Board extend their sincerest condolences to Dr. Lazarus’s family.
Dr. Lazarus’s death reduced the number of directors currently serving on the Company’s Audit Committee to two, rendering the Company noncompliant with Rule 5605(c)(2) of the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”), which requires that the Audit Committee of a Nasdaq-listed company have at least three members, each meeting independence and certain other criteria.
On October 2, 2025, the Company notified Nasdaq of the resulting non-compliance with Nasdaq listing rules caused by Dr. Lazarus’s passing. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2), which cure period will expire upon the earlier of the Company’s next annual meeting of stockholders or September 30, 2026.
The Company also informed Nasdaq that the Board plans to regain compliance with the listing rules at its earliest opportunity by appointing an additional independent director of the Company to fill the vacancy on the Company’s Audit Committee.
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: October 6, 2025 | By: | /s/ Timothy W. Trost | ||||
| Timothy W. Trost | ||||||
| Chief Financial Officer and Treasurer | ||||||