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): ~~March 25~~ May 8, 2025

_____________________

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)

(I.R.S. Employer Identification No.)

2 Headquarters Plaza East Building, 11th Floor Morristown, New Jersey	07960
2 Headquarters Plaza, East Building, 11th FloorMorristown, NJ		07960
(Address of principal executive offices)	~~(Zip code)~~	(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:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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~~

TradingSymbol(s)

Name of each exchangeon which registered

Common Stock, par value $0.0001 per share

~~WHWK~~

~~The Nasdaq Stock Market LLC~~

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 ☐ o

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. ☐ o

Item 2.0102. ~~Completion~~Results of ~~Acquisition~~Operations orand ~~Disposition~~Financial ~~of Assets~~Condition.

On ~~March~~May 258, 2025, Whitehawk Therapeutics, Inc. (the “"Company”") ~~completed~~issued ~~its~~a ~~previously~~press ~~announced~~release ~~sale~~announcing ofits ~~100%~~financial ofresults ~~the~~for ~~outstanding shares of capital stock of Aadi Subsidiary, Inc. (~~the ~~“Divestiture”)~~quarter ~~pursuant~~ended 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 DecemberMarch 1931, ~~2024~~2025. InA ~~accordance~~copy ~~with the Purchase Agreement, upon the closing~~ of the ~~Divestiture,~~press ~~Purchaser~~release ~~paid~~is toattached ~~the~~hereto ~~Company~~as aExhibit ~~cash payment of $102~~99.~~4 million~~1 ~~(following~~and ~~applicable~~is ~~purchase~~incorporated ~~price~~herein ~~adjustments~~by ~~under the Purchase Agreement)~~reference.

~~The~~All ~~foregoing description~~ of the ~~Divestiture~~information furnished in this Item 2.02 and ~~the~~Item ~~Purchase~~9.01 ~~Agreement~~(including ~~does~~Exhibit 99.1) shall not ~~purport~~be deemed to be ~~complete~~“filed” ~~and~~for ispurposes ~~qualified~~of inSection ~~its~~18 ~~entirety~~of bythe ~~reference~~Securities toExchange ~~the~~Act ~~Purchase~~of ~~Agreement~~1934, ~~which~~as ~~was~~amended ~~filed~~(the as“Exchange ~~Exhibit~~Act”), ~~2.1~~or otherwise subject to the ~~Company’s~~liabilities ~~Current~~of ~~Report~~that onsection, ~~Form 8-K filed~~nor ~~with~~shall it be deemed incorporated by reference into any filing under the Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933, onas ~~December 20~~amended, ~~2024~~or ~~and~~the isExchange ~~incorporated~~Act, ~~herein~~except as shall be expressly set forth by specific reference. in such a filing.

Item 9.01. Financial Statements and Exhibits.

(b) The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K no later than four business days after the closing of the Divestiture.

(d) Exhibits

Exhibit Number	~~Description~~	Description
2.1†	Stock Purchase Agreement, dated December 19, 2024, among Aadi Bioscience, Inc., KAKEN INVESTMENTS INC., KAKEN PHARMACEUTICAL CO., LTD., and Aadi Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 20, 2024).
99.1		Press Release, dated May 8, 2025
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document).~~	Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.
May 8, 2025	/s/ Scott Giacobello
March 26, 2025		/s/ Scott Giacobello
	Scott Giacobello
		Scott Giacobello
	Chief Financial Officer
		Chief Financial Officer

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