HOWL / Werewolf Therapeutics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Werewolf Therapeutics, Inc.
US ˙ NasdaqGS ˙ US95075A1079

Mga Batayang Estadistika
CIK 1785530
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Werewolf Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 14, 2025 8-K

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): August 14, 2025 WEREWOLF THERAPEU

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): August 14, 2025 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

August 14, 2025 EX-99.2

©2025 WEREWOLF THERAPEUTICS1 | CORPORATE PRESENTATION | August 2025 Building a Novel Class of Conditionally Activated Immunotherapies for Patients with Cancer ©2025 WEREWOLF THERAPEUTICS2 | Cautionary Statements This presentation contains forward-loo

a06302025ex992 ©2025 WEREWOLF THERAPEUTICS1 | CORPORATE PRESENTATION | August 2025 Building a Novel Class of Conditionally Activated Immunotherapies for Patients with Cancer ©2025 WEREWOLF THERAPEUTICS2 | Cautionary Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties.

August 14, 2025 EX-10.2

Employment Agreement dated as of April 3, 2025, by and between the Registrant and Steven Bloom.

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of April 3rd, 2025, by and between Werewolf Therapeutics, Inc. (the “Company”), and Steven Bloom (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Company desires to employ the Executive as its Chief Business Officer; WHEREAS, the Executive has agreed to accept employment with the Company on

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-40

August 14, 2025 EX-99.1

Werewolf Therapeutics Reports Second Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Werewolf Therapeutics Reports Second Quarter 2025 Financial Results and Provides Business Update – WTX-124 Phase 1/1b clinical trial on track for interim data readout in the fourth quarter of 2025, including patients in both the monotherapy and combination expansion arms of cutaneous melanoma and renal cell carcinoma – – Planning to engage with U.S. Food & Drug Administration (FDA) in

June 13, 2025 EX-3.1

Third Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2025).

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF WEREWOLF THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 3 1.10 Action at Meeting 3 1.11 Nomination of Directors 4 1

June 13, 2025 8-K

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): June 12, 2025 WEREWOLF THERAPEUTI

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): June 12, 2025 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commissi

May 15, 2025 8-K

Current Report

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): May 13, 2025 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commissio

May 13, 2025 CORRESP

WEREWOLF THERAPEUTICS, INC. 200 Talcott Avenue, 2nd Floor Watertown, MA 02472

WEREWOLF THERAPEUTICS, INC. 200 Talcott Avenue, 2nd Floor Watertown, MA 02472 May 13, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Werewolf Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-287078 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated

May 8, 2025 EX-99.1

Werewolf Therapeutics Reports First Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 Werewolf Therapeutics Reports First Quarter 2025 Financial Results and Provides Business Update – WTX-124 Phase 1/1b clinical trial on track for data readouts and interactions with the FDA in the second half of the year – – First patient dosed in the Phase 1b/2 clinical trial of WTX-330, seeking to build on the clinical activity and tolerability demonstrated in the recently completed

May 8, 2025 8-K

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): May 8, 2025 WEREWOLF THERAPEUTICS

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): May 8, 2025 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer of

May 8, 2025 EX-99.2

©2025 WEREWOLF THERAPEUTICS1 | Delivering the Power of Immunotherapy CORPORATE PRESENTATION | May 2025 ©2025 WEREWOLF THERAPEUTICS2 | Cautionary Statements This presentation contains forward-looking statements that involve substantial risks and uncer

a03312025ex992 ©2025 WEREWOLF THERAPEUTICS1 | Delivering the Power of Immunotherapy CORPORATE PRESENTATION | May 2025 ©2025 WEREWOLF THERAPEUTICS2 | Cautionary Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties.

May 8, 2025 EX-4.6

Form of Subordinated Note

Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

May 8, 2025 EX-1.2

Sales Agreement, dated as of May 10, 2022, by and between the Registrant and Leerink Partners LLC

Exhibit 1.2 WEREWOLF THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT May 10, 2022 SVB SECURITIES LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows: 1. Issuanc

May 8, 2025 EX-99.1

Form of Inducement Stock Option Agreement.

EX-99.1 Exhibit 99.1 Werewolf Therapeutics, Inc. Form of Inducement Stock Option Agreement 1. Grant of Option. This agreement evidences the grant by Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), on [] (the “Grant Date”) to [] (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein, a total of [] shares (the “Shares”) of common stock,

May 8, 2025 S-8

As filed with the Securities and Exchange Commission on May 8, 2025

S-8 As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

May 8, 2025 EX-4.3

Form of Senior Indenture

Exhibit 4.3 WEREWOLF THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) I

May 8, 2025 S-3

As filed with the Securities and Exchange Commission on May 8, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 8, 2025 Registration No.

May 8, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Werewolf Therapeutics, Inc.

May 8, 2025 EX-FILING FEES

Calculation of Filing Fee Tables.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Werewolf Therapeutics, Inc.

May 8, 2025 EX-4.5

Form of Senior Note

Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-4

May 8, 2025 EX-10.1

Non-Employee Director Compensation Policy

Exhibit 10.1 WEREWOLF THERAPEUTICS, INC. DIRECTOR COMPENSATION POLICY The non-employee directors of Werewolf Therapeutics, Inc. (the “Company”) shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company. 1.Initial Stock Option Grant. Upon initial election to the Board, each non-employee director will be granted, automatically and wi

May 8, 2025 EX-4.4

Form of Subordinated Indenture

Exhibit 4.4 WEREWOLF THERAPEUTICS, INC. and Trustee INDENTURE Dated as of      SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4

April 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ De

April 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (a

March 11, 2025 S-8

As filed with the Securities and Exchange Commission on March 11, 2025

As filed with the Securities and Exchange Commission on March 11, 2025 Registration No.

March 11, 2025 EX-19

Insider Trading Policy

Exhibit 19 WEREWOLF THERAPEUTICS, INC. Insider Trading Policy 1.BACKGROUND AND PURPOSE 1.1Why Have We Adopted This Policy? The federal securities laws prohibit any member of the Board of Directors (a “Director”), officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), an “executive officer”) or employee of Werewolf Therapeutics, Inc. (together with its

March 11, 2025 EX-10.21

First Amendment to Lease dated as of December 31, 2024 by and between the Registrant and ARE-MA Region No. 75, LLC.

Exhibit 10.21 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of December 31, 2024, by and between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and WEREWOLF THERAPEUTICS, INC., a Delaware corporation (“Tenant”). RECITALS WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated as of June 1, 2021, as a

March 11, 2025 EX-FILING FEES

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Werewolf Therapeutics, Inc.

March 11, 2025 EX-99.1

Werewolf Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update –Full enrollment in cutaneous melanoma dose-expansion arms of Phase 1/1b clinical trial evaluating WTX-124 as monotherapy and in combinatio

Exhibit 99.1 Werewolf Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update –Full enrollment in cutaneous melanoma dose-expansion arms of Phase 1/1b clinical trial evaluating WTX-124 as monotherapy and in combination with pembrolizumab expected by the end of the first half and the second half of 2025, respectively - –Plan to meet with the FDA in the

March 11, 2025 EX-10.22

Non-Employee Director Compensation Policy.

Exhibit 10.22 WEREWOLF THERAPEUTICS, INC. DIRECTOR COMPENSATION POLICY The non-employee directors of Werewolf Therapeutics, Inc. (the “Company”) shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company. 1.Initial Stock Option Grant. Upon initial election to the Board, each non-employee director will be granted, automatically and w

March 11, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2025 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

March 11, 2025 424B5

Up to $14,437,740 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264844 AMENDMENT NO. 1 To Prospectus Supplement dated February 9, 2024 (To Prospectus dated May 20, 2022) Up to $14,437,740 Common Stock This Amendment No. 1 to Prospectus Supplement, or this Amendment, amends and supplements the information in the prospectus, dated May 20, 2022, filed as part of our registration statement on Form S-3 (File No.

March 11, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-4036

February 24, 2025 8-K

Current Report

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): February 19, 2025 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Comm

November 14, 2024 SC 13G/A

HOWL / Werewolf Therapeutics, Inc. / BANK OF AMERICA CORP /DE/ Passive Investment

SC 13G/A 1 doc1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 01)* WEREWOLF THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 95075A107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

November 14, 2024 SC 13G/A

HOWL / Werewolf Therapeutics, Inc. / PFM Health Sciences, LP - SC 13G/A Passive Investment

SC 13G/A 1 tm2427962d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Werewolf Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number

November 14, 2024 EX-99

LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION

EX-99 2 bacpoa.htm BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation" ), does hereby make, constitute, and appoint each of Marie Andre, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Kelvin Kwo k, Frank Lui, James Todd, Ben Tsoi, Michelle Wong, and Monica Yako as an attorney-in-fact for the Corporation acting for th

November 13, 2024 SC 13G/A

HOWL / Werewolf Therapeutics, Inc. / Rubric Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 tm2427812d10sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Chec

November 12, 2024 EX-99.1

Cautionary Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties inherent in the development of product candidates, including the conduct uncertainties. All statements, other than statements

Exhibit 99.1 Delivering the Power of Immunotherapy CORPORATE PRESENTATION | November 2024 1 | ©2024 WEREWOLF THERAPEUTICS Cautionary Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties inherent in the development of product candidates, including the conduct uncertainties. All statements, other than statements of historical facts, contai

November 12, 2024 SC 13G/A

HOWL / Werewolf Therapeutics, Inc. / Adage Capital Management, L.P. - WEREWOLF THERAPEUTICS, INC. Passive Investment

SC 13G/A 1 p24-3023sc13ga.htm WEREWOLF THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 95075A107 (CUSIP Number) September 30, 2024** (Date of Event Which Requires Filing of This

November 12, 2024 8-K

Regulation FD Disclosure

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): November 12, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Comm

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 0

November 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): November 7, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employe

November 7, 2024 EX-99.1

Werewolf Therapeutics Reports Third Quarter 2024 Financial Results and Provides Business Update –Interim data from ongoing Phase 1 clinical trial of WTX-330, further characterizing tolerability and activity profile, to be presented at SITC Annual Mee

Exhibit 99.1 Werewolf Therapeutics Reports Third Quarter 2024 Financial Results and Provides Business Update –Interim data from ongoing Phase 1 clinical trial of WTX-330, further characterizing tolerability and activity profile, to be presented at SITC Annual Meeting – –Monotherapy and combination expansion arms open and enrolling in ongoing Phase 1/1b clinical trial of WTX-124; initial efficacy d

November 7, 2024 EX-99.2

Werewolf Therapeutics Presents Preclinical and Clinical Data at the Society for Immunotherapy of Cancer’s (SITC) 39th Annual Meeting –Interim phase 1 clinical trial update reveals the clinical potential of the tumor-activated IL-12 prodrug WTX-330, w

Exhibit 99.2 Werewolf Therapeutics Presents Preclinical and Clinical Data at the Society for Immunotherapy of Cancer’s (SITC) 39th Annual Meeting –Interim phase 1 clinical trial update reveals the clinical potential of the tumor-activated IL-12 prodrug WTX-330, with favorable tolerability profile and encouraging efficacy signals – –Additional preclinical data demonstrate INDUKINETM molecules’ anti

August 8, 2024 EX-10.1

Loan and Security Agreement, dated as of May 2, 2024, by and among the Registrant, each other person party thereto as a borrower from time to time, each person party thereto as a guarantor from time to time, the lenders from time to time party thereto, K2 HealthVentures LLC, as administrative agent for the lenders, and Ankur

LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 2, 2024 (the “Closing Date”) is entered into among WEREWOLF THERAPEUTICS, INC.

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-40

August 8, 2024 EX-4.1

Form of Common Stock Purchase Warrant.

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No.

August 8, 2024 EX-99.1

Werewolf Therapeutics Reports Second Quarter 2024 Financial Results and Provides Business Update –Positive data from ongoing Phase 1/1b clinical trial of WTX-124 presented at American Society of Clinical Oncology (ASCO) Annual Meeting – –Encouraging

Exhibit 99.1 Werewolf Therapeutics Reports Second Quarter 2024 Financial Results and Provides Business Update –Positive data from ongoing Phase 1/1b clinical trial of WTX-124 presented at American Society of Clinical Oncology (ASCO) Annual Meeting – –Encouraging signs of clinical activity at tolerable doses disclosed from ongoing Phase 1 clinical trial of WTX-330 – –Updated data on WTX-124 in comb

August 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

August 8, 2024 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Werewolf Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Chart

Registration No. 333-270764 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Werewolf Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 82-3523180 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.

June 25, 2024 8-K

Regulation FD Disclosure

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): June 25, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commissi

June 25, 2024 EX-99.1

Werewolf Therapeutics Highlights Initial Safety and Efficacy Data from its Ongoing Phase 1 Clinical Trial Evaluating WTX-330 in Patients with Advanced or Metastatic Solid Tumors or Non-Hodgkin Lymphoma - Data demonstrate that administration of WTX-33

Exhibit 99.1 Werewolf Therapeutics Highlights Initial Safety and Efficacy Data from its Ongoing Phase 1 Clinical Trial Evaluating WTX-330 in Patients with Advanced or Metastatic Solid Tumors or Non-Hodgkin Lymphoma - Data demonstrate that administration of WTX-330 reached therapeutically relevant exposure levels of systemically delivered IL-12 prodrug with an improved tolerability profile over his

June 3, 2024 EX-99.2

Cautionary Note Regarding Forward-Looking Statements and Disclaimer This presentation contains forward-looking statements that involve substantial risks and uncertainties inherent in the development of product candidates, including the conduct uncert

EX-99.2 Exhibit 99.2 Shifting the Balance in Cytokine Therapeutics ASCO 2024 WTX-124 Phase 1/1b Clinical Trial Update Investor Webcast June 3, 2024 ©2024 WEREWOLF THERAPEUTICS Cautionary Note Regarding Forward-Looking Statements and Disclaimer This presentation contains forward-looking statements that involve substantial risks and uncertainties inherent in the development of product candidates, in

June 3, 2024 EX-99.1

Werewolf Therapeutics to Present Data from Ongoing Phase 1/1b Clinical Trial of WTX-124 as Monotherapy and in Combination with Pembrolizumab in Solid Tumors - WTX-124 was shown to be clinically active and generally well-tolerated in patients who were

EX-99.1 Exhibit 99.1 Werewolf Therapeutics to Present Data from Ongoing Phase 1/1b Clinical Trial of WTX-124 as Monotherapy and in Combination with Pembrolizumab in Solid Tumors - WTX-124 was shown to be clinically active and generally well-tolerated in patients who were relapsed/refractory to immune checkpoint inhibitor therapy - - Encouraging single agent clinical activity with three objective r

June 3, 2024 8-K

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): June 1, 2024 WEREWOLF THERAPEUTIC

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): June 1, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commissio

May 28, 2024 8-K

Current Report

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): May 24, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commissio

May 7, 2024 SC 13D/A

HOWL / Werewolf Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2413791d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Werewolf Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston,

May 3, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-4

May 3, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 3, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer of

May 3, 2024 EX-99.1

Werewolf Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Update –Company to present an update of its ongoing monotherapy and combination Phase 1/1b trial of WTX-124 in advanced or metastatic solid tumors at ASCO — –Com

Exhibit 99.1 Werewolf Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Update –Company to present an update of its ongoing monotherapy and combination Phase 1/1b trial of WTX-124 in advanced or metastatic solid tumors at ASCO — –Company plans to present interim, first-in-human clinical data from the ongoing Phase 1 trial of WTX-330 in the second quarter of 2024 — –Mu

April 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ De

April 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

March 7, 2024 EX-FILING FEES

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Werewolf Therapeutics, Inc.

March 7, 2024 EX-97

d-Frank Compensation Reco

Exhibit 97 WEREWOLF THERAPEUTICS, INC. Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Werewolf Therapeutics, Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”), which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursuant to Section 954 of the Dodd

March 7, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-4036

March 7, 2024 EX-99.1

Werewolf Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update –Additional monotherapy dose-escalation data from ongoing Phase 1/1b clinical trial of WTX-124 expected to be presented in the first half o

Exhibit 99.1 Werewolf Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update –Additional monotherapy dose-escalation data from ongoing Phase 1/1b clinical trial of WTX-124 expected to be presented in the first half of 2024 - –WTX-124 recommended dose for expansion (RDE), initiation of monotherapy dose expansion arms and initial combination dose-escala

March 7, 2024 S-8

As filed with the Securities and Exchange Commission on March 7, 2024

As filed with the Securities and Exchange Commission on March 7, 2024 Registration No.

March 7, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer o

March 7, 2024 EX-10.22

Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2024).

Exhibit 10.22 WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK UNIT AGREEMENT Werewolf Therapeutics, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the “Participant”): Grant Date: Number of restricted stock units (“RSUs”) granted: Vesti

February 14, 2024 SC 13G/A

HOWL / Werewolf Therapeutics, Inc. / PFM Health Sciences, LP - SC 13G/A Passive Investment

SC 13G/A 1 tm245198d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Werewolf Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number)

February 14, 2024 SC 13D/A

HOWL / Werewolf Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm246242d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 95075A107 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston,

February 13, 2024 SC 13G

HOWL / Werewolf Therapeutics, Inc. / BANK OF AMERICA CORP /DE/ Passive Investment

SC 13G 1 doc1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 95075A107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 13, 2024 EX-99

BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY

EX-99 2 bacpoa.htm BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"), does hereby make, constitute, and appoint each of Szabina Biro, Hannah Chae, Andres Ortiz Custodio, Kamil Dziedzic, Krishnan Harihanran, Kelvin Kwok, Frank Lui, James Todd, Michelle Wong, and Monica Yako as an attorney-in-fact for the Corporation acting

February 12, 2024 SC 13G/A

HOWL / Werewolf Therapeutics, Inc. / Rubric Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 tm245464d8sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check t

February 9, 2024 424B5

Up to $25,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264844 PROSPECTUS SUPPLEMENT (To Prospectus dated May 20, 2022) Up to $25,000,000 Common Stock We previously entered into a sales agreement, or the sales agreement, with Leerink Partners LLC, or Leerink Partners, relating to the sale of shares of our common stock, par value $0.0001 per share. In accordance with the terms of th

February 9, 2024 8-K

Current Report

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): February 9, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commi

January 8, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 8, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commis

January 8, 2024 EX-99.2

Cautionary Statements This presentation contains forward-looking statements that involve substantial risks and important factors, including: uncertainties inherent in the development of product uncertainties. All statements, other than statements of

Exhibit 99.2 Shifting the Balance in Cytokine Therapeutics Corporate Overview | January 2024 Cautionary Statements This presentation contains forward-looking statements that involve substantial risks and important factors, including: uncertainties inherent in the development of product uncertainties. All statements, other than statements of historical facts, contained in this candidates, including

January 8, 2024 EX-99.1

Werewolf Therapeutics Provides Business Update and Highlights 2024 Strategic Outlook - Prioritizing development of wholly owned clinical assets, WTX-124 and WTX-330; key updates from both INDUKINETM programs anticipated in 2024 - - WTX-124: updated i

Exhibit 99.1 Werewolf Therapeutics Provides Business Update and Highlights 2024 Strategic Outlook - Prioritizing development of wholly owned clinical assets, WTX-124 and WTX-330; key updates from both INDUKINETM programs anticipated in 2024 - - WTX-124: updated interim monotherapy dose-escalation data and initial combination dose escalation data from Phase 1/1b clinical trial expected in 1H 2024 -

January 4, 2024 8-K

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): January 4, 2024 WEREWOLF THERAPEU

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): January 4, 2024 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commis

December 21, 2023 SC 13G

HOWL / Werewolf Therapeutics, Inc. / ADAGE CAPITAL PARTNERS GP, L.L.C. - WEREWOLF THERAPEUTICS, INC. Passive Investment

SC 13G 1 p23-2991sc13g.htm WEREWOLF THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 95075A107 (CUSIP Number) December 11, 2023 (Date of Event Which Requires Filing of This Statemen

November 14, 2023 EX-99.1

Werewolf Therapeutics Reports Third Quarter 2023 Financial Results and Provides Business Update

Exhibit 99.1 Werewolf Therapeutics Reports Third Quarter 2023 Financial Results and Provides Business Update –Preliminary data from the WTX-124 monotherapy dose-escalation arm of the ongoing Phase 1/1b clinical trial provide compelling early evidence of dose-dependent anti-tumor and biomarker activity – –Safety data indicate WTX-124 is generally well tolerated through cohort 4 (12 mg), with a wide

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 0

November 14, 2023 8-K

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): November 14, 2023 WEREWOLF THERAP

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): November 14, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employ

November 3, 2023 EX-99.1

Werewolf Therapeutics Presents Preliminary Monotherapy Data from Phase 1/1b Clinical Trial Establishing Proof of Mechanism for WTX-124 at the Society for Immunotherapy of Cancer’s (SITC) 38th Annual Meeting - Preliminary data on WTX-124 provide compe

Exhibit 99.1 Werewolf Therapeutics Presents Preliminary Monotherapy Data from Phase 1/1b Clinical Trial Establishing Proof of Mechanism for WTX-124 at the Society for Immunotherapy of Cancer’s (SITC) 38th Annual Meeting - Preliminary data on WTX-124 provide compelling early evidence of dose-dependent biomarker and antitumor activity in patients with advanced or metastatic solid tumors relapsed or

November 3, 2023 EX-99.2

Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, in

SITC 2023 WTX-124 Phase 1/1b Clinical Trial Preliminary Data Overview Investor Webcast November 3, 2023 Shifting the Balance in Cytokine Therapeutics ©2023 WEREWOLF THERAPEUTICS Exhibit 99.

November 3, 2023 8-K

Regulation FD Disclosure

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): November 3, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employe

September 18, 2023 EX-99.1

Cautionary Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, including statements regarding We

Corporate Overview | September 2023 Shifting the Balance in Cytokine Therapeutics Exhibit 99.

September 18, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 18, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Com

August 10, 2023 EX-99.1

Werewolf Therapeutics Reports Second Quarter 2023 Financial Results and Provides Business Update - Phase 1/1b clinical trial for IL-2 INDUKINE™ WTX-124 progressing in patients with advanced or metastatic solid tumors; initial first-in-human clinical

Exhibit 99.1 Werewolf Therapeutics Reports Second Quarter 2023 Financial Results and Provides Business Update - Phase 1/1b clinical trial for IL-2 INDUKINE™ WTX-124 progressing in patients with advanced or metastatic solid tumors; initial first-in-human clinical data from monotherapy dose-escalation arm expected in 4Q 2023 - - Phase 1 clinical trial for IL-12 INDUKINE WTX-330 progressing in patien

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-40

August 10, 2023 8-K

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): August 10, 2023 WEREWOLF THERAPEU

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): August 10, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

June 27, 2023 8-K

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): June 21, 2023 WEREWOLF THERAPEUTI

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): June 21, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commissi

June 27, 2023 EX-3.1

Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 27, 2023).

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF WEREWOLF THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 4 1.1 Place of Meetings 4 1.2 Annual Meeting 4 1.3 Special Meetings 4 1.4 Record Date for Stockholder Meetings 4 1.5 Notice of Meetings 4 1.6 Voting List 5 1.7 Quorum 5 1.8 Adjournments 5 1.9 Voting and Proxies 6 1.10 Action at Meeting 6 1.11 Nomination of Directors 6

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-4

May 11, 2023 8-K

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): May 11, 2023 WEREWOLF THERAPEUTIC

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): May 11, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer of

May 11, 2023 EX-99.1

Werewolf Therapeutics Reports First Quarter 2023 Financial Results and Provides Business Update - Progressing Phase 1/1b clinical trial for IL-2 INDUKINE WTX-124 in advanced or metastatic solid tumors; initial first-in-human clinical data from monoth

Exhibit 99.1 Werewolf Therapeutics Reports First Quarter 2023 Financial Results and Provides Business Update - Progressing Phase 1/1b clinical trial for IL-2 INDUKINE WTX-124 in advanced or metastatic solid tumors; initial first-in-human clinical data from monotherapy dose-escalation arm expected in 4Q 2023 - - Progressing Phase 1 clinical trial for IL-12 INDUKINE WTX-330 in patients with advanced

April 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

April 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

March 23, 2023 S-8

As filed with the Securities and Exchange Commission on March 23, 2023

As filed with the Securities and Exchange Commission on March 23, 2023 Registration No.

March 23, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-4036

March 23, 2023 EX-FILING FEES

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Werewolf Therapeutics, Inc.

March 23, 2023 8-K

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 23, 2023 WEREWOLF THERAPEUT

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 23, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

March 23, 2023 EX-99.1

Werewolf Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update -Initial first-in-human clinical data for IL-2 INDUKINE WTX-124 monotherapy expected in 4Q 2023 from Phase 1/1b clinical trial in advanced

Exhibit 99.1 Werewolf Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update -Initial first-in-human clinical data for IL-2 INDUKINE WTX-124 monotherapy expected in 4Q 2023 from Phase 1/1b clinical trial in advanced or metastatic solid tumors- -Dosed first patient in Phase 1 clinical trial evaluating IL-12 INDUKINE WTX-330 in patients with advanced or

March 22, 2023 8-K

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 16, 2023 WEREWOLF THERAPEUT

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 16, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commiss

March 22, 2023 EX-10.1

First Amendment, dated as of March 16, 2023, to Amended and Restated Loan and Security Agreement dated as of April 12, 2022, by and between the Registrant and Pacific Western Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 22, 2023).

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is made and entered into as of March 16, 2023, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and WEREWOLF THERAPEUTICS, INC. (“Borrower”). RECITALS Borrower and Bank are parties to tha

February 10, 2023 SC 13G

HOWL / Werewolf Therapeutics, Inc. / Rubric Capital Management LP - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs

January 17, 2023 SC 13G

HOWL / Werewolf Therapeutics, Inc. / PFM Health Sciences, LP - SC 13G Passive Investment

SC 13G 1 tm233627d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Werewolf Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number) Janua

January 17, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm233627d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Werewolf Therapeutics, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act

January 17, 2023 SC 13G/A

HOWL / Werewolf Therapeutics, Inc. / PFM Health Sciences, LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Werewolf Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number) December 31, 2022 (Date of Event Which R

January 10, 2023 8-K

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): January 10, 2023 WEREWOLF THERAPE

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): January 10, 2023 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commi

January 10, 2023 SC 13D/A

HOWL / Werewolf Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 95075A107 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Telephone: 617.778.2500 Attn: Pe

November 10, 2022 EX-99.1

Werewolf Therapeutics Reports Third Quarter 2022 Financial Results and Provides Business Update - Dosed first patient in Phase 1/1b study evaluating WTX-124 as a monotherapy and in combination with KEYTRUDA® (pembrolizumab) in advanced solid tumors;

Exhibit 99.1 Werewolf Therapeutics Reports Third Quarter 2022 Financial Results and Provides Business Update - Dosed first patient in Phase 1/1b study evaluating WTX-124 as a monotherapy and in combination with KEYTRUDA® (pembrolizumab) in advanced solid tumors; initial data anticipated in the fourth quarter of 2023 - - FDA granted clearance of investigational new drug (IND) application for WTX-33

November 10, 2022 8-K

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): November 10, 2022 WEREWOLF THERAP

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): November 10, 2022 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employ

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 0

September 7, 2022 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): August 31, 2022 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

September 7, 2022 EX-16.1

Letter from Deloitte & Touche LLP, dated September 7, 2022.

Exhibit 16.1 Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 USA Tel: 1 617 437 2000 Fax: 1 617 437 2111 www.deloitte.com September 7, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Werewolf Therapeutics Inc?s Form 8-K dated September 7, 2022, and we agree with the statements made in paragraphs 2, 3, 4,

August 12, 2022 SC 13D/A

HOWL / Werewolf Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 95075A107 (CUSIP Numbe

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-40

August 11, 2022 EX-99.1

Werewolf Therapeutics Reports Second Quarter 2022 Financial Results and Provides Business Highlights - FDA granted IND clearance for lead candidate WTX-124 for evaluation as a treatment for advanced solid tumors - - Submission of IND application for

Exhibit 99.1 Werewolf Therapeutics Reports Second Quarter 2022 Financial Results and Provides Business Highlights - FDA granted IND clearance for lead candidate WTX-124 for evaluation as a treatment for advanced solid tumors - - Submission of IND application for WTX-330 planned in 2H22 - - Q2 cash and cash equivalents balance of $145.7 million provides runway through at least the fourth quarter of

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2022 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

June 7, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 1, 2022 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commissio

May 18, 2022 CORRESP

WEREWOLF THERAPEUTICS, INC. 1030 Massachusetts Avenue, Suite 210 Cambridge, MA 02138

CORRESP 1 filename1.htm WEREWOLF THERAPEUTICS, INC. 1030 Massachusetts Avenue, Suite 210 Cambridge, MA 02138 May 18, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Werewolf Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-264844 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 prom

May 10, 2022 EX-4.5

Form of Subordinated Indenture

Exhibit 4.5 WEREWOLF THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 3

May 10, 2022 EX-1.2

Sales Agreement, dated as of May 10, 2022, by and between the Registrant and SVB Securities LLC

Exhibit 1.2 WEREWOLF THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT May 10, 2022 SVB SECURITIES LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Werewolf Therapeutics, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with SVB Securities LLC (the ?Agent?), as follows: 1. Issuanc

May 10, 2022 EX-99.1

Werewolf Therapeutics Reports First Quarter 2022 Financial Results and Provides Business Highlights - Entered exclusive global license and collaboration agreement with Jazz Pharmaceuticals to develop and commercialize WTX-613; received $15.0M upfront

Exhibit 99.1 Werewolf Therapeutics Reports First Quarter 2022 Financial Results and Provides Business Highlights - Entered exclusive global license and collaboration agreement with Jazz Pharmaceuticals to develop and commercialize WTX-613; received $15.0M upfront payment and eligibility for up to $1.26B in downstream milestones as well as royalties on potential future sales - - Presented promising

May 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2022 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer of

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-4

May 10, 2022 EX-4.6

Form of Senior Note

Exhibit 4.6 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

May 10, 2022 EX-4.7

Form of Subordinated Note

Exhibit 4.7 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

May 10, 2022 EX-4.4

Form of Senior Indenture

Exhibit 4.4 WEREWOLF THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) I

May 10, 2022 S-3

As filed with the Securities and Exchange Commission on May 10, 2022

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2022 Registration No.

May 10, 2022 EX-10.1

Collaboration and License Agreement, dated as of April 6, 2022, by and between the Registrant and Jazz Pharmaceuticals Ireland Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2022).

Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND LICENSE AGREEMENT by and between Jazz Pharmaceuticals Ireland Limited and Werewolf Therapeutics, Inc. Dated as of April 6, 2022 Confidential

May 10, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Werewolf Therapeutics, Inc.

May 2, 2022 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Werewolf Therapeutics, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of t

May 2, 2022 SC 13G

HOWL / Werewolf Therapeutics, Inc. / PFM Health Sciences, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Werewolf Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number) April 21, 2022 (Date of Event Which Requi

April 22, 2022 DEF 14A

definitive proxy statement

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permit

April 22, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De

April 15, 2022 EX-10.1

Amended and Restated Loan and Security Agreement dated as of April 12, 2022, by and between the Registrant and Pacific Western Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2022).

Exhibit 10.1 WEREWOLF THERAPEUTICS, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into as of April 12, 2022, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Bank?) and WEREWOLF THERAPEUTICS, INC. (collectively with each of the other Persons, if any, that join as a co-Borrower hereund

April 15, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 12, 2022 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commiss

April 7, 2022 8-K

Entry into a Material Definitive Agreement

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): April 6, 2022 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer o

March 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 24, 2022 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

March 24, 2022 EX-FILING FEES

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Werewolf Therapeutics, Inc.

March 24, 2022 S-8

As filed with the Securities and Exchange Commission on March 24, 2022

S-8 1 a03242022-s8.htm S-8 As filed with the Securities and Exchange Commission on March 24, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WEREWOLF THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 82-3523180 (State or Other Jurisdiction of Incorpor

March 24, 2022 EX-99.1

Werewolf Therapeutics Reports Fourth Quarter 2021 and Full Year 2021 Financial Results and Provides Business Highlights -Closed upsized IPO in May 2021 raising $120 million in gross proceeds- -Announced clinical trial collaboration with Merck for WTX

Exhibit 99.1 Werewolf Therapeutics Reports Fourth Quarter 2021 and Full Year 2021 Financial Results and Provides Business Highlights -Closed upsized IPO in May 2021 raising $120 million in gross proceeds- -Announced clinical trial collaboration with Merck for WTX-124 INDUKINETM program- -Reported positive preclinical data at SITC demonstrating the potential to drive targeted anti-tumor immune resp

March 24, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-4036

March 24, 2022 EX-4.3

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the securities of Werewolf Therapeutics, Inc. (?us,? ?our,? ?we? or the ?Company?) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), is intended as a summary only and therefore is not a complete descript

February 11, 2022 SC 13G/A

HOWL / Werewolf Therapeutics, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

November 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 0

November 10, 2021 EX-10.1

Employment Agreement dated as of April 30, 2021 by and between the Registrant and Chulani Karunatilake (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021, File No. 001-40366).

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of April 30th, 2021 by and between Werewolf Therapeutics, Inc.

November 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2021 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employ

November 10, 2021 EX-99.1

Werewolf Therapeutics Reports Third Quarter 2021 Financial Results and Business Update -Clinical Trial Collaboration with Merck for WTX-124 INDUKINE Program- -On Track to File Two INDs in First Half of 2022-

Exhibit 99.1 Werewolf Therapeutics Reports Third Quarter 2021 Financial Results and Business Update -Clinical Trial Collaboration with Merck for WTX-124 INDUKINE Program- -On Track to File Two INDs in First Half of 2022- Cambridge, Mass., November 10, 2021 ? Werewolf Therapeutics, Inc. (the ?Company? or ?Werewolf?) (Nasdaq: HOWL), an innovative biopharmaceutical company pioneering the development

October 28, 2021 8-K

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

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): October 28, 2021 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employe

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-40

August 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2021 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer

August 12, 2021 EX-99.1

Werewolf Therapeutics Reports Second Quarter 2021 Financial Results and Business Update

Exhibit 99.1 Werewolf Therapeutics Reports Second Quarter 2021 Financial Results and Business Update Cambridge, Mass., August 12, 2021 ? Werewolf Therapeutics, Inc. (the ?Company? or ?Werewolf?) (Nasdaq: HOWL), an innovative biopharmaceutical company pioneering the development of conditionally activated therapeutics engineered to stimulate the body?s immune system for the treatment of cancer, toda

June 16, 2021 SC 13D/A

ETNB / 89bio Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 95075A107 (CUSIP Number)

June 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-4

June 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 10, 2021 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer o

June 10, 2021 EX-99.1

Werewolf Therapeutics Reports First Quarter 2021 Financial Results - Recently completed upsized initial public offering raising $120.0 million in gross proceeds -

Exhibit 99.1 Werewolf Therapeutics Reports First Quarter 2021 Financial Results - Recently completed upsized initial public offering raising $120.0 million in gross proceeds - Cambridge, Mass., June 10, 2021 ? Werewolf Therapeutics, Inc. (the ?Company? or ?Werewolf?) (NASDAQ: HOWL), an innovative biopharmaceutical company pioneering the development of conditionally activated therapeutics engineere

June 2, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 1, 2021 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer of

June 2, 2021 EX-10.1

Lease Agreement dated as of June 1, 2021, by and between the Registrant and ARE-MA Region No. 75, LLC. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2021, File No. 001-40366).

Execution Version LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made as of this 1st day of June, 2021, between ARE-MA REGION NO.

May 28, 2021 8-K

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

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): May 27, 2021 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction (Commission (IRS Employer of

May 14, 2021 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement.

May 14, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) A

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 95075A107 (CUSIP Number) Ansbert Gadicke MPM Asset Management 450 Kendall Street Cambridge, MA 01242 Telephone: (617) 425-9200 (Name, Address and Telephone Num

May 14, 2021 EX-99.C

Joint Filing Statement

Exhibit C Joint Filing Statement I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the equity securities of Werewolf Therapeutics, Inc.

May 14, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WEREWOLF THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WEREWOLF THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 95075A107 (CUSIP Number) May 4, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

May 13, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 95075A107 (C

May 10, 2021 EX-99

JOINT FILING AGREEMENT

EX-99 2 exhibit1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Werewolf Therapeutics, Inc. Each of them is responsible for the

May 10, 2021 SC 13D

SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 (Amendment No. ) Werewolf Therapeutics, Inc. (Name of Issuer)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 (Amendment No. ) Werewolf Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share 95075A107 (Title of class of securities) (CUSIP number) Arkin Bio Ventures 2 L.P. 6 HaChoshlim St., Bldg. C, Herzliya 46724, Israel Attn: Moshe Arkin Telephone: 972-972-9-7883330 with a copy to

May 10, 2021 EX-99

Arkin Bio Ventures GPGP Ltd. (the “Company”) Written Consent of the Sole Director of the Company May 10, 2021

Exhibit 5 Arkin Bio Ventures GPGP Ltd. (the ?Company?) Written Consent of the Sole Director of the Company May 10, 2021 RESOLVED THAT: Mr. Moshe Arkin shall have the full power and authority, on behalf of the Company, to prepare, execute, acknowledge, deliver and file a Schedule 13D (including any amendments thereto) and/or a Schedule 13G (including any amendments thereto) with respect to securiti

May 10, 2021 EX-99

Lock-up Agreement

EX-99 3 exhibit3.htm EXHIBIT 3 Exhibit 3 Lock-up Agreement , 2021 Jefferies LLC SVB Leerink LLC Evercore Group L.L.C. As Representatives of the Several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o SVB Leerink LLC One Federal Street, 37th Floor Boston, MA 02110 and c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 RE: Werewolf Therapeutics, Inc

May 6, 2021 SC 13D

Under the Securities Exchange Act of 1934 (Amendment ___)* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floo

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Werewolf Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 95075A107 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Name,

May 5, 2021 EX-3.1

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2021).

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF WEREWOLF THERAPEUTICS, INC. Werewolf Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that the name of the corporation is Werewolf Therapeutics, Inc. and the original certificate of incorporation of the corporation was filed with the Secretary of State of the

May 5, 2021 EX-3.2

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2021).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF WEREWOLF THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 3 1.9 Voting and Proxies 3 1.10 Action at Meeting 3 1.11 Nomination of Directors 4 1.12 Notice of

May 5, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): May 4, 2021 Werewolf Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40366 82-3523180 (State or Other Jurisdiction of Incorporation) (Commission Fil

May 4, 2021 SC 13G

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) * Werewo

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

April 30, 2021 424B4

7,500,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-255132 PROSPECTUS 7,500,000 Shares Common Stock We are offering 7,500,000 shares of common stock. This is our initial public offering of our common stock. Prior to this offering, there has been no public market for our shares. The initial public offering price is $16.00 per share. Our common stock has been approved for listing

April 30, 2021 S-8

Form S-8

As filed with the Securities and Exchange Commission on April 30, 2021 Registration No.

April 29, 2021 S-1MEF

- S-1MEF

S-1MEF 1 d160351ds1mef.htm S-1MEF As filed with the Securities and Exchange Commission on April 29, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WEREWOLF THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-3523180 (State or other jurisdiction

April 27, 2021 8-A12B

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Werewolf Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 82-3523180 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1030 Massachuset

April 27, 2021 CORRESP

[Signature page follows]

April 27, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 27, 2021 CORRESP

Werewolf Therapeutics, Inc. 1030 Massachusetts Avenue, Suite 210 Cambridge, MA 02138 April 27, 2021

Werewolf Therapeutics, Inc. 1030 Massachusetts Avenue, Suite 210 Cambridge, MA 02138 April 27, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Re: Werewolf Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-255132 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461

April 26, 2021 EX-10.4

2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-255132) filed with the Securities Exchange Commission on April 26, 2021.

Exhibit 10.4 WEREWOLF THERAPEUTICS, INC. 2021 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2021 Stock Incentive Plan (the ?Plan?) of Werewolf Therapeutics, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contributions to the Co

April 26, 2021 EX-10.7

Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.7 WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK UNIT AGREEMENT Werewolf Therapeutics, Inc. (the ?Company?) hereby grants the following restricted stock units pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the ?Participant?): Grant Date: Number of restricted stock units (?RSUs?) granted: Vestin

April 26, 2021 EX-10.8

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.8 WEREWOLF THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of this 2021 Employee Stock Purchase Plan (this ?Plan?) is to provide eligible employees of Werewolf Therapeutics, Inc. (the ?Company?) and certain of its subsidiaries with opportunities to purchase shares of the Company?s common stock, $0.0001 par value per share (the ?Common Stock?), commencing at such time an

April 26, 2021 EX-4.1

Specimen Stock Certificate evidencing the shares of common stock of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

. ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# Exhibit 4.1 COMMON STOCK COMMON STOCK PAR VALUE $0.0001 Certificate Shares Number * * 000000 ****************** * * * 000000 ***************** ZQ00000000 **** 000000 **************** WEREWOLF THERAPEUTICS, INC. ***** 000000 *************** ****** 000000 ************** INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David S

April 26, 2021 EX-10.17

Employment Agreement dated as of April 23, 2021, by and between the Registrant and Cynthia Seidel-Dugan, Ph.D. (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of April 23, 2021 by and between Werewolf Therapeutics, Inc. (the ?Company?), and Cynthia Seidel-Dugan (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company has filed a registration statement relating to the proposed initial public offering of the Company?s common stock (the ?IPO?); WHER

April 26, 2021 EX-10.18

Employment Agreement dated as of April 23, 2021, by and between the Registrant and Reid Leonard, Ph.D. (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of April 23, 2021 by and between Werewolf Therapeutics, Inc. (the ?Company?), and Reid Leonard (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company has filed a registration statement relating to the proposed initial public offering of the Company?s common stock (the ?IPO?); WHEREAS, the

April 26, 2021 EX-10.19

Employment Agreement dated as of April 23, 2021, by and between the Registrant and Ellen Lubman, M.B.A. (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of April 23, 2021 by and between Werewolf Therapeutics, Inc. (the ?Company?), and Ellen Lubman (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company has filed a registration statement relating to the proposed initial public offering of the Company?s common stock (the ?IPO?); WHEREAS, the

April 26, 2021 EX-10.5

Form of Stock Option Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.5 WEREWOLF THERAPEUTICS, INC. STOCK OPTION AGREEMENT Werewolf Therapeutics, Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the ?Participant?): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the

April 26, 2021 EX-10.6

Form of Restricted Stock Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.6 WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT Werewolf Therapeutics, Inc. (the ?Company?) hereby grants the following award of restricted stock pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the ?Participant?): Grant Date: Number of shares of the restricted common stock, $0.0001 pa

April 26, 2021 EX-10.15

Employment Agreement dated as of April 23, 2021, by and between the Registrant and Daniel J. Hicklin, Ph.D. (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of April 23, 2021 by and between Werewolf Therapeutics, Inc. (the ?Company?), and Daniel J. Hicklin, Ph.D. (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company has filed a registration statement relating to the proposed initial public offering of the Company?s common stock (the ?IPO?);

April 26, 2021 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on April 26, 2021 Registration No.

April 26, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 [?] Shares WEREWOLF THERAPEUTICS, INC. UNDERWRITING AGREEMENT [?], 2021 Jefferies LLC SVB Leerink LLC Evercore Group L.L.C. As Representatives of the several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o SVB Leerink LLC One Federal Street, 37th Floor Boston, MA 02110 and c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 Ladies and G

April 26, 2021 EX-10.16

Employment Agreement dated as of April 23, 2021, by and between the Registrant and Randi Isaacs M.D. (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of April 23, 2021 by and between Werewolf Therapeutics, Inc. (the ?Company?), and Randi Isaacs (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company has filed a registration statement relating to the proposed initial public offering of the Company?s common stock (the ?IPO?); WHEREAS, the

April 26, 2021 EX-3.5

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Registrant, effective April 23, 2021 (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-255132) filed with the Securities Exchange Commission on April 26, 2021).

Exhibit 3.5 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WEREWOLF THERAPEUTICS, INC. Werewolf Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows: A resolution was duly adopted by the Boar

April 26, 2021 EX-10.20

Employment Agreement dated as of April 23, 2021, by and between the Registrant and Timothy W. Trost (incorporated by reference to Exhibit 10.20 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of April 23, 2021 by and between Werewolf Therapeutics, Inc. (the ?Company?), and Tim Trost (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company has filed a registration statement relating to the proposed initial public offering of the Company?s common stock (the ?IPO?); WHEREAS, the Co

April 8, 2021 EX-10.3

Form of Restricted Stock Agreement under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

EX-10.3 9 d41037dex103.htm EX-10.3 Exhibit 10.3 WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 20[ ], between Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). For valuable consideration, receipt of which is acknowledged, the

April 8, 2021 EX-10.10

Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 8, 2021, File No. 333-255132).

Exhibit 10.10 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of , 20 by and between Werewolf Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers and d

April 8, 2021 EX-10.2

Form of Stock Option Agreement under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.2 WEREWOLF THERAPEUTICS, INC. STOCK OPTION AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN This Stock Option Agreement (this ?Agreement?) is made between Werewolf Therapeutics, Inc., a Delaware corporation (the ?Company?), and the Participant pursuant to the 2017 Stock Incentive Plan (the ?Plan?). NOTICE OF GRANT I. Participant Information Participant: Participant Address: II. Grant I

April 8, 2021 EX-4.2

Amended and Restated Investors’ Rights Agreement dated as of December 23, 2020 by and among the Registrant and the other parties thereto.

Exhibit 4.2 WEREWOLF THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT DECEMBER 23, 2020 TABLE OF CONTENTS Page 1.???Definitions 1 2.???Registration Rights 6 2.1??Demand Registration 6 2.2??Company Registration 7 2.3??Underwriting Requirements 8 2.4??Obligations of the Company 9 2.5??Furnish Information 10 2.6??Expenses of Registration 11 2.7??Delay of Registration 11 2.8??Indemn

April 8, 2021 CORRESP

April 8, 2021

April 8, 2021 Rosemary G. Reilly +1 617 526 6633 (t) +1 617 526 5000 (f) wilmerhale.com [email protected] By Electronic Submission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Abby Adams Re: Werewolf Therapeutics, Inc. Draft Registration Statement on Form S-1 Submitted February 26, 2021 CIK No. 0001785530 La

April 8, 2021 S-1

Power of Attorney (incorporated by reference to the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-255132) filed with the Securities and Exchange Commission on April 8, 2021).

Table of Contents As filed with the Securities and Exchange Commission on April 8, 2021 Registration No.

April 8, 2021 EX-21.1

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, Registration No. 333-255132).

Exhibit 21.1 Subsidiaries of the Registrant Werewolf Therapeutics Mass Securities, Inc.

April 8, 2021 EX-10.12

Amended and Restated Royalty Transfer Agreement dated as of August 2, 2019, by and among MPM Oncology Impact Fund Charitable Foundation, Inc. and UBS Optimus Foundation (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 8, 2021, File No. 333-255132).

Exhibit 10.12 AMENDED AND RESTATED ROYALTY TRANSFER AGREEMENT This Amended and Restated Royalty Transfer Agreement (the ?Agreement?) is made and entered into on August 2, 2019 (the ?Effective Date?), by and between Werewolf Therapeutics, Inc., a Delaware corporation (the ?Company?), MPM Oncology Impact Fund Charitable Foundation, Inc., a Massachusetts charitable foundation (the ?MPM Charitable Fou

April 8, 2021 EX-10.11

Second Amended and Restated Assignment and License Agreement dated as of December 20, 2019, by and between the Registrant and Harpoon Therapeutics, Inc (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 8, 2021, File No. 333-255132).

Exhibit 10.11 EXECUTION COPY Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. SECOND AMENDED AND RESTATED ASSIGNMENT AND LICENSE AGREEMENT This Second Amended and Restated Assignment and License Agreement (this ?Agreement?) is e

April 8, 2021 EX-3.3

Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering).

Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF WEREWOLF THERAPEUTICS, INC. Werewolf Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that the name of the corporation is Werewolf Therapeutics, Inc. and the original certificate of incorporation of the corporation was filed with the Secretary of State of the

April 8, 2021 EX-3.4

Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF WEREWOLF THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 3 1.9 Voting and Proxies 3 1.10 Action at Meeting 3 1.11 Nomination of Directors 3 1.12 Notice of

April 8, 2021 EX-10.9

Lease Agreement dated as of March 28, 2019, by and between the Registrant and Cambridge 1030 Mass Ave, LLC.

Exhibit 10.9 LEASE 1030 MASSACHUSETTS AVENUE CAMBRIDGE 1030 MASS AVE, LLC a Delaware limited liability company as Landlord, and WEREWOLF THERAPEUTICS, INC. a Delaware corporation as Tenant. TABLE OF CONTENTS Page 1. PREMISES, BUILDING, PROJECT, AND COMMON AREAS 1 1.1 Premises, Building, Project and Common Areas 1 1.2 Stipulation of Rentable Square Feet of Premises 2 1.3 Intentionally Omitted 2 2.

April 8, 2021 EX-10.1

2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132).

Exhibit 10.1 2017 STOCK INCENTIVE PLAN OF WEREWOLF THERAPEUTICS, INC. TABLE OF CONTENTS PAGE 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 2 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d) Duration

April 8, 2021 EX-10.14

Lease Agreement dated as of March 3, 2021, by and between the Registrant and ARE-480 Arsenal Street, LLC.

Exhibit 10.14 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 3 day of March, 2021, between ARE-480 ARSENAL STREET, LLC, a Delaware limited liability company (?Landlord?), and WEREWOLF THERAPEUTICS, INC., a Delaware corporation (?Tenant?). Building: 480 Arsenal Way, Watertown, Massachusetts Premises: That portion of the Building commonly known as Suite 125, containing approximatel

April 8, 2021 EX-3.2

Bylaws of the Registrant.

Exhibit 3.2 BYLAWS OF WEREWOLF THERAPEUTICS, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II DIRECTORS 5 2.1 G

April 8, 2021 EX-10.13

Loan and Security Agreement dated as of May 29, 2020, by and between the Registrant and Pacific Western Bank, as amended.

EX-10.13 14 d41037dex1013.htm EX-10.13 Exhibit 10.13 WEREWOLF THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of May 29, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and WEREWOLF THERAPEUTICS, INC. (collectively with each of the other Persons, if any, that join as a co-Borrower hereunder a

April 8, 2021 EX-3.1

Second Amended and Restated Certificate of Incorporation of Registrant, as amended.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WEREWOLF THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Werewolf Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERT

February 26, 2021 EX-10.2

WEREWOLF THERAPEUTICS, INC. STOCK OPTION AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN

Exhibit 10.2 WEREWOLF THERAPEUTICS, INC. STOCK OPTION AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN This Stock Option Agreement (this ?Agreement?) is made between Werewolf Therapeutics, Inc., a Delaware corporation (the ?Company?), and the Participant pursuant to the 2017 Stock Incentive Plan (the ?Plan?). NOTICE OF GRANT I. Participant Information Participant: Participant Address: II. Grant I

February 26, 2021 EX-4.2

WEREWOLF THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DECEMBER 23, 2020

Exhibit 4.2 WEREWOLF THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT DECEMBER 23, 2020 TABLE OF CONTENTS Page 1.???Definitions 1 2.???Registration Rights 6 2.1??Demand Registration 6 2.2??Company Registration 7 2.3??Underwriting Requirements 8 2.4??Obligations of the Company 9 2.5??Furnish Information 10 2.6??Expenses of Registration 11 2.7??Delay of Registration 11 2.8??Indemn

February 26, 2021 EX-10.11

SECOND AMENDED AND RESTATED ASSIGNMENT AND LICENSE AGREEMENT

Exhibit 10.11 EXECUTION COPY Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. SECOND AMENDED AND RESTATED ASSIGNMENT AND LICENSE AGREEMENT This Second Amended and Restated Assignment and License Agreement (this ?Agreement?) is e

February 26, 2021 EX-10.12

AMENDED AND RESTATED ROYALTY TRANSFER AGREEMENT

Exhibit 10.12 AMENDED AND RESTATED ROYALTY TRANSFER AGREEMENT This Amended and Restated Royalty Transfer Agreement (the ?Agreement?) is made and entered into on August 2, 2019 (the ?Effective Date?), by and between Werewolf Therapeutics, Inc., a Delaware corporation (the ?Company?), MPM Oncology Impact Fund Charitable Foundation, Inc., a Massachusetts charitable foundation (the ?MPM Charitable Fou

February 26, 2021 EX-3.2

BYLAWS WEREWOLF THERAPEUTICS, INC. (a Delaware corporation)

Exhibit 3.2 BYLAWS OF WEREWOLF THERAPEUTICS, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II DIRECTORS 5 2.1 G

February 26, 2021 EX-10.3

WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN

Exhibit 10.3 WEREWOLF THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN This Restricted Stock Agreement (the ?Agreement?) is made this [ ] day of [ ], 20[ ], between Werewolf Therapeutics, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Participant?). For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 1

February 26, 2021 EX-10.9

LEASE 1030 MASSACHUSETTS AVENUE CAMBRIDGE 1030 MASS AVE, LLC a Delaware limited liability company as Landlord, WEREWOLF THERAPEUTICS, INC. a Delaware corporation as Tenant.

Exhibit 10.9 LEASE 1030 MASSACHUSETTS AVENUE CAMBRIDGE 1030 MASS AVE, LLC a Delaware limited liability company as Landlord, and WEREWOLF THERAPEUTICS, INC. a Delaware corporation as Tenant. TABLE OF CONTENTS Page 1. PREMISES, BUILDING, PROJECT, AND COMMON AREAS 1 1.1 Premises, Building, Project and Common Areas 1 1.2 Stipulation of Rentable Square Feet of Premises 2 1.3 Intentionally Omitted 2 2.

February 26, 2021 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WEREWOLF THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WEREWOLF THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Werewolf Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERT

February 26, 2021 DRS

As confidentially submitted to the Securities and Exchange Commission on February 26, 2021

Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 26, 2021 Registration No.

February 26, 2021 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Werewolf Therapeutics Mass Securities, Inc.

February 26, 2021 EX-10.13

WEREWOLF THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENT

Exhibit 10.13 WEREWOLF THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into as of May 29, 2020, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Bank?) and WEREWOLF THERAPEUTICS, INC. (collectively with each of the other Persons, if any, that join as a co-Borrower hereunder are collectively referred to as the ?Bor

February 26, 2021 EX-10.1

2017 STOCK INCENTIVE PLAN WEREWOLF THERAPEUTICS, INC.

Exhibit 10.1 2017 STOCK INCENTIVE PLAN OF WEREWOLF THERAPEUTICS, INC. TABLE OF CONTENTS PAGE 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 2 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d) Duration

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