Werewolf Therapeutics breaks Nasdaq audit committee rule after director dies

The notice

Werewolf Therapeutics, Inc. told the Securities and Exchange Commission in a Form 8-K filed October 6, 2025 that it no longer meets a Nasdaq governance rule. The Watertown, Massachusetts company has listed its common stock on The Nasdaq Global Select Market under the symbol HOWL. The filing was made under Item 3.01, the item for notices of a failure to satisfy a continued listing rule.

The filing reports that Dr. Alon Lazarus, Ph.D., a member of the board, died on September 30, 2025. Dr. Lazarus joined the board in August 2019. He chaired the compensation committee and sat on the audit committee. His death reduced the audit committee to two directors.

Nasdaq Listing Rule 5605(c)(2) requires a listed company's audit committee to have at least three members, each meeting independence and certain other criteria. Werewolf notified Nasdaq of the non-compliance on October 2, 2025. The company says it is entitled to a cure period under Rule 5605(c)(4)(B). That period expires at the earlier of the company's next annual meeting of stockholders or September 30, 2026.

The board says it plans to regain compliance at its earliest opportunity by appointing an additional independent director to fill the audit committee vacancy. The filing names no candidate and gives no date for the appointment.

Why the gap matters

The filing does not say which directors remain on the audit committee or whether any other director would serve on it in the meantime.

The 8-K says nothing about the company's cash, its net loss, or its clinical budget. It gives no financial figures.

The company and its clinical programs

The company's annual report for 2024, filed in March 2025, describes Werewolf as a biopharmaceutical company that designs therapies to stimulate the immune system against cancer and other immune-mediated conditions. Its platform, called PREDATOR, builds conditionally activated molecules, which the company calls INDUKINE molecules. The company says these are meant to act mainly inside the tumor.

The lead candidate, WTX-124, is a conditionally activated interleukin-2 molecule being tested in a Phase 1/1b trial, alone and with Merck & Co.'s anti-PD-1 therapy KEYTRUDA, in patients with advanced or metastatic solid tumors who have failed standard treatment, including checkpoint inhibitors. The company reported preliminary first-in-human data in November 2023 and interim data in June 2024, both from dose-escalation cohorts. The company says those data establish proof of mechanism for WTX-124 and proof of concept for its INDUKINE design.

The annual report, filed in March 2025, set targets for 2025. The company targeted full enrollment of the monotherapy expansion arm in the first half of 2025 and the combination arm in the second half of 2025. It planned to meet regulators about possible registrational paths in the second half of 2025 and to release a clinical data update in the fourth quarter of 2025. Those are the company's own timelines from March, and the 8-K does not say whether they were met.

WTX-330, an interleukin-12 molecule, had initial Phase 1 data in June 2024, and the annual report said the company expected to start a Phase 1/2 study in the first quarter of 2025. The company cites the tolerability profile and monotherapy efficacy signals from that trial, and the 8-K gives no data for either. The company has licensed JZP898, formerly WTX-613, a conditionally activated interferon alpha molecule, to Jazz Pharmaceuticals Ireland Limited.

What comes next

The next dates are the September 30, 2026 outside limit for the audit committee cure period, or the company's next annual meeting if that comes first. The company has not named a replacement director. The clinical timelines in the annual report are the company's own, and the 8-K does not update them.

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