UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 12, 2025, the board of directors of Werewolf Therapeutics, Inc. (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “Third Amended and Restated Bylaws” ), effective immediately, in order to, among other things: (a) revise and clarify certain procedural mechanics and informational requirements in connection with stockholder nominations of directors and submissions of stockholder proposals pursuant to the advance notice provisions of the Third Amended and Restated Bylaws, including by defining certain terms and requiring such stockholder to update such notice, if necessary, so that it remains true and correct closer to the meeting date; (b) specify individuals who may preside over meetings of the Company’s stockholders; and (c) make other administrative, modernizing, clarifying and conforming changes.
The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of the Company held on June 12, 2025, the Company’s stockholders voted on the following proposals:
(a) The stockholders of the Company elected Briggs Morrison, M.D., Michael Sherman, MBA, and Anil Singhal, Ph.D., as Class I directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2028. The results of the stockholders’ vote with respect to the election of the Class I directors were as follows:
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Briggs Morrison, M.D. |
19,155,935 | 6,328,836 | 8,134,390 | |||||||||
| Michael Sherman, MBA |
20,660,860 | 4,823,911 | 8,134,390 | |||||||||
| Anil Singhal, Ph.D. |
24,576,092 | 908,679 | 8,134,390 | |||||||||
(b) The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the stockholders’ vote with respect to such ratification were as follows:
| For |
Against |
Abstain | ||
| 33,503,873 | 31,104 | 84,184 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Third Amended and Restated Bylaws of Werewolf Therapeutics, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WEREWOLF THERAPEUTICS, INC. | ||||||
| Date: June 13, 2025 | By: | /s/ Jonathan Owen | ||||
| Jonathan Owen | ||||||
| Secretary | ||||||