Werewolf, Ambros to Merge in All-Stock Deal

Werewolf Therapeutics Inc. and Ambros Therapeutics Inc. have entered into a definitive merger agreement to combine the companies in an all-stock transaction.

The combined company will focus on advancing Ambros Therapeutics’ neridronate development program in Complex Regional Pain Syndrome Type 1 (CRPS-1). Upon completion of the merger, the combined company will operate as Ambros Therapeutics, headquartered in San Diego, California, and is expected to trade under the Nasdaq ticker symbol “AMBX”.

In connection with the proposed merger, the companies secured commitments for an oversubscribed concurrent private placement of $150 million from a syndicate of leading healthcare-dedicated investors co-led by RA Capital Management and Janus Henderson Investors. The private placement includes participation from Aberdeen Investments, Adage Capital Partners, L.P., ADAR1 Capital Management, Affinity Asset Advisors, LLC, Arkin Bio Capital, Balyasny Asset Management, Patient Square Capital’s platform Enavate Sciences, SilverArc Capital, Sphera Healthcare, and Woodline Partners LP as well as other new and existing investors. The private placement is expected to close concurrently with the proposed merger, at which time Werewolf Therapeutics will issue common stock and pre-funded warrants for aggregate gross proceeds of $150 million.

“We are uniquely positioned to be advancing neridronate, a differentiated bisphosphonate with extensive prior clinical experience, in an FDA-aligned single Phase 3 trial supporting potential regulatory approval in patients with CRPS-1, a debilitating orphan disease with no currently FDA-approved therapy,” said Jay Hagan, CEO of Ambros Therapeutics. “Our strengthened foundation resulting from today’s transformative announcement positions us to deliver value on behalf of patients, investors and all other stakeholders.”

“Following a comprehensive review of strategic options, management and the board of directors believe a merger with Ambros Therapeutics is in the best interest of Werewolf Therapeutics’ stockholders. The Ambros management team’s extensive track record, drug development expertise and the potential of neridronate to deliver a meaningful treatment to patients with CRPS-1 is very compelling,” said Daniel J. Hicklin, Ph.D., President and CEO of Werewolf Therapeutics. “Neridronate, which has received the FDA’s Breakthrough Therapy, Fast Track, and Orphan Drug designations, is a differentiated bisphosphonate with the potential to redefine the standard of care for patients with CRPS-1.”

Terms of the Merger

The merger agreement has been approved by the boards of directors of both companies and is expected to close by the first quarter of 2027, subject to certain closing conditions.

Upon closing of the proposed transaction, the combined company will be led by current members of the Ambros Therapeutics leadership team including:

• Joseph (Jay) Hagan, Chief Executive Officer
• Cris Calsada, Chief Financial Officer
• Gail Cawkwell, M.D., Ph.D., Chief Medical Officer
• Christopher Aker, General Counsel
• Kunal Kishnani, SVP of Corporate Development

Members of Ambros Therapeutics’ existing board of directors will become directors of the combined company.

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