Werewolf to merge with Ambros in reverse merger; Ambros valued at $500M, PIPE of $150M

Werewolf Therapeutics, Inc.

• Merger Sub to merge into Ambros; Ambros stockholders to own ~71.7% of combined company; Werewolf pre-merger holders ~6.8%.
• Concurrent PIPE financing of $150M from qualified investors; proceeds condition to close; implies Werewolf valuation $47.5M.
• Werewolf stockholders get CVRs for legacy WTX-124 and WTX-330 assets; no assurance of payments.
• Termination fees: $20M payable by Ambros in certain circumstances; $1.9M payable by Werewolf.
• Transaction requires stockholder approvals, S-4 filing, Nasdaq listing, and net cash condition; expected close not specified.