Werewolf Therapeutics Inc

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2024, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Remediation of Material Weakness

During the second quarter of 2023, our management identified a material weakness in our internal controls over financial reporting, specifically related to the application of invoices to purchase orders and processes to estimate progress on open purchase orders and to identify inaccurate expense estimates within purchase orders. Since identifying the material weakness, we have taken several measures to enhance and strengthen our internal control over financial, including:

•hiring additional qualified accounting personnel, including an Assistant Controller and Senior Accountant;

•conducting a review of our procurement process and software, as well as sunsetting the historical software;

•engaging a professional accounting services firm to help us assess and commence documentation of our internal controls for complying with the Sarbanes-Oxley Act of 2002;

•strengthening, formalizing, documenting, and testing accounting processes and internal controls;

•engaging consultants to provide additional technical accounting expertise; and

•implementing procedures around our estimation processes with key vendors as well as adding analytical tools to help identify possible material errors.

The processes and controls intended to remediate the material weakness described above have been in operation for a sufficient period of time for management to be able to conclude that these controls are operating effectively. As a result, management has concluded that, as of March 31, 2024, we had remediated the previously reported material weakness.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent financial quarter covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.