WHWK / Whitehawk Therapeutics, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

Whitehawk Therapeutics Reports Second Quarter 2025 Financial Results and Recent Highlights

Exhibit 99.1 PRESS RELEASE Whitehawk Therapeutics Reports Second Quarter 2025 Financial Results and Recent Highlights MORRISTOWN, NJ, August 7, 2025 /PRNewswire/ - Whitehawk Therapeutics, Inc. (Nasdaq: WHWK), an oncology therapeutics company applying advanced technologies to established tumor biology to efficiently deliver improved ADC cancer treatments, today announced financial results for the s

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 07, 2025 Whitehawk Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38560 61-1547850 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 WHITEHAWK THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 WHITEHAWK THERAPEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 WHITEHAWK THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commiss

May 13, 2025

CORRESP Wilson Sonsini Goodrich & Rosati Professional Corporation 12235 El Camino Real San Diego, California 92130-3002 O: 858.

Amendment #1 to Intellectual Property License Agreement, dated April 7, 2025, between the Registrant and WuXi Biologics (Shanghai FX) Co., Ltd.

Exhibit 10.1 AMENDMENT #1 TO INTELLECTUAL PROPERTY LICENSE AGREEMENT This Amendment #1 ("Amendment #1") to the Intellectual Property License Agreement is entered into on April 7, 2025 (the "Amendment Effective Date") and is by and between Whitehawk Therapeutics, Inc. (f/k/a Aadi Bioscience, Inc.), a Delaware corporation, having a place of business at 2 Headquarters Plaza, East Building, 11th Floor

Amendment No. 1 to Sales Agreement by and between the Company and TD Securities (USA) LLC (as successor to Cowen and Company, LLC) dated April 25, 2025.

Exhibit 10.2 WHITEHAWK THERAPEUTICS, INC. $75,000,000 COMMON STOCK AMENDMENT NO. 1 TO SALES AGREEMENT April 25, 2025 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: Whitehawk Therapeutics, Inc. (f/k/a Aadi Bioscience, Inc.), a Delaware corporation (the “Company”), and TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (“TD Cowen”), are parti

Whitehawk Reports First Quarter 2025 Financial Results and Recent Highlights

PRESS RELEASE Exhibit 99.1 Whitehawk Reports First Quarter 2025 Financial Results and Recent Highlights MORRISTOWN, NJ, May 8, 2025 /PRNewswire/ - Whitehawk Therapeutics, Inc. (Nasdaq: WHWK), an oncology therapeutics company applying advanced technologies to established tumor biology to efficiently deliver improved ADC cancer treatments, today announced financial results for the first quarter ende

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 WHITEHAWK THERAPEUTICS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 WHITEHAWK THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

$75,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277018 PROSPECTUS SUPPLEMENT (To Prospectus Supplements dated April 30, 2024 and May 3, 2024 and Prospectus dated April 30, 2024) $75,000,000 Common Stock This prospectus supplement supplements the prospectus supplements dated April 30, 2024 and May 3, 2024 and the accompanying prospectus dated April 30, 2024 (collective

April 4, 2025

CORRESP April 4, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Lauren Hamill Re: Whitehawk Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-286284 Acceleration Request Requested Date: April 8, 2025 Requested Time: 4:00 p.m. Eastern Time, or as soon thereafter

Specimen Common Stock Certificate

Exhibit 4.1 NUMBER SHARES INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 00032Q 10 4 THIS CERTIFIES THAT is the owner of BY EQUINITI FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.0001 PAR VALUE PER SHARE, OF COUNTERSIGNED WHITEHAWK THERAPEUTICS, INC. TRUST AND transferable on the books of the Corporation by the holder hereof in person or by At

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 WHITEHAWK THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Comm

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Whitehawk Therapeutics, Inc.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA FINANCIAL INFORMATION On March 25, 2025 (the “Closing Date”), Whitehawk Therapeutics, Inc. (the “Company”) completed the previously announced sale of 100% of the outstanding shares of capital stock of Aadi Subsidiary, Inc. (the “Divestiture”) pursuant to the Stock Purchase Agreement (the “Purchase Agreement”) entered into with KAKEN INVESTMENTS INC., a Delaware cor

As filed with the Securities and Exchange Commission on March 31, 2025

Table of Contents As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

Amended and Restated Whitehawk Therapeutics, Inc. 2021 Equity Incentive Plan.

Exhibit 10.5 WHITEHAWK THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN (as amended and restated February 28, 2025 (the “Restatement Date”)) 1.Purposes of the Plan. The purposes of this Plan are: •to attract and retain the best available personnel for positions of substantial responsibility, •to provide additional incentive to Employees, Directors and Consultants, and •to promote the success of the C

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 27, 2021).

Exhibit 10.7 WHITEHAWK THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “employee stock purchase plan” under S

Intellectual Property License Agreement between Aadi Bioscience, Inc. and WuXi Biologics (Shanghai FX) Co., Ltd., dated December 19, 2024.

Exhibit 10.25 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. INTELLECTUAL PROPERTY LICENSE AGREEMENT BETWEEN WUXI BIOLOGICS (SHANGHAI FX) CO., LTD. AND AADI BIOSCIENCE, INC. EXECUTION INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS INTELLECTUAL PROPERTY LICENSE A

Executive Employment Agreement, dated February 18, 2025, by and between David Dornan, PhD and Aadi Bioscience, Inc.

Exhibit 10.26 AADI BIOSCIENCE, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of January 24, 2025 by and between Aadi Bioscience, Inc. (“Aadi”), and David Dornan, Ph.D. (“Executive”). This Agreement will be effective February 18, 2025 (the “Effective Date”). Aadi, together with any other subsidiaries, including the entity employing you,

List of Subsidiaries of Registrant

Exhibit 21.1 List of Subsidiaries   Name of Subsidiary Jurisdiction of Incorporation or Organization Aadi Subsidiary, Inc.* Delaware   * In March 2025, Whitehawk Therapeutics, Inc. f/k/a Aadi Biosciences, Inc. (the “Company”) completed the sale of 100% of the outstanding shares of capital stock of Aadi Subsidiary, Inc. pursuant to the Stock Purchase Agreement entered into by and among the Company,

Whitehawk Therapeutics, Inc. Insider Trading Policy

Exhibit 19.1 WHITEHAWK THERAPEUTICS, INC. INSIDER TRADING POLICY (Adopted on August 25, 2021; Amended on May 26, 2022, March 24, 2023 and February 28, 2025) A.POLICY OVERVIEW Whitehawk Therapeutics, Inc. (the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help Covered Persons (as defined below) comply with the federal and state securities laws and regulations that govern trad

Form of Stock Option Agreement under the

Exhibit 10.6 WHITEHAWK THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Whitehawk Therapeutics, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant, the Terms and Conditions of Stock Option Grant, attached hereto a

, Inc. 2023 Inducement Equity Incentive Plan Stock Option Agreement

Exhibit 10.16 WHITEHAWK THERAPEUTICS, INC. 2023 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Whitehawk Therapetutics, Inc. 2023 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant, the Terms and Conditions of Stock Option

As filed with the Securities and Exchange Commission on March 28, 2025

As filed with the Securities and Exchange Commission on March 28, 2025 Registration No.

Form of Restricted Stock Unit Award Agreement under the

Exhibit 10.13 WHITEHAWK THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Whitehawk Therapeutics, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Whitehawk Therapeutics, Inc.

Whitehawk Therapeutics, Inc. 2023 Inducement Equity Incentive Plan.

Exhibit 10.15 4862-6160-5247.3 - 9/25/2023 10:47:15 AM WHITEHAWK THERAPEUTICS, INC. 2023 INDUCEMENT EQUITY INCENTIVE PLAN 1.Purpose of the Plan. The purpose of this Plan is to attract and retain the best available personnel for positions of substantial responsibility by providing a material inducement to individuals entering into employment with the Company or any Parent or Subsidiary of the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-385

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED The common stock, par value $0.0001 per share (“Common Stock”), of Whitehawk Therapeutics, Inc., a Delaware corporation (the “Company,” “us,” “we,” or “our”), is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 WHITEHAWK THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commis

to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF WHITEHAWK THERAPEUTICS, INC. (initially adopted on February 1, 2008) (as amended and restated on August 26, 2021, December 6, 2022 and March 18, 2025) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 WHITEHAWK THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commis

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AERPIO PHARMACEUTICALS, INC. a Delaware corporation Aerpio Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: A. The original Certificate of Incorporation of the Company, under the original name “ZETA ACQUISITION CORP. II”, was filed wit

Aadi Bioscience Relaunches as Whitehawk Therapeutics Marking Evolution into ADC Company New name reflects focus on accelerating portfolio of advanced ADC therapies with speed, agility and precision Upon closing of strategic transactions, cash expecte

Exhibit 99.1 Aadi Bioscience Relaunches as Whitehawk Therapeutics Marking Evolution into ADC Company New name reflects focus on accelerating portfolio of advanced ADC therapies with speed, agility and precision Upon closing of strategic transactions, cash expected to fund operations into 2028 enabling anticipated key clinical data readouts for its ADC assets Company shares to trade on Nasdaq under

Registration Rights Agreement, by and among Aadi Bioscience, Inc. and the purchasers thereto.

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 4, 2025 by and among Aadi Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, the Company a

Aadi Bioscience Announces Closing of $100 Million PIPE Financing

Exhibit 99.1 Aadi Bioscience Announces Closing of $100 Million PIPE Financing MORRISTOWN, NJ, March 4, 2025 /PRNewswire/ — Aadi Bioscience, Inc. (Nasdaq: AADI)(“Aadi”), an oncology therapeutics company applying advanced technologies to established tumor biology to efficiently deliver advances in cancer treatment, today announced the closing of its previously announced private placement. The privat

Amended and Restated 2021 Equity Incentive Plan.

Exhibit 10.2 AADI BIOSCIENCE, INC. 2021 EQUITY INCENTIVE PLAN (as amended and restated February 28, 2025 (the “Restatement Date”)) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Comp

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

BML Capital Management, LLC 65 E Cedar, Suite 2, Zionsville, IN 46077 February 24, 2025 Board of Directors and Shareholders Aadi Biosciences, Inc. 17383 Sunset Boulevard Suite A250 Pacific Palisades, CA 90272 Dear Board Members and Fellow Shareholder

EX-1 2 bmllettertoaadi.htm BML LETTER TO AADI BOARD BML Capital Management, LLC 65 E Cedar, Suite 2, Zionsville, IN 46077 February 24, 2025 Board of Directors and Shareholders Aadi Biosciences, Inc. 17383 Sunset Boulevard Suite A250 Pacific Palisades, CA 90272 Dear Board Members and Fellow Shareholders, Aadi Bioscience’s Board of Directors has recently issued two letters extolling the virtues of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G

EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

February 3, 2025

EX-1 2 bmllettertoaadi.htm BML LETTER TO AADI BOARD February 3, 2025 VIA CERTIFIED MAIL VIA REGISTERED AGENT Aadi Bioscience, Inc. Aadi Bioscience, Inc. Attn: Board of Directors c/o The Corporation Trust Company 17383 Sunset Boulevard, Suite A250 1209 Orange Street Pacific Palisades, CA 90272 Wilmington, DE 19801 RE: Demand for Inspection of Books and Records Dear Board of Directors: We represent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

BML Capital Management, LLC 65 E Cedar, Suite 2, Zionsville, IN 46077

BML Capital Management, LLC 65 E Cedar, Suite 2, Zionsville, IN 46077 January 30th, 2025 Board of Directors and Shareholders Aadi Biosciences, Inc.

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned

AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G

EX-99.1 AGREEMENT 2 aadi13da2.htm EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of

Calculation of Filing Fee Tables Schedule 14A (Form Type) Aadi Bioscience, Inc. (Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be P

Exhibit 107 Calculation of Filing Fee Tables Schedule 14A (Form Type) Aadi Bioscience, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

BML Capital Management, LLC 65 E Cedar, Suite 2, Zionsville, IN 46077

BML Capital Management, LLC 65 E Cedar, Suite 2, Zionsville, IN 46077 December 31, 2024 Board of Directors Aadi Biosciences, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Form of Voting and Support Agreement, dated as of December 19, 2024, among KAKEN INVESTMENTS INC., Aadi Bioscience, Inc. and the stockholder of Aadi Bioscience, Inc. party thereto.

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2024, by and among KAKEN INVESTMENTS INC., a Delaware corporation (“Purchaser”), Aadi Bioscience, Inc., a Delaware corporation (“Seller”), and the undersigned stockholder of Seller (such stockholder, and any permitted transferee pursuant to Section 2 below, “St

Forward-Looking Statements Certain statements contained in this presentation regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and

December 20, 2024 Strategic Update Exhibit 99.2 Forward-Looking Statements Certain statements contained in this presentation regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Act of 1995, known as the PSLRA. These include statements regarding

Aadi Bioscience Transforms with In-Licensing of Novel ADC Portfolio, $100 Million Sale of FYARRO® and $100 Million PIPE Financing Aadi Enters into Exclusive License for Three-Asset ADC Portfolio Developed through a Collaboration between WuXi Biologic

Exhibit 99.1 Aadi Bioscience Transforms with In-Licensing of Novel ADC Portfolio, $100 Million Sale of FYARRO® and $100 Million PIPE Financing Aadi Enters into Exclusive License for Three-Asset ADC Portfolio Developed through a Collaboration between WuXi Biologics and HANGZHOU DAC Aadi Enters Agreement to Sell FYARRO® and Associated Infrastructure to KAKEN Pharmaceutical for $100M; Announces PIPE

Form of Registration Rights Agreement, by and among Aadi Bioscience, Inc. and the purchasers thereto.

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [], 2025 by and among Aadi Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, the Compan

Stock Purchase Agreement, dated December 19, 2024, among Aadi Bioscience, Inc., KAKEN INVESTMENTS INC., KAKEN PHARMACEUTICAL CO., LTD., and Aadi Subsidiary, Inc.

Exhibit 2.1 STOCK PURCHASE AGREEMENT among KAKEN PHARMACEUTICAL CO., LTD. KAKEN INVESTMENTS INC., AADI BIOSCIENCE, INC. and AADI SUBSIDIARY, INC. Dated as of December 19, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 9 1.1 Certain Definitions 9 1.2 Additional Definitions 28 1.3 Certain Interpretations 30 1.4 Seller Disclosure Letter 34 ARTICLE II THE CLOSING 34 2.1 Purchase a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 AADI BIOSCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Form of Pre-Funded Warrant to Purchase Common Stock.

Exhibit 4.1 THESE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BUT HAVE BEEN OR WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (i) S

Subscription Agreement, dated December 19, 2024, and each purchaser identified on Exhibit A thereto.

Exhibit 10.2 EXECUTION COPY SUBSCRIPTION AGREEMENT BY AND AMONG AADI BIOSCIENCE, INC., AND THE PURCHASERS DECEMBER 19, 2024 TABLE OF CONTENTS 1.  Definitions 2 2.  Subscription 6 2.1  Purchase and Sale 6 2.2  Closing 6 3.  Representations and Warranties of the Company 7 3.1  Organization and Power 7 3.2  Capitalization 7 3.3  Registration Rights 8 3.4  Authorization 8 3.5  Valid Issuance 8 3.6  No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 AADI BIOSCIENCE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Amendment No.3 to the Negotiated Purchase Order Terms and Conditions for Clinical and Commercial Product, effective as of July 31, 2024, by and between Aadi Bioscience, Inc. and Fresenius Kabi, LLC

Exhibit 10.2 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential AMENDMENT NO. 03 to NEGOTIATED PURCHASE ORDER TERMS AND CONDITIONS FOR CLINICAL AND COMMERCIAL PRODUCT This Amendment No. 03 to the Negotiated Purchase Order Terms and Conditions for Clinical and Comme

Transition Agreement and Release by and between Neil Desai and Aadi Bioscience, Inc., dated October 16, 2024

Exhibit 10.3 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (“Agreement”) is made by and between Neil Desai (“Executive”) and Aadi Bioscience, Inc. (the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”). The “Company” includes its subsidiaries and their respective successors, including the entity that employs Executive, unless the co

Aadi Bioscience Announces Financial Results for the Third Quarter 2024 and Provides Corporate Update FYARRO® sales of $7.2 million for Q3 2024, reflecting 21% year over year sales growth Aadi continues to focus on FYARRO commercial business and compr

PRESS RELEASE Exhibit 99.1 Aadi Bioscience Announces Financial Results for the Third Quarter 2024 and Provides Corporate Update FYARRO® sales of $7.2 million for Q3 2024, reflecting 21% year over year sales growth Aadi continues to focus on FYARRO commercial business and comprehensive strategic review to maximize shareholder value LOS ANGELES, CA, November 6, 2024 – Aadi Bioscience, Inc. (NASDAQ:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

Transition Agreement and Release by and between Loretta Itri and Aadi Bioscience, Inc., dated September 16, 2024

Exhibit 10.4 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (this “Agreement”) is made by and between Loretta Itri (“Executive”) and Aadi Bioscience, Inc. (the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Executive is employed by the Company; WHEREAS, Executive signed an Executive Employment Agreement with the

AADI / Aadi Bioscience, Inc. / Desai Neil - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aadi Bioscience, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 00032Q 104 (CUSIP Number) Neil Desai 17383 Sunset Boulevard, Suite A250 Pacific Palisades, California 90272 (424) 744-8055 (Name, Address and Tel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 AADI BIOSCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2024 AADI BIOSCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commissio

Form of Retention Bonus Letters with executive officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on September 19, 2024).

EX-10.1 Exhibit 10.1 AADI BIOSCIENCE, INC. Retention Bonus Letter [], 2024 [NAME] Dear [], We are happy to inform you that as a valued member of Aadi Bioscience, Inc. (“Aadi” or the “Company”), the Company has approved your eligibility to receive a bonus (the “Retention Bonus”) in the amount of $[] if you remain an employee of Aadi through the earlier of (i) March 31, 2025 or (ii) the date of a Ch

AADI / Aadi Bioscience, Inc. / EcoR1 Capital, LLC Passive Investment

SC 13G 1 aadi.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Number) August 23, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

AADI / Aadi Bioscience, Inc. / BML Investment Partners, L.P. Passive Investment

SC 13G 1 aadi13g.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 AADI BIOSCIENCE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission F

Aadi Bioscience Provides PRECISION1 Trial and Corporate Updates PRECISION1 tumor-agnostic trial unlikely to meet regulatory threshold to support an accelerated approval and will be halted Aadi will focus on FYARRO® commercial business for its approve

EX-99.1 Exhibit 99.1 Aadi Bioscience Provides PRECISION1 Trial and Corporate Updates PRECISION1 tumor-agnostic trial unlikely to meet regulatory threshold to support an accelerated approval and will be halted Aadi will focus on FYARRO® commercial business for its approved indication, PEComa, and conduct a comprehensive strategic review to maximize shareholder value To further preserve cash positio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 AADI BIOSCIENCE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission F

Aadi Bioscience Announces Financial Results for the Second Quarter 2024 and Provides Corporate Update FYARRO® sales of $6.2 million for Q2 2024, a 15% quarter over quarter sales growth Interim analysis of two-thirds of fully enrolled PRECISION1 trial

PRESS RELEASE Exhibit 99.1 Aadi Bioscience Announces Financial Results for the Second Quarter 2024 and Provides Corporate Update FYARRO® sales of $6.2 million for Q2 2024, a 15% quarter over quarter sales growth Interim analysis of two-thirds of fully enrolled PRECISION1 trial planned for Q3 2024 Conference call to be held today at 8:30 am EDT LOS ANGELES, CA, August 7, 2024 – Aadi Bioscience, Inc

Amended and Restated Outside Director Compensation Plan.

Exhibit 10.3 AADI BIOSCIENCE, INC. AMENDED AND RESTATED OUTSIDE DIRECTOR COMPENSATION POLICY (Adopted: May 17, 2024) Aadi Bioscience, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Directors who are not emplo

Executive Employment Agreement, dated August 15, 2022, by and between the Company and Bryan E. Ball.

Exhibit 10.2 AADI BIOSCIENCE, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of July 11, 2022 by and between Aadi Bioscience, Inc. (“Aadi”), and Bryan E. Ball (“Executive”). This Agreement will be effective August 15, 2022 (the “Effective Date”). As you know, Aadi recently consummated a merger (with the parent company of the merger bein

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 AADI BIOSCIENCE, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 AADI BIOSCIENCE, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 AADI BIOSCIENCE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission File

Aadi Bioscience Announces Financial Results for the First Quarter 2024 and Provides Corporate Update Fully enrolled registration-intended PRECISION1 trial; two-thirds interim analysis planned for Q3 2024 FYARRO® sales of $5.4 million for Q1 2024, ref

PRESS RELEASE Exhibit 99.1 Aadi Bioscience Announces Financial Results for the First Quarter 2024 and Provides Corporate Update Fully enrolled registration-intended PRECISION1 trial; two-thirds interim analysis planned for Q3 2024 FYARRO® sales of $5.4 million for Q1 2024, reflects distributor ordering patterns and fewer commercial patient initiations at the start of the year Conference call to be

Amendment No.2 to the Negotiated Purchase Order Terms and Conditions for Clinical and Commercial Product, dated April 1, 2024, by and between Aadi Bioscience, Inc. and Fresenius Kabi, LLC

Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

$13,500,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277018 PROSPECTUS SUPPLEMENT $13,500,000 Common Stock We have previously entered into a sales agreement, or the sales agreement, with Cowen and Company, LLC, or TD Cowen, relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the

April 26, 2024

April 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Joshua Gorsky Re: Aadi Bioscience, Inc. Registration Statement on Form S-3 File No. 333-277018 Acceleration Request Requested Date: April 30, 2024 Requested Time: 4:00 p.m. Eastern Time, or as soon thereafter as practicable Ladies and Gentlemen:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 AADI BIOSCIENCE, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fil

Description of Registrant's Capital Stock.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED The common stock, par value $0.0001 per share (“Common Stock”), of Aadi Bioscience, Inc., a Delaware corporation (the “Company,” “us,” “we,” or “our”), is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Aadi Bioscience Announces Financial Results for the Fourth Quarter and Full-Year 2023 and Provides Corporate Update FYARRO® sales of $6.3 million for Q4 2023 and $24.4 million for FY 2023 representing year-over-year growth of 21% and 60%, respectivel

Exhibit 99.1 Aadi Bioscience Announces Financial Results for the Fourth Quarter and Full-Year 2023 and Provides Corporate Update FYARRO® sales of $6.3 million for Q4 2023 and $24.4 million for FY 2023 representing year-over-year growth of 21% and 60%, respectively Registration-directed PRECISION1 trial of nab-sirolimus in solid tumors with TSC1 or TSC2 inactivating alterations on track to complete

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-385

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fi

Aadi Bioscience, Inc. Compensation Recovery Policy

Exhibit 97.1 AADI BIOSCIENCE, INC. COMPENSATION RECOVERY POLICY As adopted on November 27, 2023 Aadi Bioscience, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Polic

List of Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Aadi Bioscience, Inc.   Name of Subsidiary Jurisdiction of Incorporation or Organization Aadi Subsidiary, Inc. Delaware  

As filed with the Securities and Exchange Commission on February 12, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on February 12, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Aadi Bioscience, Inc.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Aadi Bioscience, Inc.

As filed with the Securities and Exchange Commission on February 12, 2024

S-8 As filed with the Securities and Exchange Commission on February 12, 2024 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Forward-Looking Statements Certain statements contained in this presentation regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and

December 2023 PRECISION1 One-Third Interim Analysis PRECISION1 Trial of nab-Sirolimus Demonstrating Anti-Tumor Activity Across Multiple Solid Tumors with TSC1 or TSC2 Inactivating Alterations Exhibit 99.

Aadi Bioscience Reports Interim Results from PRECISION1 Trial of nab-Sirolimus Demonstrating Anti-Tumor Activity in Solid Tumors with TSC1 or TSC2 Inactivating Alterations Interim results from investigator-assessed responses in first 40 patients from

Exhibit 99.1 PRESS RELEASE Aadi Bioscience Reports Interim Results from PRECISION1 Trial of nab-Sirolimus Demonstrating Anti-Tumor Activity in Solid Tumors with TSC1 or TSC2 Inactivating Alterations Interim results from investigator-assessed responses in first 40 patients from TSC1 and TSC2 arms demonstrate sustained tumor reductions in heavily pre-treated population 80 patients now enrolled in PR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

Aadi Bioscience Reports Financial Results for the Third Quarter 2023 and Provides Corporate Update PRECISION1 trial of nab-sirolimus in solid tumors with TSC1 or TSC2 inactivating alterations on track for presentation of early interim analysis by mid

PRESS RELEASE Exhibit 99.1 Aadi Bioscience Reports Financial Results for the Third Quarter 2023 and Provides Corporate Update PRECISION1 trial of nab-sirolimus in solid tumors with TSC1 or TSC2 inactivating alterations on track for presentation of early interim analysis by mid-December 2023; multiple 2024 catalysts expected Latest real-world, next generation sequencing (NGS) analysis reinforces la

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 AADI BIOSCIENCE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Aadi Bioscience, Inc. 2023 Inducement Equity Incentive Plan

EX-10.3 Exhibit 10.3 AADI BIOSCIENCE, INC. 2023 INDUCEMENT EQUITY INCENTIVE PLAN 1. Purpose of the Plan. The purpose of this Plan is to attract and retain the best available personnel for positions of substantial responsibility by providing a material inducement to individuals entering into employment with the Company or any Parent or Subsidiary of the Company, including grants to new employees in

Executive Employment Agreement, dated September 29, 2023, by and between David J. Lennon and Aadi Bioscience, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K with the SEC on October 2, 2023).

Exhibit 10.2 AADI BIOSCIENCE, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of September 29, 2023 by and between Aadi Bioscience, Inc. (“Aadi”), and David J. Lennon (“Executive”). This Agreement will be effective October 2, 2023 (the “Effective Date”). Aadi, together with any other subsidiaries, including the entity employing you, shal

Form of Restricted Stock Unit Award Agreement under the Aadi Bioscience, Inc. 2021 Equity Incentive Plan

EX-10.1 Exhibit 10.1 AADI BIOSCIENCE, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Aadi Bioscience, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “N

Form of 2023 Inducement Equity Incentive Plan Stock Option Agreement

Exhibit 10.4 AADI BIOSCIENCE, INC. 2023 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Aadi Bioscience, Inc. 2023 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant, the Terms and Conditions of Stock Option Grant, attached

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 AADI BIOSCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commissio

Aadi Bioscience Appoints Dave Lennon, Ph.D. as President and Chief Executive Officer Dr. Lennon brings over 20 years of pharmaceutical experience, including deep expertise in the development and commercialization of mTOR inhibitors Leadership transit

EX-99.1 Exhibit 99.1 PRESS RELEASE Aadi Bioscience Appoints Dave Lennon, Ph.D. as President and Chief Executive Officer Dr. Lennon brings over 20 years of pharmaceutical experience, including deep expertise in the development and commercialization of mTOR inhibitors Leadership transition expected to accelerate growth and leverage ground-breaking nanoparticle technology in FYARRO® to build a leadin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

Aadi Bioscience Announces Financial Results for the Second Quarter 2023 and Provides Corporate Update Continued growth in total revenue on FYARRO® with sales of $6.2 million for 2Q 2023 On-track for interim analysis on 40 patients in PRECISION1 trial

PRESS RELEASE Exhibit 99.1 Aadi Bioscience Announces Financial Results for the Second Quarter 2023 and Provides Corporate Update Continued growth in total revenue on FYARRO® with sales of $6.2 million for 2Q 2023 On-track for interim analysis on 40 patients in PRECISION1 trial before the end of 2023 Expanding pipeline to include programs in Endometrial Cancer and Neuroendocrine Tumors (NETs) Confe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 AADI BIOSCIENCE, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 AADI BIOSCIENCE, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fil

Aadi Bioscience Announces Financial Results and Operational Update for the First Quarter 2023 and Provides Update on PRECISION 1 Tumor Agnostic Trial Total 1Q 2023 revenue on FYARRO® sales of $5.9 million PRECISION 1 tumor agnostic trial enrolling eq

PRESS RELEASE Exhibit 99.1 Aadi Bioscience Announces Financial Results and Operational Update for the First Quarter 2023 and Provides Update on PRECISION 1 Tumor Agnostic Trial Total 1Q 2023 revenue on FYARRO® sales of $5.9 million PRECISION 1 tumor agnostic trial enrolling equally in TSC1 and TSC2 arms with more than 15 discreet tumor types represented Interim analysis on 40 patients with appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 AADI BIOSCIENCE, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-385

As filed with the Securities and Exchange Commission on March 29, 2023

S-8 As filed with the Securities and Exchange Commission on March 29, 2023 Registration No.

Amended and Restated Employment Agreement dated November 8, 2022, by and between Brendan Delaney and Aadi Bioscience, Inc.

Exhibit 10.17 AADI BIOSCIENCE, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of November 8, 2022 by and between Aadi Bioscience, Inc. (“Aadi”), and Brendan Delaney (“Executive”). This Agreement will be effective January 1, 2023 (the “Effective Date”) and amends and restates the Employment Agree

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Aadi Bioscience, Inc.

List of Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Aadi Bioscience, Inc. Name of Subsidiary Jurisdiction of Incorporation or Organization Aadi Subsidiary, Inc. Delaware

Amendment No.1 to the Negotiated Purchase Order Terms and Conditions for Clinical and Commercial Product, dated as of January 16, 2023, by and between

Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Amended and Restated Employment Agreement, dated November 8, 2022, by and between Aadi Bioscience, Inc. and Neil Desai, Ph.D.(incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-38560) filed with the SEC on March 29, 2023).

Exhibit 10.4 AADI BIOSCIENCE, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of November 8, 2022 by and between Aadi Bioscience, Inc. (“Aadi”), and Neil Desai, Ph.D. (“Executive”). This Agreement will be effective as of January 1, 2023 (the “Effective Date”) except as otherwise expressly provide

Office Lease dated April 19, 2019 by and between BRE Sunset Coast, LLC and Aadi Bioscience, Inc.

797781.06/WLA 375195-00001/4-22-19/ejs/ejs SUNSET & PCH [Aadi Bioscience, Inc.] SUNSET & PCH OFFICE LEASE This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between BRE SUNSET COAST, LLC, a Delaware limited liability company("Landlord"), and AADI BIOSCIENCE, INC., a Delaware corporation ("Ten

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED The common stock, par value $0.0001 per share (“Common Stock”), of Aadi Bioscience, Inc., a Delaware corporation (the “Company,” “us,” “we,” or “our”), is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 AADI BIOSCIENCE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission F

Aadi Bioscience Announces Financial Results for the Fourth Quarter and Full-Year 2022 and Provides Corporate Update Total revenue on FYARRO® sales of $15.2 million for FY 2022 PRECISION 1 trial preliminary data expected in the second quarter of 2023

Exhibit 99.1 Aadi Bioscience Announces Financial Results for the Fourth Quarter and Full-Year 2022 and Provides Corporate Update Total revenue on FYARRO® sales of $15.2 million for FY 2022 PRECISION 1 trial preliminary data expected in the second quarter of 2023 Conference call to be held today at 8:30 am EDT LOS ANGELES, CA, March 28, 2023 – Aadi Bioscience, Inc. (NASDAQ: AADI), a biopharmaceutic

Aadi Bioscience Appoints Mohammad Hirmand, M.D. to Board of Directors

Aadi Bioscience Appoints Mohammad Hirmand, M.D. to Board of Directors LOS ANGELES, CA, March 27, 2023 – Aadi Bioscience, Inc. (NASDAQ: AADI), a commercial-stage biopharmaceutical company focused on developing and commercializing precision therapies for genetically-defined cancers with alterations in mTOR pathway genes, today announced the appointment of Mohammad Hirmand, M.D. to its Board of Direc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 AADI BIOSCIENCE, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 AADI BIOSCIENCE, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fil

Aadi Bioscience Announces Leadership Transition

EX-99.1 Exhibit 99.1 Aadi Bioscience Announces Leadership Transition LOS ANGELES, CA, March 3, 2023 – Aadi Bioscience, Inc. (NASDAQ: AADI), a commercial-stage biopharmaceutical company focused on precision therapies for genetically-defined cancers with alterations in mTOR pathway genes, today announced that Brendan Delaney has resigned for personal reasons from his position as Chief Executive Offi

AADI / Aadi Biosciences, Inc. / Vivo Panda, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea173384-13ga2vivopandaaadi.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Number) December 31, 2022 (Date of Event which R

AADI / Aadi Biosciences, Inc. / Satter Muneer A Passive Investment

SC 13G/A 1 ff172325213ga1-satter.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 AADI BIOSCIENCE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

AADI / Aadi Biosciences, Inc. / Desai Neil - SC 13D/A Activist Investment

SC 13D/A 1 d447805dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aadi Bioscience, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 00032Q 104 (CUSIP Number) Neil Desai 17383 Sunset Boulevard, Suite A250 Pacific Palisades, California 90272 (424) 7

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on December 7, 2022).

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF AADI BIOSCIENCE, INC. (initially adopted on February 1, 2008) (as amended and restated on August 26, 2021 and December 6, 2022) TABLE OF CONTENTS Page ARTICLE I?CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II?MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 AADI BIOSCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Aadi Bioscience Announces Planned Leadership Transition

Exhibit 99.2 Aadi Bioscience Announces Planned Leadership Transition LOS ANGELES, CA, November 8, 2022 ? Aadi Bioscience, Inc. (NASDAQ: AADI), a commercial-stage biopharmaceutical company focused on precision therapies for genetically-defined cancers with alterations in mTOR pathway genes, today announced the appointment of Neil Desai, Founder, President and CEO to Executive Chairman and Brendan D

Aadi Bioscience Announces Financial Results for the Third Quarter of 2022 and Provides Corporate Update Completed $72.5 million PIPE financing extending cash runway into 2025 PRECISION 1 trial on-track with preliminary data expected in the first half

Exhibit 99.1 Aadi Bioscience Announces Financial Results for the Third Quarter of 2022 and Provides Corporate Update Completed $72.5 million PIPE financing extending cash runway into 2025 PRECISION 1 trial on-track with preliminary data expected in the first half of 2023 24% revenue growth of FYARRO? (nab-sirolimus) over the second quarter 2022 Appointment of Neil Desai to Executive Chairman and t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

5,800,019 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268021 PROSPECTUS 5,800,019 Shares of Common Stock This prospectus relates to the offer and resale from time to time of up to 5,800,019 shares (the ?Shares?) of common stock, par value $0.0001 per share, of Aadi Bioscience, Inc., a Delaware corporation (the ?Company?), by the selling stockholders identified in this prospectus,

November 2, 2022

November 2, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3720 Attention: Jason Drory Re: Aadi Bioscience, Inc. Registration Statement on Form S-3 File No. 333-268021 Acceleration Request Requested Date: November 4, 2022 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to R

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Aadi Bioscience, Inc.

As filed with the Securities and Exchange Commission on October 26, 2022

S-3 Table of Contents As filed with the Securities and Exchange Commission on October 26, 2022 Registration No.

AADI / Aadi Biosciences, Inc. / Satter Muneer A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Number) September 26, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

AADI / Aadi Biosciences, Inc. / Avoro Capital Advisors LLC - AADI BIOSCIENCE, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00032Q104 (CUSIP Number) Scott Epstein Avoro Capital Advisors LLC 110 Greene Street, Suite 800 Eleazer Klein, Esq. Adriana Schwartz, Esq. Schulte Roth & Z

Form of Securities Purchase Agreement, dated September 22, 2022, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT BY AND AMONG AADI BIOSCIENCE, INC., AND THE PURCHASERS SEPTEMBER 22, 2022 TABLE OF CONTENTS 1. Definitions 1 2. Purchase and Sale of Common Stock 6 2.1 Purchase and Sale 6 2.2 Closing 6 3. Representations and Warranties of the Company 6 3.1 Organization and Power 6 3.2 Capitalization 7 3.3 Registration Rights 7 3.4 Authorization 7 3.5 Valid Issuance 8 3.6

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-38560) filed with the SEC on September 22, 2022).

Exhibit 4.1 THESE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BUT HAVE BEEN OR WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (i) S

Aadi Bioscience Announces $72.5 Million Private Placement Equity Financing

Exhibit 99.1 Aadi Bioscience Announces $72.5 Million Private Placement Equity Financing LOS ANGELES, Sept. 22, 2022 /PRNewswire/ ? Aadi Bioscience, Inc. (NASDAQ: AADI), a commercial-stage biopharmaceutical company focused on precision therapies for genetically-defined cancers with alterations in mTOR pathway genes, today announced it has entered into a securities purchase agreement with a new accr

Form of Registration Rights Agreement, dated September 22, 2022, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K

Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the ?Agreement?) is made as of September 22, 2022 by and among Aadi Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), the several purchasers signatory hereto (each, a ?Purchaser? and collectively, the ?Purchasers?) and other investors signatory hereto

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commissio

Aadi Bioscience Announces Financial Results for the Second Quarter of 2022 and Provides Corporate Update FYARRO® (nab-sirolimus) net product sales reached $3.4 million for the second quarter of 2022 PRECISION 1 Phase 2 tumor-agnostic registration-dir

Exhibit 99.1 Aadi Bioscience Announces Financial Results for the Second Quarter of 2022 and Provides Corporate Update FYARRO? (nab-sirolimus) net product sales reached $3.4 million for the second quarter of 2022 PRECISION 1 Phase 2 tumor-agnostic registration-directed trial continues enrollment and rapid site activation at major cancer centers and large community networks; preliminary data expecte

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fil

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

List of Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Aadi Bioscience, Inc. Name of Subsidiary Jurisdiction of Incorporation or Organization Aadi Subsidiary, Inc. Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission File

Aadi Bioscience Reports First Quarter 2022 Financial Results and Provides a Corporate Update

Exhibit 99.1 Aadi Bioscience Reports First Quarter 2022 Financial Results and Provides a Corporate Update ? FYARRO net product sales of $2.3 million in partial first quarter ? Dosing of patients initiated in PRECISION 1, a Phase 2 tumor-agnostic registration-directed trial evaluating nab-sirolimus in TSC1 or TSC2 altered solid tumors LOS ANGELES, CA, May 12, 2022 ? Aadi Bioscience, Inc. (NASDAQ: A

Negotiated Purchase Order Terms and Conditions for Clinical and Commercial Product, dated as of January 13, 2022, by and between Aadi Bioscience, Inc. and Fresenius Kabi, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on September 20, 2021).

Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEFA14A 1 d515488ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

Explanatory Note

Table of Contents Explanatory Note This filing on Form 424(b)(5) is being made to correct the file number referred to in the previously filed Prospectus Supplement submitted under Rule 424(b)(5) and filed on March 17, 2022 (SEC Accession No.

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED The common stock, par value $0.0001 per share (?Common Stock?), of Aadi Bioscience, Inc., a Delaware corporation (the ?Company,? ?us,? ?we,? or ?our?), is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?).

Executive Employment Agreement, dated October 28, 2021, by and between Aadi Bioscience, Inc. and Scott Giacobello.

Exhibit 10.5 AADI BIOSCIENCE, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of October 28, 2021 by and between Aadi Bioscience, Inc. (?Aadi?), and Scott Giacobello (?Executive?). This Agreement will be effective November 1, 2021 (the ?Effective Date?). As you know, Aadi recently consummated a merger (with the parent company of the merg

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38560 AADI BIOSCIEN

Filing Fee Table

EX-FILING FEES 4 d288021dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Aadi Bioscience, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Am

$75,000,000 Common Stock

424B5 1 d315686d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-259785 PROSPECTUS SUPPLEMENT (To Prospectus dated April 15, 2021) $75,000,000 Common Stock We have entered into a sales agreement, or the sales agreement, with Cowen and Company, LLC, or Cowen, relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supple

Sales Agreement, dated as of March 17, 2022, by and between Aadi Bioscience, Inc. and Cowen and Company, LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on March 17, 2022).

Exhibit 1.1 AADI BIOSCIENCE, INC. $75,000,000 COMMON STOCK SALES AGREEMENT March 17, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Aadi Bioscience, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Placement Shares. The Company agrees that, fr

Aadi Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Update -FYARRO™ approved November 22, 2021 and launched February 23, 2022- -FYARRO added to NCCN® Guidelines as the only preferred therapy to treat malignant PECom

Exhibit 99.1 Aadi Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Update -FYARRO? approved November 22, 2021 and launched February 23, 2022- -FYARRO added to NCCN? Guidelines as the only preferred therapy to treat malignant PEComa- -PRECISION 1 tumor agnostic study for TSC1 or TSC2 alterations open for enrollment- -Ended fourth quarter 2021 with $149.0 million in

As filed with the Securities and Exchange Commission on March 17, 2022

As filed with the Securities and Exchange Commission on March 17, 2022 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission Fi

AADI / Aadi Biosciences, Inc. / Venrock Healthcare Capital Partners II, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00032Q104 (CUSIP Number) August 26, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant

AADI / Aadi Biosciences, Inc. / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Number) D

AADI / Aadi Biosciences, Inc. / Vivo Panda, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

AADI / Aadi Biosciences, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Aadi Bioscience Inc. Title of Class of Securities: Common Stock CUSIP Number: 00032Q104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2022 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2021 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Aadi Bioscience Announces FDA Approval of its First Product FYARRO™ for Patients with Locally Advanced Unresectable or Metastatic Malignant Perivascular Epithelioid Cell Tumor (PEComa)

EX-99.1 2 d231595dex991.htm EX-99.1 Exhibit 99.1 Aadi Bioscience Announces FDA Approval of its First Product FYARRO™ for Patients with Locally Advanced Unresectable or Metastatic Malignant Perivascular Epithelioid Cell Tumor (PEComa) • FYARRO is the first and only approved therapy for adults for the treatment of malignant PEComa, an ultra-rare and aggressive form of sarcoma with a strong female pr

AADI / Aadi Biosciences, Inc. / RA CAPITAL MANAGEMENT, L.P. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aerpio Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00810B105 (CUSIP Number) November 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

AADI / Aadi Biosciences, Inc. / Satter Muneer A - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4) Aadi Bioscience, Inc. (f/k/a Aerpio Pharmaceuticals, Inc.) (Name of issuer) Common Stock, par value $

First Amendment to Office Lease dated August 30, 2021 by and between BRE Sunset Coast, LLC and Aadi Bioscience, Inc. (incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38560) filed with the SEC on November 10, 2021).

Exhibit 10.15 FIRST AMENDMENT TO OFFICE LEASE This FIRST AMENDMENT TO OFFICE LEASE (?First Amendment?) is made and entered into as of August 30, 2021, by and between BRE SUNSET COAST, LLC, a Delaware limited liability company (?Landlord?), and AADI BIOSCIENCE, INC., a Delaware corporation (?Tenant?). R E C I T A L S : A.Landlord and Tenant entered are parties to that certain Office Lease dated Apr

Aadi Reports Third Quarter 2021 Financial Results and Provides Business Update

Exhibit 99.1 Aadi Reports Third Quarter 2021 Financial Results and Provides Business Update ? FYARRO? under review with FDA with a November 26, 2021 PDUFA target date ? Three key executive appointments made to the roles of Chief Operating Officer, Chief Medical Officer and Chief Financial Officer ? Appointment of new board member ? Registrational trial in patients harboring TSC1 and TSC2 inactivat

License Agreement by and between Aadi Bioscience, Inc. and EOC Pharma (Hong Kong) Limited dated December 8, 2020

Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Amendment No. 1 to the Amended and Restated License Agreement between Abraxis BioScience, LLC and Aadi Bioscience, Inc.

Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Employment Agreement dated October 19, 2021, by and between Loretta Itri and Aadi Bioscience, Inc. (incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38560) filed with the SEC on November 10, 2021)

Exhibit 10.17 AADI BIOSCIENCE, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of October 19, 2021 by and between Aadi Bioscience, Inc. (?Aadi?), and Loretta Itri, M.D. (?Executive?). This Agreement will be effective October 21, 2021 (the ?Effective Date?). As you know, Aadi recently consummated a merger (with the parent company of the m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38560 AADI BIOSCIENCE, INC.

Amended and Restated License Agreement by and between Abraxis BioScience, LLC and Aadi Bioscience, Inc. dated November 15, 2019 (incorporated by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38560) filed with the SEC on November 10, 2021).

Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Aadi Bioscience Appoints Scott Giacobello as Chief Financial Officer

Exhibit 99.1 Aadi Bioscience Appoints Scott Giacobello as Chief Financial Officer LOS ANGELES, November 1, 2021 ? Aadi Bioscience, Inc. (?Aadi?) (Nasdaq: AADI), a clinical-stage biopharmaceutical company focusing on precision therapies for genetically-defined cancers with alterations in mTOR pathway genes, today announced the appointment of Scott Giacobello, CPA, to the role of Chief Financial Off

17,629,522 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259785 PROSPECTUS 17,629,522 Shares of Common Stock This prospectus covers the offer and resale from time to time of up to 17,629,522 shares (the ?Shares?) of common stock, par value $0.0001 per share, of Aadi Bioscience, Inc. (formerly known as Aerpio Pharmaceuticals, Inc. (?Aerpio?)), a Delaware corporation (the ?Company?),

September 30, 2021

September 30, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3720 Attention: Jane Park Re: Aadi Bioscience, Inc. Registration Statement on Form S-3 File No. 333-259785 Acceleration Request Requested Date: October 1, 2021 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Ru

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On August 26, 2021, Aerpio Pharmaceuticals, Inc. (the ?Company? or ?Aerpio?) completed its reverse merger with Aadi Bioscience, Inc., a Delaware corporation (?Aadi?), in accordance with the terms of the Agreement and Plan of Merger (referred to as the ?Merger Agreement?) dated May 16, 2021, by and among the Company, Aspen Merger Subsid

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2021 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorpor

Power of attorney (included on the signature page to the registration statement)

Table of Contents As filed with the Securities and Exchange Commission on September 24, 2021 Registration No.

As filed with the Securities and Exchange Commission on September 24, 2021

As filed with the Securities and Exchange Commission on September 24, 2021 Registration No.

Aadi Bioscience, Inc. Index to Financial Statements As of June 30, 2021 (unaudited) and December 31, 2020 and for the six months ended June 30, 2021 and 2020 (unaudited) Unaudited Condensed Financial Statements Condensed Balance Sheets as of June 30,

Exhibit 99.2 Aadi Bioscience, Inc. Index to Financial Statements As of June 30, 2021 (unaudited) and December 31, 2020 and for the six months ended June 30, 2021 and 2020 (unaudited) Contents Unaudited Condensed Financial Statements Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 F-2 Condensed Statements of Operations and Comprehensive Loss?Six Months Ended June 30,

Aadi Bioscience, Inc. Index to Financial Statements For the years ended December 31, 2020 and 2019 Independent Auditor’s Report F-3 Financial Statements Balance Sheets as of December 31, 2020 and 2019 F-6 Statements of Operations and Comprehensive Lo

EX-99.1 3 d207285dex991.htm EX-99.1 Exhibit 99.1 Aadi Bioscience, Inc. Index to Financial Statements For the years ended December 31, 2020 and 2019 Contents Independent Auditor’s Report F-3 Financial Statements Balance Sheets as of December 31, 2020 and 2019 F-6 Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2020 and 2019 F-7 Statements of Stockholders’ Equity (De

Aadi Bioscience Appoints Brendan Delaney as Chief Operating Officer

Exhibit 99.1 Aadi Bioscience Appoints Brendan Delaney as Chief Operating Officer LOS ANGELES, Sept. 20, 2021 ? Aadi Bioscience, Inc. (?Aadi?) (Nasdaq: AADI), a clinical-stage biopharmaceutical company focusing on precision therapies for genetically-defined cancers with alterations in mTOR pathway genes, today announced the appointment of Brendan Delaney to the role of Chief Operating Officer (COO)

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commissio

Employment Agreement dated September 14, 2021, by and between Brendan Delaney and Aadi Bioscience, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on September 20, 2021).

Exhibit 10.1 AADI BIOSCIENCE, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of September 14, 2021 by and between Aadi Bioscience, Inc. (?Aadi?), and Brendan Delaney (?Executive?). This Agreement will be effective September 20, 2021 (the ?Effective Date?). As you know, Aadi recently consummated a merger (with the parent company of the m

Letter dated September 9, 2021 from Ernst & Young LLP to the U.S. Securities and Exchange Commission

Exhibit 16.1 September 9, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated September 9, 2021, of Aadi Bioscience, Inc. and are in agreement with the statements contained in the third paragraph on page one therein. We have no basis to agree or disagree with other statements of the registrant contained ther

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission

Aadi Bioscience Appoints Emma Reeve to its Board of Directors

EX-99.1 3 d138836dex991.htm EX-99.1 Exhibit 99.1 Aadi Bioscience Appoints Emma Reeve to its Board of Directors LOS ANGELES, Sept. 13, 2021 — Aadi Bioscience, Inc. (“Aadi”) (Nasdaq: AADI), a clinical-stage biopharmaceutical company focusing on precision therapies for genetically-defined cancers with alterations in mTOR pathway genes, today announced the appointment of Emma Reeve to its Board of Dir

AADI / Aadi Biosciences, Inc. / Desai Neil - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Aadi Bioscience, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 00032Q 104 (CUSIP Number) Neil Desai 17383 Sunset Boulevard, Suite A250 Pacific Palisades, California 90272 (424) 473-8055 (Name, Address and Telephon

AADI / Aadi Biosciences, Inc. / ACUTA CAPITAL PARTNERS, LLC - AADI BIOSCIENCE, INC. Activist Investment

SC 13D 1 tm2127100d1sc13d.htm AADI BIOSCIENCE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00032Q104 (CUSIP Number) Scott R. Smith Acuta Capital Partners, LLC 1301 Shoreway Road, Suite 340 Bel

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated September 7, 2021 with respect to the shares of Common Stock, par value $0.0001 per share of Aadi Bioscience, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in acco

AADI / Aadi Biosciences, Inc. / BIOTECHNOLOGY VALUE FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Number) Au

AADI / Aadi Biosciences, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* AADI BIOSCIENCE, INC. (f/k/a AERPIO PHARMACEUTICALS, INC.) (Name of Issuer) COMMON STOCK (Title of Class of Securities) 0032Q104 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP V LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2021 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission F

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated September 3, 2021 (the ?Schedule 13D?), with respect to the Common Stock, of Aerpio Pharmaceuticals, Inc.

AADI / Aadi Biosciences, Inc. / Vivo Panda, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aadi Bioscience, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00032Q104 (CUSIP Number) August 26, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

AADI / Aadi Biosciences, Inc. / Avoro Capital Advisors LLC - AADI BIOSCIENCE, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aadi Bioscience, Inc. (f/k/a Aerpio Pharmaceuticals, Inc.) (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00032Q104 (CUSIP Number) Scott Epstein Avoro Capital Advisors LLC 110 Greene Street, Suite 800 New York, NY 10012 (21

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 27, 2021).

Exhibit 10.8 AADI BIOSCIENCE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2021 AADI BIOSCIENCE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2021 AADI BIOSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commission F

Form of Stock Option Agreement under the Aadi Bioscience, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 27, 2021).

EX-10.10 12 d119681dex1010.htm EX-10.10 Exhibit 10.10 AADi BIOSCIENCE, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Amended and Restated 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). I. NOTICE OF STOCK OPTION GRANT Name: Ad

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 27, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AERPIO PHARMACEUTICALS, INC. a Delaware corporation Aerpio Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A. The original Certificate of Incorporation of the Company, under the original name ?ZETA ACQUISITION CORP. II?, was filed wit

Contingent Value Rights Agreement dated August 26, 2021, by and between Aerpio Pharmaceuticals, Inc., Cheryl Cohen, as Holder Representative, and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 27, 2021).

Exhibit 10.1 CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT (this ?Agreement?), dated as of August 26, 2021, is entered into by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), Cheryl Cohen, as representative of the Holders (the ?Holder Representative?) and American Stock Transfer & Trust Company, LLC, as Rights Agent (as defined herein).

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on December 7, 2022).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AERPIO PHARMACEUTICALS, INC. (initially adopted on February 1, 2008) (as amended and restated on August 26, 2021) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 N

Aadi Bioscience, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 27, 2021).

EX-10.9 11 d119681dex109.htm EX-10.9 Exhibit 10.9 AADi BIOSCIENCE, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s busin

Aadi Bioscience, Inc. 2021 Equity Incentive Plan.

EX-10.6 8 d119681dex106.htm EX-10.6 Exhibit 10.6 AADI BIOSCIENCE, INC. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits

Cautionary Note Regarding Forward-Looking Statements • Certain statements contained in this presentation regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange

Exhibit 99.1 Corporate Overview August 2021 NASDAQ: AADI www.aadibio.com Aadi Bioscience Inc., Pacific Palisades, CA 90272, USA 1Exhibit 99.1 Corporate Overview August 2021 NASDAQ: AADI www.aadibio.com Aadi Bioscience Inc., Pacific Palisades, CA 90272, USA 1 Cautionary Note Regarding Forward-Looking Statements ? Certain statements contained in this presentation regarding matters that are not histo

Code of Conduct (filed herewith)

Exhibit 14.1 AADI BIOSCIENCE, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted on August 26, 2021) INTRODUCTION AND PURPOSE Aadi Bioscience, Inc. (together with any subsidiaries, collectively the ?Company?) has adopted this Code of Business Conduct and Ethics (this ?Code?) to deter wrongdoing and to promote: 1. Fair and accurate financial reporting; 2. Compliance with applicable laws, rules and r

Form of Indemnification Agreement between Aadi Bioscience, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 27, 2021).

Exhibit 10.11 AADI BIOSCIENCE, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of [insert date], and is between Aadi Bioscience, Inc., a Delaware corporation (f/k/a Aerpio Pharmaceuticals, Inc.) (the ?Company?), and [insert name of indemnitee] (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individu

Amended and Restated Employment Agreement, dated August 26, 2021, by and between Aadi Bioscience, Inc. and Neil Desai, Ph.D. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 27, 2021).

EX-10.4 6 d119681dex104.htm EX-10.4 Exhibit 10.4 AADI BIOSCIENCE, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of August 26, 2021, by and between Aadi Bioscience, Inc. ( “Aadi”), and Neil Desai (“Executive”). This Agreement will be effective as of the effective time of the Merger (as defined b

Aadi Bioscience Announces Closing of Merger with Aerpio Pharmaceuticals and $155M Private Placement

Exhibit 99.2 Aadi Bioscience Announces Closing of Merger with Aerpio Pharmaceuticals and $155M Private Placement ? Shares of Aadi to commence trading on the Nasdaq Capital Market on August 27, 2021 under ticker symbol ?AADI? ? Concurrent $155 million PIPE financing is backed by leading life science investors led by Acuta Capital Partners and KVP Capital and included Avoro Capital Advisors; Avoro V

Consulting Agreement, dated July 20, 2021, by and between Aadi Bioscience, Inc. and Danforth Advisors, LLC (filed herewith)(1)

Exhibit 10.5 Certain portions of this document have been omitted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with ?[***]? to indicate where omissions have been made. The marked information has been omitted because it is (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. The registrant hereby undertakes to

Form of Stock Option Agreement under the Aadi Bioscience, Inc. 2021 Equity Incentive Plan.

Exhibit 10.7 AADI BIOSCIENCE, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Aadi Bioscience, Inc. 2021 Equity Incentive Plan (the ?Plan?) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant, the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, a

Registration Rights Agreement dated August 26, 2021, by and between Aadi Bioscience, Inc. (formerly known as Aerpio Pharmaceuticals, Inc.) and certain purchasers listed therein (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 27, 2021).

EX-10.3 5 d119681dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of August 26, 2021 by and among Aadi Bioscience, Inc. (f/k/a Aerpio Pharmaceuticals, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and co

Asset Purchase Agreement dated August 17, 2021, by and between Aerpio Pharmaceuticals, Inc. and EyePoint Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38560) filed with the SEC on August 23, 2021).

Exhibit 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the ?Agreement?) is entered into as of August 17, 2021 (the ?Effective Date?), by and between Aerpio Pharmaceuticals, Inc., a Delaware corporation on behalf of itself and its wholly-owned subsidiaries (?Seller?), and EyePoint Pharmaceuticals, Inc., a Delaware corporation (?Purchaser?). RECITALS WHEREAS, Seller desires to sell, as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2021 AERPIO PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2021 AERPIO PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commi

ARPO / Aerpio Pharmaceuticals Inc / RA CAPITAL MANAGEMENT, L.P. - AERPIO PHARMACEUTICALS, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aerpio Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00810B105 (CUSIP Number) August 11, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2021 AERPIO PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2021 AERPIO PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38560 61-1547850 (State or other jurisdiction of incorporation) (Commi

Aerpio Reports Second Quarter 2021 Financial Results and Provides Business Update

Exhibit 99.1 Aerpio Reports Second Quarter 2021 Financial Results and Provides Business Update ? Ended second quarter 2021 with $36.8 million in cash and cash equivalents ? On May 16, 2021, Aerpio entered into an agreement and plan of merger with Aadi Bioscience, Inc., which is subject to the approval of Aerpio shareholders and other customary closing conditions CINCINNATI, Ohio, August 11, 2021 ?