M&A - Aadi Bioscience, Inc.

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Form Type: 8-K

Filing Date: 2025-03-04

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525045605

Filing Summary: On March 4, 2025, Aadi Bioscience, Inc. completed its private placement of common stock (PIPE Financing) and entered into a Registration Rights Agreement to file a resale registration statement with the SEC for the newly issued shares. Additionally, at a Special Meeting held on February 28, 2025, stockholders approved the divestiture of Aadi Subsidiary, Inc., which includes the sale of 100% of its capital stock as part of a significant asset sale related to the FYARRO Business. The sale, deemed a 'Divestiture Proposal,' received substantial support from stockholders. Furthermore, modifications to the 2021 Equity Incentive Plan were approved to increase share availability and adjust automatic share reserve increases. The results from the meeting revealed overwhelming approval for the various proposals put forth to the shareholders, demonstrating strong backing for the company's strategic moves moving forward.

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Additional details:

Date Of Report: 2025-02-28


Transaction Type: PIPE Financing


Registration Rights Agreement Details: The Company will file a resale registration statement within 30 days post-financing.


Divestiture Details: Sale of 100% of Aadi Subsidiary, Inc. to KAKEN INVESTMENTS INC.


Equity Incentive Plan Changes: Increase shares available from 2,000,284 to 8,300,284 and adjust annual increase from 4% to 5%.


Voting Results: [{"proposal":"Divestiture Proposal","for":"16,606,498","against":"3,495,206"},{"proposal":"PIPE Financing Proposal","for":"12,898,905","against":"7,202,353"},{"proposal":"Equity Plan Increase Proposal","for":"11,863,025","against":"8,234,637"},{"proposal":"Golden Parachutes Proposal","for":"15,490,810","against":"4,598,457"},{"proposal":"Adjournment Proposal","for":"15,121,060","against":"4,948,986"}]


Form Type: DEFA14A

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525029692

Filing Summary: Aadi Bioscience, Inc. is soliciting stockholder approval for critical proposals at its upcoming Special Meeting of Stockholders on February 28, 2025. The proposals include the sale of FYARRO® and its infrastructure to Kaken Pharmaceuticals for $100 million, in-licensing a portfolio of promising antibody drug conjugates (ADCs) from WuXi Biologics, and raising $100 million through a private investment in public equity (PIPE). These transactions are expected to enhance Aadi's capabilities in developing next-generation oncology therapies and drive long-term value for stockholders. The Board recommends these transactions following a thorough evaluation, highlighting a positive stock price reaction upon their announcement. Stockholders are urged to vote online in support of these actions to facilitate their completion.

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Additional details:

Proposal Summary: Sale of FYARRO® to Kaken Pharmaceuticals for $100 million


Proposal Summary: In-licensing of ADCs from WuXi Biologics


Proposal Summary: $100 million PIPE financing for development of new assets


Expected Outcome: Enhanced pipeline of ADC assets and capital for growth


Previous Stock Reaction: Stock price rose 46% following announcement of transactions


Meeting Date: 2025-02-28


Form Type: DEFA14A

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525020865

Filing Summary: Aadi Bioscience, Inc. has filed a definitive proxy statement in connection with a Special Meeting of Stockholders scheduled for February 28, 2025. The primary focus of the meeting is to approve three significant transactions as part of the company's strategic transformation. These transactions include the sale of its oncology product, FYARRO®, and its associated infrastructure to Kaken Pharmaceuticals for $100 million in cash. Additionally, Aadi plans to in-license a portfolio of antibody drug conjugates (ADCs) from WuXi Biologics and raise $100 million through a private investment financing (PIPE) to support the development of these new assets. Aadi's Board strongly recommends stockholders vote 'FOR' these proposals, which they believe will create substantial value and position the company for future growth. The decision to divest FYARRO comes after a comprehensive review of strategic options following a failed clinical trial and aims to redirect resources towards promising new cancer therapies. The expected completion of these transactions is in the first quarter of 2025, dependent on stockholder approval and other closing conditions.

Document Link: View Document

Additional details:

Cik: 0001763512


Sale Price: 100000000


Pipe Financing Amount: 100000000


Meeting Date: 2025-02-28


Stockholder Support Percentage: 39.1


Form Type: DEFA14A

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000119312524286907

Filing Summary: Aadi Bioscience, Inc. has announced several strategic transactions aimed at transforming its operational focus to precision oncology and antibody-drug conjugates (ADCs). The company has entered a definitive agreement to sell its product FYARRO and related infrastructure to Kaken Pharmaceuticals for $100 million, subject to stockholder approval and other conditions, expected to close in the first half of 2025. This sale is at a 4X multiple of FYARRO’s sales over the past year. Simultaneously, Aadi has in-licensed three preclinical ADCs from WuXi Biologics, representing a significant addition to its pipeline in precision oncology. Aadi is investing $44 million upfront for these rights, with potential milestone payments totaling $805 million, including single-digit royalties on sales. To support these initiatives, Aadi has also secured a private investment in public equity (PIPE) financing, raising another $100 million, bringing its total capital significantly. The company is positioned for a cash runway into late 2028, enabling anticipated clinical updates on the new ADC portfolio. The new board member, Baiteng Zhao, reflects the continuous strategic aim to enhance expertise in ADC development and commercialization. Aadi's commitment to deliver effective therapies for difficult-to-treat cancers is reaffirmed through these transformative acquisitions and partnerships.

Document Link: View Document

Additional details:

Transaction Type: sale


Transaction Value: 100000000


Partner Company: Kaken Pharmaceuticals


Assets Acquired: FYARRO


Investment Type: PIPE Financing


Investment Value: 100000000


Development Stage: clinical


Licensed Products: three ADCs


Licensing Value: 44000000


Milestone Payments: 805000000


Cash Runway Until: 2028-12-31


New Board Member: Baiteng Zhao


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