Aadi Bioscience, Inc.
19.99%
11,914,961
1422142
00032Q104
Feb 27, 2025
Mar 4, 2025, 05:58 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| BEHZAD AGHAZADEH | Individual | 19.99% | 11,914,961 | 11,914,961 | 0 |
| AVORO CAPITAL ADVISORS LLC | Investment Adviser | 18.00% | 9,515,802 | 9,515,802 | 0 |
| AVORO VENTURES LLC | Investment Adviser | 4.80% | 2,288,950 | 2,288,950 | 0 |
Disclosure Items (4)
Common stock, par value $0.0001 per share
Aadi Bioscience, Inc.
17383 SUNSET AVENUE, PACIFIC PALISADES, CA, 90272
The Pre-Funded Warrants to purchase 6,666,400 shares of Common Stock were acquired on behalf of Avoro Life Sciences by Avoro Capital for an aggregate purchase price of approximately $15,998,693 including brokerage commissions, using the working capital of Avoro Life Sciences. The Pre-Funded Warrants to purchase 1,666,600 shares of Common Stock were acquired on behalf of Avoro Ventures Fund by Avoro Ventures for an aggregate purchase price of approximately $3,999,673 including brokerage commissions, using the working capital of Avoro Ventures Fund.
See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 46,288,568 shares of Common Stock, which is the sum of (i) 24,696,568 shares of Common Stock outstanding as of January 30, 2025, as disclosed in the Definitive Proxy Statement on Schedule 14A filed by the Issuer with the Securities and Exchange Commission on January 31, 2025 and (ii) 21,592,000 shares of Common Stock issued on March 4, 2025 in the closing of the 2024 PIPE Financing, as disclosed in Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 4, 2025, and assumes the exercise of the director stock options held by Dr. Aghazadeh and the exercise of the Pre-Funded Warrants held by the Funds, subject to the 19.99% Blocker (as defined below). Pursuant to the terms of the Pre-Funded Warrants, the Reporting Persons cannot exercise any of the Pre-Funded Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 19.99% of the outstanding Common Stock (the "19.99% Blocker"). The percentage set forth in Row (13) and the number of shares of Common Stock on rows (7), (9) and (11) of the cover page for each Reporting Person give effect to the 19.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all the Pre-Funded Warrants held by the Funds due to the 19.99% Blocker.
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
No transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days.