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Item 9A. Controls and Procedures

2024-03-13 compared with 2023-03-29 · 47 added, 30 removed, 138 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Company’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Interim Chief Executive Officer and President, and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Company’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and President, and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In connection with the preparation of this Annual Report for the year ended December 31, 2022 , an evaluation was performed under the supervision and with the participation of our management, including our Interim Chief Executive Officer and President, and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2022 .

Based on that evaluation, our Interim Chief Executive Officer and President, and Chief Financial Officer has concluded based upon the evaluation described above that, as of December 31, 2022 , our disclosure controls and procedures were effective at the reasonable assurance level.

In connection with the preparation of this Annual Report for the year ended December 31, 2023 , an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and President, and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2023 .

Based on that evaluation, our Chief Executive Officer and President, and Chief Financial Officer has concluded based upon the evaluation described above that, as of December 31, 2023 , our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

20 unchanged sentences

We intend to disclose any amendments to the code, or any waivers of its requirements, on our website, or in a current report on Form 8-K as may be required by law.

Amended and Restated Bylaws

As disclosed under Item 5.03 of our Current Report on Form 8-K filed with the SEC on December 7, 2022, on December 6, 2022, our Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee of the Board, amended and restated our amended and restated bylaws, effective immediately.

The bylaws were amended and restated, among other things, to:

• revise the procedures and requirements for the nomination of directors and the submission of proposals for consideration at meetings of stockholders, including by adding a requirement that a stockholder seeking to nominate director(s) at a meeting of stockholders deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act no later than five business days before the meeting;

• revise certain additional procedures related to stockholder meetings to conform to the provisions of the Delaware General Corporation Law, as recently amended (the “DGCL”);

• update various provisions regarding directors, Board committees and officers;

• make various updates throughout to conform to current Delaware law (including the recent amendments to the DGCL) and to make ministerial changes, clarifications, and other conforming revisions.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which was filed as Exhibit 3.1 to our Form 8-K filed on December 7, 2022 and is incorporated herein by reference.

Executive Compensation

4 unchanged sentences

The information required by this Item 13 will be contained in the Definitive Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

The information required by this Item 14 will be contained in the Definitive Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statements.

Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements.

10 unchanged sentences

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

00 1-38560) f iled with the SEC on May 17, 2021).

001-38560) filed with the SEC on May 17, 2021).

3.1 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 August 27, 2021).

3.2 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.

3.2 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).

10 unchanged sentences

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

and Neil Desai, Ph.D.

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).

10.5# Executive Employment Agreement, dated October 28, 2021, by and between Aadi Bioscience, Inc.

and Scott Giacobello.

and Scott Giacobello (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 17, 2022).

10.6# Aadi Bioscience, Inc.

23 unchanged sentences

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

(incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 29, 2023).

First Amendment to Office Lease dated August 30, 2021 by and between BRE Sunset Coast, LLC and Aadi Bioscience, Inc.

1 unchanged sentence

001-38560) filed with the SEC on November 10, 2021).

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

Employment Agreement dated October 19, 2021, by and between Loretta Itri and Aadi Bioscience, Inc.

8 unchanged sentences

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 Aadi Bioscience, Inc.

and Fresenius Kabi, LLC.

and Fresenius Kabi, LLC .(incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 29, 2023).

Sales Agreement, dated as of March 17, 2022, by and between Aadi Bioscience, Inc.

1 unchanged sentence

001-38560) filed with the SEC on March 17, 2022).

Form of Restricted Stock Unit Award Agreement under the Aadi Bioscience, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K with the SEC on October 2, 2023).

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).

Aadi Bioscience, Inc.

2023 Inducement Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K with the SEC on October 2, 2023).

Form of Aadi Bioscience, Inc.

2023 Inducement Equity Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K with the SEC on October 2, 2023).

21.1* List of Subsidiaries of the Company

23.1* Consent of BDO USA LLP

31* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

23.1* Consent of BDO USA P.C.

31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Aadi Bioscience, Inc.

Compensation Recovery Policy

101.INS IXBRL Inline Instance Document

16 unchanged sentences

March 13, 2024

/s/ Scott Giacobello

Scott Giacobello

Interim Chief Executive Officer and President, and Chief Financial Officer

Lennon, Ph.D.

Chief Executive Officer and President

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Scott Giacobello and Stephen Rodin, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David J.

Lennon, Ph.D., Scott Giacobello and Stephen Rodin, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Scott Giacobello Interim Chief Executive Officer and President, and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer) March 28, 2023

Lennon Chief Executive Officer and President and Director

(Principal Executive Officer)

March 13, 2024

Lennon, Ph.D.

/s/ Scott Giacobello Chief Financial Officer

(Principal Financial and Accounting Officer) March 13, 2024

Scott Giacobello

5 unchanged sentences

Anupam Dalal, M.D.

/s/ Neil Desai Director, Executive Chairman March 28, 2023

/s/ Neil Desai Director;

Executive Chairman

March 13, 2024

Neil Desai, Ph.D.

1 unchanged sentence

Karin Hehenberger, M.D., Ph.D.

/s/ Mohammad Hirmand Director March 13, 2024

Mohammad Hirmand, M.D.

/s/ Richard Maroun Director March 13, 2024

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures