Other Information.
−Removed: Amendment to Fresenius Agreement
−Removed: On August 7, 2024, we entered into Amendment No.3 (the “Amendment”) to the Fresenius Agreement with Fresenius Kabi.
−Removed: The Amendment is effective as of July 31, 2024.
−Removed: Pursuant to the Amendment, among other things, the term of the Agreement is extended until September 30, 2024 (or such later date as may be agreed upon between the parties).
−Removed: The Amendment contains other customary terms applicable to the manufacture of therapeutics in the biotechnology industry.
−Removed: The foregoing summary is not complete and is qualified in its entirety by reference to the Amendment, which will be filed as an exhibit in our subsequent periodic report to be filed under the Securities Exchange Act of 1934, as amended.
−Removed: This disclosure is provided in this Part II, Item 5 in lieu of disclosure under Item 1.01 of Form 8-K.
Securities Trading Plans of Directors and Executive Officers
−Removed: During our last fiscal quarter, none of our directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408.
+Added: During our last fiscal quarter, none of our directors or officers, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” or a “ non-Rule 10b5-1 trading arrangement ,” as defined in Regulation S-K Item 408.
+Added: On September 28, 2024 , Neil Desai , a director and our former Executive Chairman , terminated a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c), which had been originally adopted on September 20, 2021, as replaced on December 1, 2022.
The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Quarterly Report.
−Removed: 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.
−Removed: 001-38560) filed with the SEC on August 27, 2021).
−Removed: 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.
−Removed: 001-38560) filed with the SEC on December 7, 2022).
−Removed: 10.1+ 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.
−Removed: and Fresenius Kabi, LLC (incorporated by reference to Exhibit 10.1 to the R egis trant 's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024).
−Removed: 10.2*# Executive Employment Agreement, dated August 15, 2022, by and between the Company and Bryan E.
−Removed: 10.3*# Amended and Restated Outside Director Compensation Plan.
+Added: 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 filed with the SEC on August 27, 2021).
+Added: 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 filed with the SEC on December 7, 2022).
+Added: 10.1# 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.
+Added: 001-38560) filed with the SEC on September 19, 2024).
+Added: 10.2*+ 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.
+Added: and Fresenius Kabi, LLC .
+Added: 10.3*# Transition Agreement and Release by and between Neil Desai and Aadi Bioscience, Inc., dated October 16, 2024 .
+Added: 10.4*# Transition Agreement and Release by and between Loretta Itri and Aadi Bioscience, Inc., dated September 16, 2024 .
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.
10 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)
+Added: 104 Cover Page Interactive Data File (embedded with the Inline XBRL document.)
* Filed herewith.
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AADI BIOSCIENCE, INC.
−Removed: August 7, 2024
+Added: November 6, 2024
/s/ Scott Giacobello
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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.