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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-13 · 56 added, 49 removed, 136 unchanged (44% of the section changed)

25 unchanged sentences

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

Our code of business conduct and ethics is available on our website, which is located at www.aadibio.com.

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.

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsi ble for financial reporting.

Our code of business conduct and ethics is available on our website, which is located at www.whitehawktx.com.

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

Executive Compensation

20 unchanged sentences

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.

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

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

001-38560) filed with the SEC on December 20, 2024).

3.1 Amended and Restated Certificate of Incorporation of the Registrant (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 M a rch 18 , 202 5 ).

3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.

2 to the Registrant’s Current Report on Form 8-K (File No.

001-38560) filed with the SEC on March 18 , 202 5 ).

4.1* Description of Registrant's Capital Stock.

1 unchanged sentence

001-38560) filed with the SEC on September 22, 2022).

4.3 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 December 20, 2024).

10.1 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 (File No.

5 unchanged sentences

001-38560) filed with the SEC on August 27, 2021).

10.4# 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).

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

1 unchanged sentence

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

10.6# Aadi Bioscience, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No.

001-38560) filed with the SEC on August 27, 2021).

10.7# Form of Stock Option Agreement under the Aadi Bioscience, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No.

001-38560) filed with the SEC on August 27, 2021).

10.5*# Whitehawk Therapeutics, Inc.

2021 Equity Incentive Plan.

10.6*# Form of Stock Option Agreement under the Whitehawk Therapeutics , Inc.

2021 Equity Incentive Plan .

10.7*# 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No.

9 unchanged sentences

001-38560) filed with the SEC on August 27, 2021).

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).

Amendment No.

1 to the Amended and Restated License Agreement between Abraxis BioScience, LLC and Aadi Bioscience, Inc.

dated August 30, 2021 (incorporated by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q (File No.

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

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.

(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).

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) .

10.11# Senior Cash Incentive Bonus Plan.

1 unchanged sentence

000-53057) filed with the SEC on March 15, 2017) .

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).

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 .(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).

10.12 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).

10.13*# Form of Restricted Stock Unit Award Agreement under the Whitehawk Th erap eutics , Inc.

2021 Equity Incentive Plan .

10.14# Executive Employment Agreement, dated September 29, 2023, by and between David J.

1 unchanged sentence

(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

10.15*# Whitehawk Therapeutics, Inc.

2023 Inducement Equity Incentive Plan.

10.16*# Form of Whitehawk Th erapeutics , Inc.

2023 Inducement Equity Incentive Plan Stock Option Agreement .

10.17# Amended and Restated Outside Director Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38560) filed with the SEC on August 7, 2024) .

10.18# Executive Employment Agreement, dated July 22, 2022, by and between Bryan E.

Ball and Aadi Bioscience, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38560) filed with the SEC on August 7, 2024).

10.19# 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).

Transition Agreement and Release by and between Neil Desai and Aadi Bioscience, Inc., dated October 16, 2024 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38560) filed with the SEC on November 6, 2024).

10.21# Transition Agreement and Release by and between Loretta Itri and Aadi Bioscience, Inc., dated September 16, 2024 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38560) filed with the SEC on November 6, 2024).

10.22 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 (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 December 20, 202 4 ).

10.23 Subscription Agreement, dated December 19, 2024, and each purchaser identified on Exhibit A thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-38560) filed with the SEC on December 20, 2024).

10.24 Registration Rights Agreement, by and among the Company and the purchasers thereto (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 M a rch 4 , 202 5 ).

10.25*+ Intellectual Property License Agreement between Aadi Bioscience, Inc.

and WuXi Biologics (Shanghai FX) Co., Ltd., dated December 19, 2024.

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

19.1* Whitehawk Therapeutics, Inc.

Insider Trading Policy

21.1* List of Subsidiaries of Registrant

23.1* Consent of BDO USA P.C.

6 unchanged sentences

97.1 Aadi Bioscience, Inc.

Compensation Recovery Policy

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-38560) filed with the SEC on March 13, 2024).

101.INS IXBRL Inline Instance Document

14 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

AADI BIOSCIENCE, INC.

WHITEHAWK THERAPEUTICS, INC.

March 27, 2025

20 unchanged sentences

Anupam Dalal, M.D.

/s/ Neil Desai Director;

Executive Chairman

March 13, 2024

/s/ Neil Desai Director March 27, 2025

Neil Desai, Ph.D.

6 unchanged sentences

/s/ Emma Reeve Director March 27, 2025

/s/ Baiteng Zhao, Ph.D.

Director March 27, 2025

Baiteng Zhao, Ph.D.

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