Corporate Governance - Whitehawk Therapeutics, Inc. has amended and restated its bylaws on multiple occasions, with the latest amendment on March 18, 2025[1]. - The company’s registered office will be fixed in its certificate of incorporation, which may be amended from time to time[6]. - Stockholder meetings can be held remotely as authorized by Delaware General Corporation Law, allowing flexibility in meeting arrangements[9]. - The annual meeting of stockholders is to be held each year, with the Board of Directors having the authority to cancel or reschedule meetings[10]. - Special meetings of stockholders can be called by the Board of Directors or certain executives, but not by other persons[11]. - Stockholders must provide timely notice for nominations or proposals at annual meetings, with specific deadlines outlined[15]. - A stockholder's notice must include detailed information about proposed director nominees, including their shareholdings and any compensatory arrangements[17]. - The company requires stockholders to provide a detailed notice for any business they wish to bring before the annual meeting, including a brief description and reasons for the proposal[18]. - Stockholders must disclose their material interests and any agreements related to the proposal, including beneficial ownership and affiliations[19]. - A stockholder's notice must include the number of shares held and any agreements that may affect voting rights or dividends[19]. - The company mandates that stockholders update their notices to ensure accuracy as of the record date and within specified timeframes[21]. - Nominations for directors must be submitted within a specific timeframe, no earlier than 120 days and no later than 10 days after the public announcement of the special meeting[23]. - Proposed nominees must provide a signed questionnaire and representations regarding their eligibility and compliance with company policies[24]. - The chairperson of the meeting has the authority to determine if nominations or business proposals were made in accordance with the bylaws[28]. - If a stockholder or their representative does not appear at the meeting, the nomination or business proposal will be disregarded[29]. - Compliance with the 1934 Act is required for all nominations and proposals made by stockholders[31]. - The company reserves the right to request additional information from stockholders to determine the propriety of proposed business items[18]. - The notice requirements for stockholder proposals are satisfied if the proposal complies with Rule 14a-8 and is included in the company's proxy statement[32]. - Stockholders must receive notice of meetings at least 10 days and no more than 60 days before the meeting date[33]. - A quorum for stockholder meetings requires a majority of the voting power of the capital stock issued and outstanding[34]. - If a quorum is not present, the meeting can be adjourned without further notice until a quorum is achieved[35]. - The chairperson of the meeting has the authority to determine the order of business and adjourn the meeting if necessary[37]. - Each stockholder is entitled to one vote per share of capital stock held[39]. - Actions by stockholders must occur at a duly called meeting and cannot be taken by written consent[41]. - The Board of Directors may fix a record date for determining stockholders entitled to notice and vote, which cannot be more than 60 days before the meeting[42]. - The company must prepare a complete list of stockholders entitled to vote at least 10 days before each meeting[48]. - Inspectors of election must be appointed to ensure the validity of votes and proxies at stockholder meetings[49]. Board of Directors - The Board of Directors may hold regular meetings without notice at times and places determined by the Board[63]. - Special meetings can be called by the chairperson, CEO, president, or a majority of the Board, with notice required at least 24 hours in advance[64][66]. - A majority of the Whole Board constitutes a quorum for business transactions[67]. - Actions can be taken without a meeting if all directors consent in writing or electronically[70]. - The Board has the authority to fix the compensation of directors[71]. - Directors may be removed by stockholders as specified in the certificate of incorporation[72]. - Committees may be designated by the Board to exercise powers in managing the business[74]. - Each committee must keep regular minutes of its meetings[75]. - The Board of Directors appoints the officers of the Company, including a president and a secretary[81][82]. Financial Matters - The Company may issue shares as partly paid, with the total consideration stated on the stock certificates[93]. - The Board of Directors has the authority to declare and pay dividends on the Company's capital stock, which may be in cash, property, or shares[97]. - Transfers of stock must be made on the Company's books by the holders, either in person or through an authorized attorney, and require the surrender of certificates if applicable[98]. - The Company can enter into agreements with stockholders to restrict the transfer of shares in compliance with the DGCL[99]. - The Company recognizes the exclusive rights of registered stockholders to receive dividends and vote, and is not bound to recognize claims from other parties[100]. Indemnification and Insurance - The Company may indemnify directors and officers to the fullest extent permitted by the DGCL for expenses incurred in legal proceedings, provided they acted in good faith[108]. - Indemnification is also available for directors and officers in actions brought by or in the right of the Company, subject to certain conditions[110]. - The Company may advance expenses incurred by officers or directors in defending proceedings, contingent upon a written request and an undertaking to repay if not entitled to indemnification[113]. - The Company has the power to purchase insurance for its directors, officers, and employees against liabilities incurred in their capacities[119]. - Rights to indemnification and advancement of expenses continue for individuals who have ceased to be directors or officers, benefiting their heirs[120]. - Amendments to the bylaws or certificate of incorporation cannot eliminate or impair rights to indemnification for acts occurring prior to such changes[121]. Miscellaneous Provisions - The Company has established a corporate seal that may be altered by the Board of Directors[127]. - The fiscal year of the Company will be determined by a resolution from the Board of Directors[126]. - The Board of Directors has the authority to authorize any officer or employee to enter into contracts on behalf of the Company[125]. - The Company will require a 66 2/3% affirmative vote from stockholders to amend certain bylaws[133]. - The Court of Chancery of the State of Delaware will be the exclusive forum for specific legal actions involving the Company[129]. - The federal district courts of the United States will handle complaints arising under the Securities Act of 1933 related to the Company's securities[130]. - References to "Company" include any constituent company involved in a merger or consolidation[123]. - The Company may adopt and use a corporate seal in various manners[127]. - The definitions and provisions in the DGCL will govern the construction of the Company's bylaws[128]. - The Board of Directors has the power to amend or repeal bylaws, but certain amendments require stockholder approval[133].

Company Overview - Aadi Bioscience, Inc. is a precision oncology company focused on delivering improved therapies for difficult-to-treat cancers [2] Financial Results Announcement - Aadi will host a webcast on March 19, 2025, to discuss its fourth quarter and full-year 2024 financial results [1] - The financial results will be accessible on the "Investors & News" page of Aadi's website [1]

Core Viewpoint - Aadi Bioscience, Inc. is anticipated to report a year-over-year increase in earnings driven by higher revenues for the quarter ending December 2024, with the actual results being crucial for its near-term stock price movement [1][2]. Financial Expectations - The consensus estimate indicates a quarterly loss of $0.25 per share, reflecting a year-over-year improvement of +58.3%. Revenues are projected to reach $7.6 million, marking a 20.1% increase from the same quarter last year [3]. Estimate Revisions - The consensus EPS estimate has remained unchanged over the past 30 days, indicating that analysts have not significantly altered their initial projections during this period [4]. Earnings Surprise Prediction - The Zacks Earnings ESP model shows that the Most Accurate Estimate for Aadi Bioscience is higher than the Zacks Consensus Estimate, resulting in an Earnings ESP of +9.21%, suggesting a bullish outlook from analysts [10]. Zacks Rank - Aadi Bioscience holds a Zacks Rank of 2, which, combined with the positive Earnings ESP, indicates a strong likelihood of beating the consensus EPS estimate [11]. Historical Performance - In the last reported quarter, Aadi Bioscience met the expected loss of $0.46 per share, resulting in no surprise. Over the past four quarters, the company has exceeded consensus EPS estimates twice [12][13]. Conclusion - Aadi Bioscience is positioned as a compelling candidate for an earnings beat, although investors should consider additional factors beyond earnings expectations when making investment decisions [16].

Core Viewpoint - Aadi Bioscience, Inc. has successfully closed a private placement, raising approximately $100 million to support its oncology therapeutics initiatives and operational funding [1][3]. Group 1: Private Placement Details - Aadi sold a total of 21,592,000 shares of common stock at a price of $2.40 per share and issued pre-funded warrants for 20,076,500 shares at a price of $2.3999 per share [2]. - The private placement was led by Ally Bridge Group, with participation from new investors such as OrbiMed, Invus, and Kalehua Capital, as well as existing investors including Avoro Capital, KVP Capital, and Acuta Capital Partners [1][2]. Group 2: Use of Proceeds - The net proceeds from the private placement will be utilized for upfront payments under a license agreement with WuXi Biologics and for general working capital [3]. - The combined proceeds from this private placement and the sale of Aadi's FYARRO® business, along with existing cash and marketable securities, are expected to fund operations into 2028, including anticipated clinical data readouts for its ADC portfolio [3]. Group 3: Regulatory Information - The shares sold in the private placement have not been registered under the Securities Act and may not be offered or sold in the U.S. without registration or an applicable exemption [4]. - Aadi has entered into a registration rights agreement to file a registration statement with the SEC for the resale of the shares sold in the private placement [4].

Core Points - Aadi Bioscience, Inc. has received approval from stockholders for all proposals voted on during the Special Meeting held on February 28, 2025 [1][2][3][4] Group 1: Divestiture Proposal - The stockholders approved the sale of 100% of the outstanding shares of Aadi Subsidiary, Inc. to KAKEN INVESTMENTS INC., which includes all or substantially all assets related to the FYARRO® program [1] Group 2: PIPE Financing Proposal - The approval was granted for the issuance of 21,592,000 shares of common stock at a price of $2.40 per share, along with pre-funded warrants to purchase up to 20,076,500 shares at a price of $2.3999 per warrant [2] Group 3: Equity Plan Increase Proposal - An amendment to the 2021 Equity Incentive Plan was approved, increasing the shares available for issuance by 6,300,000 shares, raising the total from 2,000,284 to 8,300,284 shares, and increasing the annual automatic share reserve increase from 4% to 5% [3] Group 4: Non-Binding Advisory Vote - A non-binding advisory vote was approved regarding certain compensation that may be payable to named executive officers in connection with the divestiture [4]

Core Viewpoint - Aadi Bioscience, Inc. (AADI) has received an upgrade to a Zacks Rank 2 (Buy), indicating a positive trend in earnings estimates which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Performance - The Zacks rating system is based on changes in earnings estimates, which are closely correlated with stock price movements [4][6]. - Aadi Bioscience's earnings estimates for the fiscal year ending December 2024 are projected at -$1.92 per share, reflecting a 21.3% change from the previous year [8]. - Over the past three months, the Zacks Consensus Estimate for Aadi Bioscience has increased by 40.1%, indicating a positive outlook for the company's earnings [8]. Zacks Rating System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with Zacks Rank 1 (Strong Buy) to Zacks Rank 5 (Strong Sell) [7]. - The system has a strong track record, with Zacks Rank 1 stocks averaging an annual return of +25% since 1988 [7]. - Aadi Bioscience's upgrade to Zacks Rank 2 places it in the top 20% of Zacks-covered stocks, suggesting potential for market-beating returns in the near term [10].

Core Insights - Aadi Bioscience has appointed David Dornan, PhD, as Chief Scientific Officer, bringing over 20 years of oncology drug discovery and development experience, particularly in antibody-drug conjugates (ADCs) [1][2][3] - The company is implementing a new strategic plan that includes the sale of FYARRO® to Kaken Pharmaceuticals for $100 million, in-licensing a portfolio of ADCs from WuXi Biologics, and a $100 million private placement financing [2][3] - Aadi's pipeline targets specific cancer markers such as PTK7, MUC16, and SEZ6, aiming to innovate cancer treatment through a next-generation linker-payload platform [3] Company Developments - The strategic plan was first announced in December 2024 and includes a definitive proxy statement filed on January 31, 2025, for a Special Meeting of Stockholders scheduled for February 28, 2025 [2] - Dr. Dornan's previous roles include CSO at Elevation Oncology and Bolt Biotherapeutics, where he led ADC development and clinical trials [3] - Aadi aims to leverage its ADC expertise and innovative strategies to enhance patient outcomes in oncology [3] Industry Context - The ADC field is experiencing significant transformation, and Aadi is positioned to contribute with its advanced tumor-targeting strategies [3] - The company emphasizes a commitment to translating scientific innovation into impactful therapies for patients with difficult-to-treat cancers [4]

Core Viewpoint - Aadi Bioscience is undergoing a significant business transformation involving the sale of FYARRO to Kaken Pharmaceuticals for $100 million, the in-licensing of a portfolio of antibody drug conjugates (ADCs) from WuXi Biologics, and a $100 million PIPE financing to support these initiatives [1][2][3][16]. Group 1: Strategic Transactions - The strategic plan includes three main transactions: the sale of FYARRO for $100 million, in-licensing of ADCs, and a $100 million PIPE financing [2][16]. - The sale of FYARRO is expected to close in the first quarter of 2025, pending stockholder approval [3][21]. - The Board recommends stockholders vote "FOR" all proposals to support the company's transformation and long-term value creation [3][19]. Group 2: Financial Performance and Market Response - FYARRO generated approximately $58 million in sales as of September 30, 2024, but faced setbacks leading to a strategic review [5][6]. - The sale price of $100 million for FYARRO is approximately four times the revenue generated over the last four quarters [8]. - Following the announcement of these transactions, Aadi's stock price rose by 46% on the first trading day and has remained significantly above pre-announcement levels [18]. Group 3: ADC Portfolio and Development Plans - Aadi plans to in-license three pre-clinical ADCs from WuXi Biologics, which are expected to enhance the company's product pipeline [9][11]. - The ADC market is projected to grow to over $50 billion by 2030, indicating significant investment potential [9]. - The selected ADC assets leverage advanced technology for improved anti-tumor responses while minimizing toxicity [10]. Group 4: Investor Support and Governance - Aadi has engaged approximately 50 potential investors for the PIPE financing, with a sophisticated investor syndicate being formed [12][13]. - Baiteng Zhao, PhD, has been appointed to the Board to enhance ADC expertise and oversee the new portfolio [17]. - Key stockholders holding approximately 39.1% of outstanding shares have entered into agreements to support the transaction with Kaken Pharmaceuticals [27].

Core Viewpoint - Aadi Bioscience, Inc. has entered into an exclusive license agreement for the development and commercialization of three preclinical antibody-drug conjugates (ADCs) in collaboration with WuXi Biologics and Hangzhou DAC Biotechnology Co., Ltd. [2] Group 1: License Agreement Details - Aadi is granted exclusive rights to certain patents and know-how related to three preclinical ADC programs utilizing Hangzhou DAC's CPT113 linker payload technology [1] - Aadi will make aggregate upfront payments of $44 million for in-licensing these ADC programs [6] - The agreement includes cumulative development milestone payments of up to $265 million and cumulative commercial milestone payments of up to $540 million, along with single-digit sales royalties [6] Group 2: Financial Aspects - To support the transaction, Aadi has entered into a subscription agreement for a private investment in public equity financing of approximately $100 million [4] - The company is selling 21.59 million shares at a price of $2.40 per share [5] Group 3: Market Reaction - AADI stock experienced a price increase of 24.1%, reaching $2.87 during the premarket session [7] Group 4: Clinical Trial Update - Aadi announced the halt of the registration-intended PRECISION1 trial of nabsirolimus in patients with solid tumors due to an analysis indicating the study was unlikely to meet the efficacy threshold for accelerated approval [5]

Core Insights - Aadi Bioscience has entered into an exclusive license agreement for a three-asset antibody-drug conjugate (ADC) portfolio developed in collaboration with WuXi Biologics and HANGZHOU DAC [1][2] - The company is selling its FYARRO product and associated infrastructure to KAKEN Pharmaceutical for $100 million, with the transaction expected to close in the first half of 2025 [11][12] - Aadi has announced a PIPE financing of $100 million to support its operations and fund clinical data for the ADC portfolio [3][14] License Agreement Details - Aadi is granted exclusive rights to patents and know-how for three preclinical ADC programs targeting PTK7, MUC16, and SEZ6, with an upfront payment of $44 million [2] - Cumulative development milestone payments could reach up to $265 million, and commercial milestone payments could total up to $540 million, along with single-digit royalties on sales [2] PIPE Financing - Aadi's PIPE financing is expected to yield gross proceeds of approximately $100 million, selling 21,592,000 shares at $2.40 per share, representing a 3.4% premium to the closing price on December 19, 2024 [3][4] - The financing is led by Ally Bridge Group and includes participation from new and existing investors [4] ADC Portfolio Overview - The ADC assets utilize HANGZHOU DAC's CPT113 platform, which features a stable yet cleavable linker delivering a Topoisomerase I inhibitor payload [6] - The selected tumor targets are associated with high-potential cancer indications, with clinical efficacy demonstrated by first-generation ADCs [7] FYARRO Sale - KAKEN Pharmaceutical will acquire Aadi's subsidiary and assets related to FYARRO, which has generated $25.2 million in revenue over the past four quarters [11][12] - The sale is expected to provide Aadi with necessary capital to fund operations into late 2028 [14] Board Appointment - Baiteng Zhao, co-founder of ProfoundBio, has been appointed to Aadi's Board of Directors, bringing significant ADC expertise [15][16] - Zhao's experience includes a successful track record in ADC development, which will be instrumental for Aadi's future initiatives [17]