Aadi Bioscience Announces Approval of All Proposals at Special Meeting of Stockholders

Rhea-AI Summary

Aadi Bioscience (NASDAQ: AADI) announced that stockholders approved all proposals at the Special Meeting held on February 28, 2025. Key approvals include:

• The sale of FYARRO® program to KAKEN INVESTMENTS through divestiture of Aadi Subsidiary
• PIPE financing involving issuance of 21,592,000 common shares at $2.40 per share and pre-funded warrants for 20,076,500 shares at $2.3999
• Amendment to 2021 Equity Incentive Plan increasing available shares by 6.3 million to 8.3 million shares, and raising annual automatic share reserve increase from 4% to 5%
• Non-binding advisory vote on executive compensation related to the divestiture

Positive

• Secured stockholder approval for strategic FYARRO® program divestiture
• Raised significant capital through PIPE financing of 41.67M total shares
• Increased equity incentive plan capacity by 6.3M shares

Negative

• Substantial shareholder dilution from 41.67M new shares/warrants issuance
• Loss of key FYARRO® program asset through divestiture
• Increased potential dilution from higher 5% annual share reserve

Insights

Financial Analyst

Aadi Bioscience's stockholder approval of these four major proposals represents a fundamental transformation of the company's business model and capital structure. The divestiture of their FYARRO program to Kaken Investments is particularly significant as it represents the sale of substantially all assets related to their primary marketed product. FYARRO, approved for PEComa, has been Aadi's commercial focus, so this divestiture signals a complete strategic pivot.

Simultaneously, the company is undertaking a substantial capital raise of approximately $100 million through a PIPE transaction priced at $2.40 per share, representing a slight 5% discount to the company's current share price. This financing includes both direct shares (21.59M) and pre-funded warrants (20.08M), which together would result in significant dilution but provides important capital for the company's post-divestiture operations.

The approved increase in equity incentive shares by 6.3M (a 315% increase from current levels) suggests management anticipates needing substantial equity compensation flexibility, likely to retain talent during this transition and incentivize performance with the company's new strategic direction. The increase in the annual automatic reserve from 4% to 5% further supports this view.

This corporate restructuring indicates Aadi is executing a complete strategic redirection, using the divestiture proceeds and new capital to pursue alternative oncology opportunities mentioned in their description as "applying advanced technologies to established tumor biology."

Biotechnology Strategist

The divestiture of Aadi's FYARRO program represents a rare instance of a biotech company selling its sole FDA-approved commercial asset. FYARRO (sirolimus protein-bound particles) received FDA approval in November 2021 for advanced malignant PEComa, an ultra-rare sarcoma with treatment options. By divesting this program, Aadi is essentially restarting as a development-stage company.

This strategic pivot suggests two possible interpretations: either FYARRO's commercial performance has underdelivered expectations for this ultra-rare indication, or Aadi's leadership believes their pipeline and technology platform offer substantially greater value-creation potential. The substantial capital raise via the PIPE financing indicates investors are supporting this strategic redirection with significant funding.

For a company with Aadi's $63.5 million market capitalization, raising approximately $100 million while divesting their main commercial asset suggests a complete strategic rebuild. This approach diverges from typical biotech pathways where companies leverage commercial assets to fund pipeline development.

The transaction with Kaken, a Japanese pharmaceutical firm, aligns with increasing interest from Asian pharmaceutical companies in acquiring specific Western biotech assets rather than entire companies. This deal structure likely maximizes Aadi's flexibility to rebuild while providing Kaken with a specialty oncology product that may fit better within their commercial infrastructure.

MORRISTOWN, N.J., March 3, 2025 /PRNewswire/ -- Aadi Bioscience, Inc. (NASDAQ: AADI), an oncology therapeutics company applying advanced technologies to established tumor biology to efficiently deliver advances in cancer treatment, today announced that the Company's stockholders have approved all proposals voted on at the Company's Special Meeting of Stockholders ("Special Meeting") held on February 28, 2025.

Approved proposals include:

Divestiture Proposal. The approval of the sale by Aadi to KAKEN INVESTMENTS INC. ("Kaken") of 100% of the outstanding shares of capital stock of Aadi Subsidiary, Inc. ("Aadi Sub") and thereby all or substantially all of Aadi's assets related to its FYARRO® (sirolimus protein-bound particles for injectable suspension) (albumin-bound) program (the "FYARRO Business").

The PIPE Financing Proposal. The approval of, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of an aggregate of 21,592,000 shares of Aadi's common stock, par value $0.0001 per share, at a price of $2.40 per share and pre-funded warrants to purchase up to an aggregate of 20,076,500 shares of Aadi's common stock at a purchase price of $2.3999 per pre-funded warrant (the "PIPE Financing Proposal").

Equity Plan Increase Proposal. The approval of an amendment to the Aadi Bioscience, Inc. 2021 Equity Incentive Plan (the "2021 Plan") to (i) increase the shares available for issuance under the 2021 Plan by 6,300,000 shares from 2,000,284 shares to 8,300,284 shares and (ii) increase the 2021 Plan's default annual automatic share reserve increase occurring on January 1 of each year from 4% of outstanding shares on the last day of the immediately preceding fiscal year to 5% (the "Equity Plan Increase Proposal").

Non-Binding Advisory Vote on Golden Parachutes Proposal. To approve, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers in connection with the Divestiture (the "Non-Binding Advisory Vote on Golden Parachutes Proposal").

Final voting results from the Special Meeting will be included in a Form 8-K filed with the Securities and Exchange Commission.

About Aadi Bioscience

Aadi is a precision oncology company with a vision to make bold choices in applying technology to efficiently deliver improved precision oncology therapies for people living with difficult-to-treat cancers. More information on the Company is available on the Aadi website at www.aadibio.com and connect with us on LinkedIn.

Contact:
IR@aadibio.com 

 

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SOURCE Aadi Bioscience

FAQ

What is the price per share for AADI's PIPE financing deal announced in March 2025?

The PIPE financing deal prices AADI common shares at $2.40 per share and pre-funded warrants at $2.3999 per warrant.

How many additional shares were approved under AADI's 2021 Equity Incentive Plan amendment?

The amendment increases available shares by 6.3 million, from 2,000,284 to 8,300,284 shares.

What is the new annual automatic share reserve increase for AADI's equity plan?

The annual automatic share reserve increase was raised from 4% to 5% of outstanding shares.

What major asset is AADI divesting through the sale to KAKEN INVESTMENTS?

AADI is divesting its FYARRO® (sirolimus protein-bound particles for injectable suspension) program through the sale of Aadi Subsidiary.