UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 24, 2023, the Board of Directors (the “Board”) of the Company approved, upon recommendation of the Compensation Committee of the Board, (i) a bonus of $43,000 per calendar quarter (pro-rated for the actual number of days in each quarterly period Mr. Giacobello serves as the Interim Chief Executive Officer and President) and (ii) eligibility to earn an annual cash bonus with a target value of 90% of Mr. Giacobello’s actual base salary paid to him during 2023, based on achieving performance objectives established by the Board (or its Compensation Committee) in its sole discretion. In addition, Mr. Giacobello will receive a grant of a stock option to purchase 100,000 shares of the Company’s common stock (the “Option”), which will vest as follows: 25% of the shares subject to the Option shall vest on the one year anniversary of the vesting commencement date and 1/48th of the total shares subject to the Option shall vest every month thereafter such that the Option shall be fully vested on the four year anniversary of the vesting commencement date, in each case subject to Mr. Giacobello continuing to be a “Service Provider” (as defined in the Company’s 2021 Equity Incentive Plan (the “Plan”)) through each applicable vesting date. The Option will be subject to the terms and conditions of the Plan and an award agreement substantially in the form of the publicly filed Stock Option Award Agreement pursuant to the Plan.
As previously announced, Mr. Giacobello will continue in his position as the Company’s Chief Financial Officer and the compensation arrangements described above will be provided to Mr. Giacobello in connection with his previously announced appointment as the Company’s Interim Chief Executive Officer and President.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 28, 2023
| /s/ Stephen Rodin |
| Stephen Rodin |
| Secretary, Senior Vice President and General Counsel |
Document and Entity Information |
Mar. 02, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | true |
| Entity Central Index Key | 0001422142 |
| Document Type | 8-K/A |
| Document Period End Date | Mar. 02, 2023 |
| Entity Registrant Name | AADI BIOSCIENCE, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38560 |
| Entity Tax Identification Number | 61-1547850 |
| Entity Address, Address Line One | 17383 Sunset Boulevard |
| Entity Address, Address Line Two | Suite A250 |
| Entity Address, City or Town | Pacific Palisades |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90272 |
| City Area Code | (424) |
| Local Phone Number | 744-8055 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.0001 per share |
| Trading Symbol | AADI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Amendment Description | As previously announced on March 3, 2023, Aadi Bioscience, Inc. (the “Company”) appointed Scott Giacobello as the Company’s Interim Chief Executive Officer and President, effective March 15, 2023. This Current Report on Form 8-K/A (“Amendment No. 1”) amends Item 5.02 of the Company’s Current Report on Form 8-K filed on March 3, 2023 (the “Original Filing”) to disclose certain compensation arrangements in connection with Mr. Giacobello’s appointment, which such arrangements had not yet been determined when the Original Filing was filed. This Amendment No. 1 supplements the Original Filing and should be read in conjunction with the Original Filing. |