AADI:
Special Meeting:
These proposals do not fill me with warm fuzzy feelings, especially 3 and 4. Avoro bought an additional 730K shares last Q of '24, now owns 14.5% though.
1. Divestiture Proposal. To approve 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”), pursuant to the terms of that certain stock purchase agreement, dated as of December 19, 2024, among Aadi, Kaken, KAKEN PHARMACEUTICAL CO., LTD, Kaken’s parent company and guarantor (“Kaken Parent”) and Aadi Sub (as may be amended from time to time, the “Divestiture Agreement”), which may be deemed to be a sale of substantially all of Aadi’s assets under Section 271 of the Delaware General Corporation Law, as amended (the “DGCL”) and to approve the Divestiture Agreement (such proposal, the “Divestiture Proposal”). We are seeking the approval of Aadi stockholders for the sale of the FYARRO Business (the “Divestiture”) because the question of whether the Divestiture constitutes the sale of substantially all of the assets of Aadi under the DGCL is highly fact-specific, and because Aadi’s board of directors considered the action appropriate and strongly desire the input of Aadi stockholders, given the financial significance of the FYARRO Business. Under the terms and subject to the conditions of the Divestiture Agreement, Kaken will pay Aadi $100 million in cash at closing, subject to certain adjustments. The transaction is expected to close in the first half of 2025, subject to Aadi stockholder approval and certain closing conditions. Upon the closing of this transaction, Kaken will also acquire the rights to the Aadi name and trademark.
2. The PIPE Financing Proposal. To approve, 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”). Aadi agreed to sell the shares of Aadi’s common stock and pre-funded warrants to support entry into an Intellectual Property License Agreement (the “License Agreement”) with WuXi Biologics (Shanghai FX) Co., Ltd. (“WuXi Biologics”) for exclusive rights to certain patents and know-how pertaining to WuXi Biologics’ pre-clinical antibody
3. Equity Plan Increase Proposal. To approve 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”).
4. 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”).
5. Adjournment Proposal. To approve one or more adjournments of the Special Meeting, if necessary or appropriate and to the extent permitted by the Divestiture Agreement, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Divestiture Proposal (the “Adjournment Proposal”). |
