Form 4: Aadi Bioscience Investor Group Acquires Pre-Funded Warrants in Private Placement

Avoro Capital Advisors, Avoro Ventures, and Behzad Aghazadeh acquired pre-funded warrants for Aadi Bioscience common stock in a private placement, subject to a 19.99% ownership blocker.

Summary

• Avoro Capital Advisors, Avoro Ventures, and Behzad Aghazadeh (collectively, the 'Reporting Persons') filed a Form 4 regarding a transaction in Aadi Bioscience, Inc. [AADI].
• On February 28, 2025, the Reporting Persons acquired 8,333,000 pre-funded warrants at a price of $0.0001 each.
• Each warrant entitles the holder to purchase one share of Aadi Bioscience common stock at an exercise price of $2.3999.
• The warrants are exercisable on or after March 4, 2025, subject to a 19.99% ownership blocker, which prevents the Reporting Persons from exercising the warrants to the extent that they would beneficially own more than 19.99% of the outstanding common stock after such exercise.
• The securities were acquired directly from the Issuer in a private placement on behalf of accounts managed by Avoro Capital Advisors and Avoro Ventures.
• Dr. Aghazadeh serves as the portfolio manager and controlling person of Avoro Capital Advisors and Avoro Ventures and also serves on the board of directors of the Issuer.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The acquisition of warrants indicates confidence in the company's future prospects, but the ownership blocker introduces a degree of uncertainty.

Positives

• The acquisition of pre-funded warrants represents a further investment in Aadi Bioscience by Avoro Capital Advisors and Avoro Ventures.
• The warrants provide a potential source of future capital for Aadi Bioscience upon exercise.

Negatives

• The 19.99% ownership blocker limits the extent to which the Reporting Persons can exercise the warrants.

Risks

• The Reporting Persons may not be able to exercise all of the pre-funded warrants due to the 19.99% ownership blocker.
• The value of the warrants is dependent on the price of Aadi Bioscience common stock exceeding the exercise price of $2.3999.

Future Outlook

The Reporting Persons may exercise the pre-funded warrants in the future, subject to the 19.99% ownership blocker.

Industry Context

This transaction is a private placement, which is a common method for companies to raise capital from institutional investors. The 19.99% ownership blocker is a common provision in such agreements to prevent the investor from gaining too much control over the company.

Stakeholder Impact

• Shareholders may see a potential dilution of their ownership if the warrants are exercised.
• The company may benefit from the additional capital raised through the exercise of the warrants.

Next Steps

• The Reporting Persons may exercise the pre-funded warrants in the future, subject to the 19.99% ownership blocker.
• Aadi Bioscience may receive additional capital upon the exercise of the warrants.

Key Dates