Item 1.01. Entry into a Material Definitive Agreement.
Contingent Value Rights Agreement
On
A more complete summary of the terms of the CVR Agreement is set forth in the Proxy Statement in the section titled "Agreement Related to the Merger-CVR Agreement" beginning on page 167 of the Proxy Statement. That summary and the foregoing description are not complete and are qualified in their entirety by reference to the full text of the CVR Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Also, on
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Under the terms of the Merger Agreement, the Company issued shares of its Common Stock to Aadi's stockholders, at an exchange ratio of 0.3172 shares of Common Stock (taking into account the Reverse Stock Split), in exchange for each share of Aadi common stock outstanding as of the Effective Time (including the shares of common stock issuable upon conversion of all shares of preferred stock and convertible notes prior to the Effective Time). The Company also assumed all of . . .
Item 3.02. Unregistered Sales of
Pursuant to the Merger Agreement and the Subscription Agreement, the Company issued shares of Common Stock, options to purchase shares of Common Stock. The nature of the transaction and the nature and amount of consideration received by the Company are described in Item 2.01 of this Current Report on Form 8-K, which is incorporated by reference into this Item 3.02. Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K regarding the Reverse Stock Split is incorporated by reference herein.
As previously disclosed, at a special meeting of the Company's stockholders held
on
On
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As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock immediately prior to the Reverse Stock Split was reduced into a smaller number of shares, such that every 15 shares of Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of Common Stock after the Reverse Stock Split. Immediately following the Reverse Stock Split, the Merger and the PIPE Financing, there were approximately 20.8 million shares of Common Stock outstanding.
No fractional shares were issued in connection with the Reverse Stock Split. In
accordance with the amended and restated certificate of incorporation of the
Company, each stockholder who would otherwise be entitled to a fraction of a
share of Common Stock upon the consummation of the Reverse Stock Split (after
aggregating all fractions of a share to which such stockholder would otherwise
be entitled) shall, in lieu thereof, be entitled to receive a cash payment in an
amount equal to the fractional shares to which the stockholder would otherwise
be entitled multiplied by
In accordance with the amended and restated certificate of incorporation of the Company, no corresponding adjustment was made with respect to the Company's authorized Common Stock or preferred stock. The Reverse Stock Split has no effect on the par value of the Common Stock or preferred stock of the Company. Immediately after the Reverse Stock Split, prior to giving effect to the Merger, each stockholder's percentage ownership interest in the Company and proportional . . .
Item 5.01. Changes in Control of Registrant.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Pursuant to the Merger Agreement, each of the directors of the Company who would not be continuing as directors after the completion of the Merger resigned from the Board of Directors of the Company (the "Board") and any respective committees of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger was set at a total of seven directors. Pursuant to the terms of the Merger Agreement, three of such directors were designated by the Company pre-Merger, three of such directors were designated by Aadi and one director was to be mutually agreed upon by the Company and Aadi.
In accordance with the Merger Agreement, on
Following such resignations and effective as of the Effective Time, the following individuals were appointed to the following classes of the Board, to serve until the next annual meeting of stockholders at which the members of such director's class are to stand for election (subject to the Company's amended and restated bylaws) or until such director's earlier death, resignation or removal or until such director's successor is duly elected and qualified:
Director Class
Neil Desai , Ph.D. Class I
Behzad Aghazadeh , Ph.D. Class IIIRichard Maroun Class III
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The seventh board seat for a Class III director will remain vacant until such time as the Board elects a new member or chooses to eliminate the seat.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, on
Termination of Executive Officers
Also, pursuant to the Merger Agreement, on
Appointment of Officers
Effective as of the Effective Time, the Board appointed
Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the Merger, the Board adopted amended and restated bylaws
(the "A&R Bylaws"), effective
Commencing on
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Merger, the Board adopted a new code of business conduct and ethics (the "Code of Conduct"). The Code of Conduct superseded the Company's existing code of business conduct and ethics previously adopted by the Board (the "Pre-Merger Code"). The Code of Conduct applies to all directors, officers, employees and consultants of the Company.
The provisions of the Code of Conduct are intended to reflect current best practices and enhance the Company's personnel's understanding of the Company's standards of ethical business practices, promote awareness of ethical issues that may be encountered in carrying out an employee's or director's responsibilities, and improve clarity as to how to address ethical issues that may arise. As compared to the Pre-Merger Code, the Code of Conduct includes additional provisions relating to the Company's status as an equal opportunity employer, environmental, health and safety and personal and professional conflicts of interest. The newly adopted Code of Conduct did not result in any explicit or implicit waiver of any provision of the Pre-Merger Code. The foregoing description of the Code of Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Conduct, a copy of which is attached hereto as Exhibit 14.1 and incorporated herein by reference.
Item 7.01. Regulation FD.
A copy of a slide presentation that the Company intends to present to investors is attached to as Exhibit 99.1 hereto and incorporated herein solely for purposes of this Item 7.01 disclosure.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report. This Current Report shall not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by Regulation FD.
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The Company intends to file the financial statements of Aadi required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedMay 16, 2021 , by and betweenAerpio Pharmaceuticals, Inc. ,Aadi Bioscience, Inc. andAspen Merger Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K (File No. 001-38560) filedMay 17, 2021 3.1 Amended and Restated Certificate of Incorporation of the Company, filedAugust 26, 2021 (filed herewith) 3.2 Amended and Restated Bylaws of the Company, as currently in effect (filed herewith) 10.1 Contingent Value Rights Agreement datedAugust 26, 2021 , by and betweenAerpio Pharmaceuticals, Inc. ,Cheryl Cohen , as Holder Representative, andAmerican Stock Transfer & Trust Company, LLC , as Rights Agent (filed herewith) 10.2 Subscription Agreement, datedMay 16, 2021 , by and betweenAerpio Pharmaceuticals, Inc. and each purchaser identified on Exhibit A thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No. 001-38560) filedMay 17, 2021 10.3 Registration Rights Agreement, datedAugust 26, 2021 , by and betweenAadi Bioscience, Inc. (formerly known asAerpio Pharmaceuticals, Inc. ) and certain purchasers listed therein 10.4 Amended and Restated Employment Agreement, datedAugust 26, 2021 , by and betweenAadi Bioscience, Inc. andNeil Desai , Ph.D. (filed herewith) 10.5 Consulting Agreement, datedJuly 20, 2021 , by and between AadiBioscience, Inc. andDanforth Advisors, LLC (filed herewith)(1) 10.6Aadi Bioscience, Inc. 2021 Equity Incentive Plan (filed herewith) 10.7 Form of Stock Option Agreement under theAadi Bioscience, Inc. 2021 Equity Incentive Plan (filed herewith) 10.8 2021 Employee Stock Purchase Plan (filed herewith) 10.9Aadi Bioscience, Inc. 2014 Equity Incentive Plan (filed herewith) 10.10 Form of Stock Option Agreement under theAadi Bioscience, Inc. 2014 Equity Incentive Plan (filed herewith) 10.11 Form of Indemnification Agreement betweenAadi Bioscience, Inc. and each of its directors and executive officers (filed herewith). 14.1 Code of Conduct (filed herewith) 99.1Aadi Biosciences, Inc. Corporate Presentation (filed herewith) 99.2 Press Release, datedAugust 26, 2021 (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1) The Company has redacted provisions or terms of this Exhibit pursuant to
Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish an
unredacted copy of the Exhibit to the
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