Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of President, Chief Executive Officer and Director
On March 2, 2023, Brendan Delaney submitted a letter to the Board of Directors
(the "Board") of Aadi Bioscience, Inc. (the "Company") resigning from his
position as the Company's President and Chief Executive Officer ("CEO") and as a
member of the Board of Directors, effective March 14, 2023. Mr. Delaney's
decision to resign was not the result of any disagreement with management or the
Board, or related to the Company's operations, policies, or practices.
Appointment of Interim Chief Executive Officer
Effective March 15, 2023, the Board appointed Scott Giacobello, the Company's
Chief Financial Officer, to serve as the Company's Interim CEO and President and
principal executive officer. Mr. Giacobello will continue to serve in his role
as Chief Financial Officer in addition to his role as Interim CEO and President.
In addition, Neil Desai, Ph.D., the founder of the Company and its President and
CEO prior to Mr. Delaney, continues to serve as the Executive Chairman and a
member of the Board and will assist with the leadership transition. The Board
has also initiated an executive search for a successor CEO, and, as such,
Mr. Giacobello's position of Interim CEO and President will end when a successor
is appointed.
As of the filing of this Current Report on Form 8-K (this "Report"), the
Compensation Committee of the Board and the Board have not finalized the
compensation of Mr. Giacobello in connection with his appointment as Interim CEO
and President. The Company will provide this information by filing an amendment
to this Report after the information is determined or becomes available.
Biographical information for Mr. Giacobello can be found in the Company's
definitive proxy statement on Schedule 14A, filed with the Securities and
Exchange Commission on April 26, 2022, and is incorporated herein by reference.
Mr. Giacobello purchased 20,000 shares of the Company's common stock (for a
purchase price of $250,000) in a private placement transaction that closed on
September 26, 2022 (the "PIPE Financing"). Mr. Giacobello's transaction was on
the same terms as the other investors who purchased shares in the PIPE Financing
pursuant to the Securities Purchase Agreement dated September 22, 2022.
Other than the above PIPE Financing, Mr. Giacobello has no direct or indirect
material interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of
1934, as amended, nor are any such transactions currently proposed. There is no
arrangement or understanding between Mr. Giacobello or any other person pursuant
to which Mr. Giacobello was selected as an officer. There are no family
relationships between Mr. Giacobello and any of the Company's directors or
executive officers.
Item 7.01 Regulation FD Disclosure.
On March 3, 2023, the Company issued a press release announcing Mr. Giacobello's
appointment as Interim CEO and President. The press release is attached hereto
as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall
not be deemed "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 the Exchange Act
except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Aadi Bioscience, Inc. Press Release dated March 3, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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