Item 1.01. Entry into a Material Definitive Agreement.

Contingent Value Rights Agreement

On August 26, 2021, the Company (as defined in Item 2.01 below) entered into a contingent value rights agreement (the "CVR Agreement") with Cheryl Cohen, as Holder Representative (as defined in the CVR Agreement), and American Stock Transfer & Trust Company, LLC, as Rights Agent (as defined in the CVR Agreement), in accordance with the terms of the Merger Agreement (as defined in Item 2.01 below). Pursuant to the CVR Agreement, each holder of Aerpio (as defined in Item 2.01 below) common stock as of immediately prior to the effective time of the Merger (as defined in Item 2.01 below) is entitled to one contingent value right ("CVR") for each outstanding share of Aerpio common stock held by such stockholder as of immediately prior to the effective time of the Merger (less applicable withholding taxes), each representing the right to receive contingent payments upon the occurrence of certain events set forth in, and subject to and in accordance with, the terms and conditions of the CVR Agreement. Each CVR entitles the holder thereof to receive 90% of the net proceeds (calculated as gross consideration minus certain permitted deductions), if any, under the CVR covered agreements. The CVRs are not transferable, except in certain limited circumstances as provided in the CVR Agreement, are not certificated or evidenced by any instrument and are not registered with the U.S. Securities and Exchange Commission (the "SEC") or listed for trading on any exchange.

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 August 26, 2021, Aadi Bioscience, Inc. (the "Company") (formerly known as Aerpio Pharmaceuticals, Inc., or "Aerpio") completed its business combination with Aadi Subsidiary, Inc. (formerly known as Aadi Bioscience, Inc., or "Aadi"), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated May 16, 2021, by and among the Company, Aspen Merger Subsidiary, Inc. ("Merger Sub") and Aadi (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Aadi, with Aadi surviving as a wholly owned subsidiary of the Company (the "Merger"). In addition, the PIPE Investors (as defined below) purchased an aggregate of 11,852,863 shares of Common Stock concurrently with the closing of the Merger for an aggregate purchase price of $155,000,0000 (collectively, the "PIPE Financing") pursuant to the Subscription Agreement dated May 16, 2021 (the "Subscription Agreement") with the purchasers named therein (the "PIPE Investors"). In connection with the PIPE Financing, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the PIPE Investors which provides the PIPE Investors with certain registration rights that require the Company to file a Registration Statement on Form S-3 with the SEC within 30 days after the closing of the PIPE Financing for the purposes of registering the resale of the shares issued to the PIPE Investors.

Also, on August 26, 2021, in connection with and immediately prior to the effective time of the Merger (the "Effective Time"), the Company effected a reverse stock split of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a ratio of 15:1 (the "Reverse Stock Split"), and changed its name from "Aerpio Pharmaceuticals, Inc." to "Aadi Bioscience, Inc." (the "Name Change"). Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Aadi, a clinical-stage, biopharmaceutical company focused on precision therapies for genetically-defined cancers with alteration in mTOR pathway genes.

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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 Equity Securities.

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 August 17, 2021 (the "Special Meeting"), the Company's stockholders approved an amendment to the certificate of incorporation of the Company to effect the Reverse Stock Split.

On August 26, 2021, in connection with the Merger and effective upon filing, immediately prior to the Effective Time, the Company filed its amended and restated certificate of incorporation to effect the Reverse Stock Split and the Name Change. As of the opening of trading on Nasdaq on August 27, 2021, the Common Stock will begin to trade on a Reverse Stock Split-adjusted basis.

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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 $32.71, the average last reported sales price of Common Stock at 4:00 p.m., Eastern Time, end of regular trading hours on Nasdaq during the ten consecutive trading days ending on August 25, 2021, the trading day prior to the date the amended and restated certificate of incorporation was filed with the Secretary of State of the State of Delaware (calculated after giving effect to the Reverse Stock Split).

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 August 26, 2021, immediately prior to the effective time of the Merger, Joseph Gardner, Ph.D., Steven Prelack, Pravin Dugel, M.D. and Cheryl Cohen resigned from the Board and any respective committees of the Board to which they belonged.

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

Caley Castelein, M.D. (Chair) Class I

Neil Desai, Ph.D.           Class I

Anupam Dalal, M.D. Class II

Karin Hehenberger, M.D., Ph.D. Class II

Behzad Aghazadeh, Ph.D.       Class III

        Richard 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 August 26, 2021, effective as of the Effective Time, Joseph Gardner, Ph.D., Steven Prelack, Pravin Dugel, M.D. and Cheryl Cohen resigned from the Board and any respective committees of the Board on which they served, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices.

Termination of Executive Officers

Also, pursuant to the Merger Agreement, on August 26, 2021, effective as of the Effective Time, the Company terminated the employment of Joseph Gardner, Ph.D., the Company's Principal Executive Officer, and Regina Marek, the Company's Vice President, Principal Financial and Accounting Officer. In connection with the termination of their employment, such officers resigned from all of the positions they held with the Company and its subsidiaries. Ms. Marek will continue to serve as a consultant to the Company.

Appointment of Officers

Effective as of the Effective Time, the Board appointed Neil Desai, Ph.D., as the Company's President, Chief Executive Officer and Secretary and Lance Thibault as the Company's interim Chief Financial Officer. There are no family relationships among any of the Company's directors and executive officers.

Neil Desai, Ph.D.

Dr. Desai, aged 56, is the founder of Aadi and has served as Aadi's President, Chief Executive Officer and Chairman of Aadi's board of directors since Aadi's founding in October 2011. From October 2010 to October 2016, Dr. Desai served as Vice President, Strategic Platforms at Celgene Corporation (now Bristol Myers Squibb), a global biopharmaceutical company. Prior to Celgene, Dr. Desai served as Senior Vice President, Global Research and Development at Abraxis BioScience, Inc., a biotechnology company, from November 2008 until Abraxis BioScience was acquired by Celgene Corporation in October 2010 and as Vice President, Research & Development at Abraxis BioScience from March 1999 to October 2008. Dr. Desai has also previously served in positions of increasing seniority at American BioScience, Inc. and its predecessor companies. Dr. Desai holds a M.S and Ph.D. in Chemical Engineering from the University of Texas at Austin, and a B.S. in Chemical Engineering from the University Institute of Chemical Technology in Mumbai, India. We believe Dr. Desai is qualified to serve as a director based on his leadership track record, broad experience in the life sciences industry, and his service as Aadi's President and Chief Executive Officer.

Lance Thibault

Mr. Thibault, aged 55, has served as Interim Chief Financial Officer of Aadi since July 2021. Since January 2014, Mr. Thibault has served as managing director of Danforth Advisors, LLC providing operational, financial and strategic services at a number of private and public pharmaceutical and biotechnology companies, including from February 2017 to April 2018, Mr. Thibault served as Acting Chief Financial Officer of Pieris Pharmaceuticals, . . .

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 August 26, 2021. The A&R Bylaws superseded the Company's existing amended and restated bylaws previously adopted by the Board (the "Pre-Merger Bylaws"). The foregoing description of the A&R Bylaws is not complete and is subject to and qualified in its entirety by reference to the A&R Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Commencing on August 27, 2021, the Company expects the trading symbol for its Common Stock, which is currently listed on Nasdaq, to change from "ARPO" to "AADI." The change in trading symbol is related solely to the Name Change.

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 August 26, 2021, the Company issued a press release announcing the completion of the Merger and the PIPE Financing. A copy of the press release is filed herewith as Exhibit 99.2.

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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, dated May 16, 2021, by and between
            Aerpio Pharmaceuticals, Inc., Aadi Bioscience, Inc. and Aspen Merger
            Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 of the
            Company's Current Report on Form 8-K (File No. 001-38560) filed
            May 17, 2021

3.1           Amended and Restated Certificate of Incorporation of the Company,
            filed August 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 dated August 26, 2021, by and
            between Aerpio Pharmaceuticals, Inc., Cheryl Cohen, as Holder
            Representative, and American Stock Transfer & Trust Company, LLC, as
            Rights Agent (filed herewith)

10.2          Subscription Agreement, dated May 16, 2021, by and between Aerpio
            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) filed May 17, 2021

10.3          Registration Rights Agreement, dated August 26, 2021, by and between
            Aadi Bioscience, Inc. (formerly known as Aerpio Pharmaceuticals, Inc.)
            and certain purchasers listed therein

10.4          Amended and Restated Employment Agreement, dated August 26, 2021, by
            and between Aadi Bioscience, Inc. and Neil Desai, Ph.D. (filed
            herewith)

10.5          Consulting Agreement, dated July 20, 2021, by and between Aadi
            Bioscience, Inc. and Danforth Advisors, LLC (filed herewith)(1)

10.6          Aadi Bioscience, Inc. 2021 Equity Incentive Plan (filed herewith)

10.7          Form of Stock Option Agreement under the Aadi Bioscience, Inc. 2021
            Equity Incentive Plan (filed herewith)

10.8          2021 Employee Stock Purchase Plan (filed herewith)

10.9          Aadi Bioscience, Inc. 2014 Equity Incentive Plan (filed herewith)

10.10         Form of Stock Option Agreement under the Aadi Bioscience, Inc. 2014
            Equity Incentive Plan (filed herewith)

10.11         Form of Indemnification Agreement between Aadi Bioscience, Inc. and
            each of its directors and executive officers (filed herewith).

14.1          Code of Conduct (filed herewith)

99.1          Aadi Biosciences, Inc. Corporate Presentation (filed herewith)

99.2          Press Release, dated August 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 SEC upon its request.

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