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    Aadi Bioscience Inc. filed SEC Form 8-K: Financial Statements and Exhibits

    3/26/25 8:21:16 AM ET
    $AADI
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $AADI alert in real time by email
    8-K
    false 0001422142 0001422142 2025-03-25 2025-03-25

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): March 25, 2025

     

     

    WHITEHAWK THERAPEUTICS, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-38560   61-1547850

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

     

    2 Headquarters Plaza East Building, 11th Floor

    Morristown, New Jersey

      07960
    (Address of principal executive offices)   (Zip code)

    Registrant’s telephone number, including area code: (551) 321-2234

     

    (Former name or former address, if changed since last report.)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.0001 per share   WHWK   The Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     


    Item 2.01.

    Completion of Acquisition or Disposition of Assets.

    On March 25, 2025, Whitehawk Therapeutics, Inc. (the “Company”) completed its previously announced sale of 100% of the outstanding shares of capital stock of Aadi Subsidiary, Inc. (the “Divestiture”) pursuant to the Stock Purchase Agreement (the “Purchase Agreement”) entered into with KAKEN INVESTMENTS INC., a Delaware corporation (“Purchaser”), KAKEN PHARMACEUTICAL CO., LTD, and Aadi Subsidiary, Inc. on December 19, 2024. In accordance with the Purchase Agreement, upon the closing of the Divestiture, Purchaser paid to the Company a cash payment of $102.4 million (following applicable purchase price adjustments under the Purchase Agreement).

    The foregoing description of the Divestiture and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2024 and is incorporated herein by reference.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (b) 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 no later than four business days after the closing of the Divestiture.

    (d) Exhibits

     

    Exhibit

    Number

      

    Description

    2.1†    Stock Purchase Agreement, dated December 19, 2024, among Aadi Bioscience, Inc., KAKEN INVESTMENTS INC., KAKEN PHARMACEUTICAL CO., LTD., and Aadi Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 20, 2024).
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    †

    Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

          WHITEHAWK THERAPEUTICS, INC.
    March 26, 2025      

    /s/ Scott Giacobello

          Scott Giacobello
          Chief Financial Officer
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