AADI Aadi Bioscience Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

AADI BIOSCIENCE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED [●], 2025

Aadi Bioscience, Inc.

17383 Sunset Boulevard, Suite A250

Pacific Palisades, California 90272

[●], 2025

To the Stockholders of Aadi Bioscience, Inc.:

You are cordially invited to virtually attend a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Aadi Bioscience, Inc. (“Aadi,” the “Company,” “we” or “us”), which will be held online on [●], 2025 at [●], Pacific Time via webcast at www.virtualshareholdermeeting.com/AADI2025SM. The Special Meeting will be a completely virtual meeting which will be conducted via live webcast.

Details regarding admission to the Special Meeting and the business to be conducted at that time are more fully described in the accompanying Notice of Special Meeting and Proxy Statement.

At this Special Meeting, stockholders will be asked to consider and vote on the following proposals:

Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail (by signing, dating and returning the enclosed proxy card in the enclosed envelope). If you decide to attend the Special Meeting virtually, you will be able to change your vote, revoke your proxy or vote electronically at the Special Meeting.

We hope that you will join us virtually on [●], 2025. Your investment and continuing interest in Aadi are very much appreciated.

17383 Sunset Boulevard, Suite A250

Pacific Palisades, California 90272

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held Online on [●], [●], 2025 at

www.virtualshareholdermeeting.com/AADI2025SM

Notice is hereby given that a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Aadi Bioscience, Inc. (“Aadi,” the “Company,” “we” or “us”), will be held online on [●], 2025 at [●] Pacific Time. The Special Meeting will be a virtual meeting, which will be conducted via live webcast. You will be able to attend the meeting virtually via the Internet, vote your shares electronically and submit your questions during the Special Meeting via the Internet at www.virtualshareholdermeeting.com/AADI2025SM. You will need your control number, which is located on the proxy card that you received in the mail or in the instructions accompanying your proxy materials, to attend the Special Meeting.

Only stockholders who owned shares of our common stock at the close of business on [●], 2025 can vote at the Special Meeting. At the Special Meeting, stockholders will be asked to consider and vote on the following proposals:

As noted above, our Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Special Meeting in person. You will be able to attend the Special Meeting virtually by visiting www.virtualshareholdermeeting.com/AADI2025SM, where you will be able to listen to the Special Meeting live, submit questions and vote online by entering the control number on your proxy card or voter instruction form. Attending the Special Meeting and voting your shares thereat will have the effect of revoking any proxy that you previously submitted to vote your shares.

Our board of directors unanimously recommends that you vote “FOR” each of the (1) Divestiture Proposal, (2) PIPE Financing Proposal, (3) Equity Plan Increase Proposal, (4) Non-Binding Advisory Vote on Golden Parachutes Proposal and (5) Adjournment Proposal, as outlined in the attached proxy statement.

Whether or not you plan to attend the Special Meeting, we encourage you to submit your proxy as soon as possible to make sure that your shares are represented at the Special Meeting.

Stockholders of record at the close of business on [●], 2025, the record date for the Special Meeting, are entitled to vote at the Special Meeting or any adjournment or postponement thereof. Whether or not you expect to virtually attend the Special Meeting online, please submit a proxy to vote your shares to ensure your representation and the presence of a quorum at the Special Meeting. If you are a stockholder of record, you may submit a proxy to vote your shares prior to the Special Meeting online by visiting [●], by telephone using the number located on the enclosed proxy card and following the recorded instructions, or by completing, signing, dating, and returning the proxy card accompanying these proxy materials. Your vote is important regardless of the number of shares you own.

If you mail your proxy card or submit a proxy by telephone or online and then decide to attend the Special Meeting and vote your shares online during the Special Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee that you must follow for your shares to be voted. Stockholders that own shares in “street name” must demonstrate proof of beneficial ownership to virtually attend the Special Meeting and must obtain a legal proxy from their bank, broker or other nominee to vote during the Special Meeting.

Further information about how to attend the Special Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.

If you have more questions about this proxy statement and the proposals to be voted on at the Special Meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor below:

SODALI & CO

430 Park Avenue, 14th Floor

New York, NY 10022

Email: AAADI@investor.sodali.com

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

The accompanying proxy statement is dated [●], 2025 and is first being mailed to stockholders on or about [●], 2025.

TABLE OF CONTENTS

17383 Sunset Boulevard, Suite A250

Pacific Palisades, California 90272

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

To be Held on [●], 2025

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement contains information about the Special Meeting of Stockholders of Aadi Bioscience, Inc., to be held online on [●], 2025 at [●] Pacific Time. The Special Meeting (together with any adjournment or postponement thereof, the “Special Meeting”) will be a virtual meeting. You will be able to attend and participate in the Special Meeting online by visiting www.virtualshareholdermeeting.com/AADI2025SM, where you will be able to listen to the Special Meeting live, submit questions and vote. Further information about how to attend the Special Meeting online is included in this proxy statement.

After careful consideration, Aadi’s board of directors has unanimously determined that the Divestiture Agreement and the transactions contemplated thereby, completion of the PIPE Financing and the Equity Plan Increase are advisable and in the best interests of Aadi and its stockholders. Aadi’s board of directors unanimously recommends that Aadi stockholders vote: (1) “FOR” the Divestiture Proposal, (2) “FOR” the PIPE Financing Proposal, (3) “FOR” the Equity Plan Increase Proposal, (4) “FOR” the Non-Binding Advisory Vote on Golden Parachutes Proposal and (5) “FOR” the Adjournment Proposal. Aadi’s board of directors is using this proxy statement to solicit proxies for use at the Special Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, references to “Aadi,” “the Company,” “we,” “us,” “our” and similar terms refer to Aadi Bioscience, Inc. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this proxy statement.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the shares represented by the proxies will be voted in accordance with the recommendation of Aadi’s board of directors with respect to each of the matters set forth in this proxy statement. Your proxy is revocable in accordance with the procedures set forth in this proxy statement.

For additional questions about the proposals, assistance in submitting proxies or voting shares of Aadi’s common stock, or to request additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor at:

SODALI & CO

430 Park Avenue, 14th Floor

New York, NY 10022

Email: AAADI@investor.sodali.com

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

This proxy statement is dated [●], 2025 and is first being mailed to stockholders on or about [●], 2025. These proxy materials are being made available to stockholders on or about this date online by visiting www.proxyvote.com.

This proxy statement and our form of proxy card are also available on the SEC’s website at

http://www.sec.gov.

- 1 -

GENERAL INFORMATION FOR THE SPECIAL MEETING

- 2 -

- 3 -

- 4 -

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING, VOTING AND THE PROPOSALS

What proposals are the Aadi stockholders being asked to vote on at the Special Meeting?

At the Special Meeting, our stockholders will consider and vote on the following matters:

As of the date of this proxy statement, we are not aware of any business to come before the Special Meeting other than the five items noted above.

- 5 -

How does Aadi’s board of directors recommend that I vote at the Special Meeting?

After consideration and consultation with management and its financial and legal advisors, Aadi’s board of directors unanimously recommends that you vote:

Who can vote at the Special Meeting?

Only stockholders of record at the close of business on the Record Date of [●], 2025 are entitled to vote at the Special Meeting. As of [●], 2025, there were [●] shares of our common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Special Meeting.

Where and when is the Special Meeting?

The Special Meeting is scheduled to be held online on [●], 2025 at [●] Pacific Time. You will be able to attend the Special Meeting virtually by visiting www.virtualshareholdermeeting.com/AADI2025SM, where you will be able to listen to the Special Meeting live, submit questions and vote online by entering the control number on your proxy card or voter instruction form. We encourage you to complete your registration as soon as possible if you desire to attend the Special Meeting.

Online registration for the Special Meeting will begin on [●], 2025, and you should allow ample time for the online registration. Please be sure to follow the instructions you will receive once your registration is complete.

If you encounter any difficulties accessing the virtual Special Meeting, please contact technical support by following the instructions provided to you upon registration for the Special Meeting.

What is the Divestiture?

The Divestiture is the sale of 100% of the outstanding shares of capital stock of Aadi Sub from Aadi to Kaken and thereby all or substantially all of Aadi’s assets related to its FYARRO Business, pursuant to the terms of the Divestiture Agreement. Kaken will also acquire all rights to the “Aadi” name and trademark under the terms of the Divestiture Agreement.

The Divestiture may be deemed to be a sale of substantially all of Aadi’s assets under Section 271 of the DGCL.

The transaction is expected to close in the first half of 2025, subject to Aadi stockholder approval and certain closing conditions.

Why am I being asked to vote on the Divestiture?

The Divestiture may constitute the sale of substantially all of the assets of Aadi under Section 271 of the DGCL. We are seeking the approval of Aadi stockholders for the Divestiture because the question of whether the Divestiture constitutes the sale of substantially all of the assets of Aadi under the DGCL is highly fact-specific, and because Aadi’s board of directors considered the action appropriate and strongly desire the input of Aadi stockholders, given the financial significance of the FYARRO Business.

- 6 -

What is the purchase price of the Divestiture?

The purchase price for the Divestiture is $100 million payable at the closing of the Divestiture, subject to customary adjustments for Aadi Sub’s levels of cash, indebtedness, net working capital and transaction expenses as of the closing. See the section entitled “The Divestiture Agreement—Purchase Price Adjustments” beginning on page [●] of this proxy statement.

Why is our board of directors recommending the Divestiture?

Aadi’s board of directors believes that the Divestiture and the Divestiture Agreement are fair to, advisable and in the best interests of, Aadi and its stockholders. Aadi’s board of directors unanimously recommends that you vote “FOR” the approval of the Divestiture Proposal. To review the Aadi board of directors’ reasons for recommending the Divestiture, see the section entitled “The Divestiture—Reasons for the Divestiture and Recommendation of the Aadi Board of Directors” beginning on page [●] of this proxy statement.

How does Aadi intend to use the proceeds of the Divestiture?

If the Divestiture Proposal and the PIPE Financing proposal are both approved by Aadi’s stockholders at the Special Meeting, then Aadi expects to use the collective proceeds from such transactions, together with its existing liquidity, to develop the ADC Programs licensed pursuant to the License Agreement, as well as for general corporate and working capital purposes. If the Divestiture Proposal passes and the PIPE Financing Proposal fails, then Aadi’s board of directors will need to assess whether to pay the balance ($38 million) of the upfront license fee due to WuXi Biologics under the License Agreement by the applicable deadline using its then-available liquidity, or otherwise allow the License Agreement to terminate in accordance with its terms. In the event that the License Agreement terminates under such circumstances, then Aadi’s board of directors will be obligated to assess Aadi’s strategic options at that time, which may include, among other things, a dissolution of Aadi.

Will Aadi cease to exist if the Divestiture is completed?

No. Following the completion of the Divestiture, we will continue to exist and be a publicly traded company, but will no longer own or operate the FYARRO Business or own the rights to the Aadi name. We are currently focusing on development of the ADC Programs and plan to operate under a new name. We note that the License Agreement with WuXi Biologics is presently in effect, and that Aadi has already paid a non-refundable $6 million upfront payment, and development efforts are already underway in respect of the ADC Programs. Following the completion of the Divestiture, the FYARRO Business will be owned and operated by Kaken, and Aadi will have no interest in, and receive no income from, the FYARRO Business.

Will the Divestiture be a taxable transaction to me?

The Divestiture is entirely a corporate action. Our stockholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the Divestiture. See the section entitled “The Divestiture—Material U.S. Federal Income Tax Consequences of the Divestiture” beginning on page [●] of this proxy statement.

When is the Divestiture expected to be completed?

We are working towards completing the Divestiture as soon as possible. We currently expect to complete the Divestiture as soon as all of the conditions to the Divestiture Agreement are satisfied or waived, including stockholder approval of the Divestiture Proposal at the Special Meeting, which we currently anticipate will occur in the first half of 2025. However, the exact timing of completion of the Divestiture, if at all, cannot be predicted because the Divestiture is subject to the closing conditions specified in the Divestiture Agreement.

- 7 -

Are there any risks related to the Divestiture?

Yes. You should carefully read the section entitled “Risks Related to the Pending Divestiture” beginning on page [●] of this proxy statement.

Why is it important for me to vote?

The Divestiture Proposal will not be approved at the Special Meeting without the affirmative vote of a majority of the outstanding shares of capital stock of Aadi. Therefore, any shares that are not voted will have the same effect as a vote “against” the Divestiture Proposal.

What will happen if Aadi stockholders do not approve the Divestiture at the Special Meeting?

If Aadi stockholders do not approve the Divestiture at the Special Meeting (including any adjournment or postponement thereof, if applicable), the Divestiture will not be completed. If the Divestiture is not completed, the Divestiture Agreement provides that, upon termination of the agreement under certain circumstances, Aadi may be required to pay to Kaken a termination fee of $3.5 million. See the section entitled “The Divestiture Agreement—Termination Fees and Remedies” beginning on page [●] of this proxy statement for a discussion of the circumstances under which such a termination fee may be required to be paid.

What is the PIPE Financing?

On December 19, 2024, concurrently with the execution of the Divestiture Agreement and License Agreement, Aadi entered into the Subscription Agreement with the PIPE Investors, pursuant to which Aadi agreed to issue and sell to the PIPE Investors, subject to the terms and conditions of the Subscription Agreement, (i) 21,592,000 shares of Aadi’s common stock, at a purchase price of $2.40 per share, and (ii) Pre-Funded Warrants to acquire 20,076,500 shares of Aadi’s common stock, at a purchase price of $2.3999 per share. Aadi expects to receive aggregate gross proceeds from the PIPE Financing of approximately $100 million, before deducting estimated offering expenses payable by Aadi.

The net proceeds from the PIPE Financing are expected to be used to fund payments due under the License Agreement and advance the ADC Programs, Aadi’s development pipeline, business development activities, working capital and other general corporate purposes. Aadi believes the total cash and cash equivalents of Aadi following the closing of the Divestiture and PIPE Financing will enable the potential attainment of key clinical and development milestones for the ADC Programs.

Under the terms of the Subscription Agreement, the PIPE Financing will close on a date that is no later than five business days from the date of stockholder approval of the PIPE Financing Proposal, unless otherwise agreed between Aadi and Jefferies LLC, Aadi’s exclusive placement agent for the PIPE Financing. For more detail on the PIPE Financing and related agreements, see the section titled “The PIPE Financing and License Agreement— PIPE Financing and Subscription Agreement” beginning on page [●] of this proxy statement.

Why am I being asked to vote on the PIPE Financing?

Pursuant to Nasdaq Listing Rule 5635(a)(1), a company listed on Nasdaq is required to obtain stockholder approval prior to the issuance of common stock or other securities convertible into or exercisable for common stock, in connection with the acquisition of the stock or assets of another company, if such securities are not issued in a public offering and (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities, or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of such securities.

- 8 -

In connection with the closing of the PIPE Financing, we expect to issue, other than in a public offering, an aggregate of (i) 21,592,000 shares of our common stock and (ii) 20,076,500 Pre-Funded Warrants to investors in the PIPE Financing in accordance with the terms and subject to the conditions of the Subscription Agreement. We plan to use the proceeds from the PIPE Financing to support the additional non-refundable, upfront payment of $38 million due within ninety (90) days after the effective date of the License Agreement and for future preclinical and clinical development of the ADC Programs. The aggregate number of shares of our common stock or other securities convertible into or exercisable for common stock that Aadi will issue in connection with the PIPE Financing will exceed 20% of both the voting power and the number of shares of Aadi’s common stock outstanding before such issuance.

We are seeking the approval of Aadi stockholders for the PIPE Financing because Nasdaq may consider the in-license of the ADC Programs pursuant to the License Agreement to constitute the acquisition of the stock or assets of another company for purposes of Nasdaq Listing Rule 5635(a)(1), which is highly fact-specific, and also because Aadi’s board of directors considered such action appropriate and strongly desires the input of Aadi stockholders in light of the financial significance of the License Agreement, the ADC Programs and the related PIPE Financing.

Why is our board of directors recommending the PIPE Financing?

Aadi’s board of directors believes that the PIPE Financing, including the Subscription Agreement, the Registration Rights Agreement and the Pre-Funded Warrant, and all the transactions contemplated thereby, are fair to, advisable and in the best interests of, Aadi and its stockholders. Aadi’s board of directors unanimously recommends that you vote “FOR” the approval of the PIPE Financing Proposal. To review the Aadi board of directors’ reasons for recommending the PIPE Financing, see the section entitled “The PIPE Financing and License Agreement—Reasons for the PIPE Financing and the License Agreement and Recommendation of the Aadi Board of Directors” beginning on page [●] of this proxy statement.

Why is Aadi in-licensing the ADC Programs?

Aadi believes that entry into the License Agreement provides an opportunity to strengthen its pipeline of development assets and, together with the PIPE Financing, strengthen its capital resources, positioning it to become a leading precision oncology company focused on developing novel treatments utilizing the next wave of antibody-drug conjugate (ADC) therapies. Following the Divestiture, Aadi plans to focus primarily on advancing the ADC Programs designed for a broad range of cancerous diseases, including treatment of solid tumors, including non-small cell lung cancer (NSCLC), ovarian cancer, small cell lung cancer and neuroendocrine tumors. For a discussion of Aadi’s reasons for the PIPE Financing and the License Agreement, please see the sections titled “The PIPE Financing and License Agreement—Reasons for the PIPE Financing and License Agreement and Recommendation of the Aadi Board of Directors” beginning on page [●] and “The ADC Programs” beginning on page [●] of this proxy statement.

What is the Registration Rights Agreement?

At the closing of the PIPE Financing, in connection with the Subscription Agreement, it is a condition to closing for Aadi to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the PIPE Investors. Pursuant to the Registration Rights Agreement, Aadi will prepare and file a resale registration statement with the SEC on or prior to the later of (i) thirty (30) days following the closing of the PIPE Financing and (ii) five (5) business days following the filing of Aadi’s audited financial statements for the year ended December 31, 2024. Aadi will use its commercially reasonable efforts to cause this registration statement to be declared effective by the SEC within 60 calendar days of the closing of the PIPE Financing (or within 90 calendar days if the SEC reviews the registration statement), subject to acceleration under certain circumstances.

For more detail on the Registration Rights Agreement, see the section titled and “The PIPE Financing and License Agreement—PIPE Financing and Subscription Agreement—Registration Rights Agreement” beginning on page [●] of this proxy statement.

- 9 -

What will happen if stockholders do not approve the PIPE Financing at the Special Meeting?

If, for any reason, the PIPE Financing is not consummated, Aadi will not complete the issuance of common stock and Pre-Funded Warrants pursuant to the Subscription Agreement and Aadi’s board of directors will be required to assess whether to pay the balance of the upfront license fee payment ($38 million) to WuXi Biologics under the License Agreement by the applicable deadline with Aadi’s then-available liquidity, or otherwise to allow the License Agreement to terminate in accordance with its terms.

Are there any risks related to the PIPE Financing?

Yes. You should carefully read the section entitled “Risks Related to the PIPE Financing” beginning on page [●] of this proxy statement.

What is the purpose of the Adjournment Proposal?

The purpose of the Adjournment Proposal is to allow Aadi, subject to the terms of the Divestiture Agreement, to adjourn the Special Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation of proxies in the event that there are insufficient votes to approve the Divestiture Proposal at the Special Meeting.

The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Divestiture Proposal.

Aadi’s board of directors recommends that you vote in favor of the Adjournment Proposal.

How can I vote at the Special Meeting?

If you are the stockholder of record of your shares, you can submit a proxy to vote your shares prior to the Special Meeting or you can attend the Special Meeting and vote your shares online during the Special Meeting. If you choose to submit a proxy prior to the Special Meeting, you may do so by telephone, online or by mail as follows:

If your shares are held in street name, your bank, broker or other nominee is required to vote the shares it holds on your behalf according to your instructions. These proxy materials, as well as voting and revocation

- 10 -

instructions, should have been forwarded to you by the bank, broker or other nominee that holds your shares of record. In order to ensure that your shares are voted at the Special Meeting, you will need to follow the instructions that your bank, broker or other nominee provides you. The deadlines and availability of providing voting instructions via telephone or online for beneficial owners of shares held in “street name” will depend on the processes of the bank, broker or other nominee that holds your shares of record. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization. If your shares are held in “street name,” you must demonstrate proof of beneficial ownership to virtually attend the Special Meeting and must obtain a legal proxy from your bank, broker or other nominee to vote at the Special Meeting. In addition, you will need your control number included on your voting instruction form in order to demonstrate proof of beneficial ownership and to be able to vote during the Special Meeting.

Even if you plan to attend the Special Meeting online, we urge you to submit a proxy to vote your shares in advance of the Special Meeting so that if you should become unable to attend the Special Meeting your shares will be voted as directed by you.

What is the proxy card?

The proxy card enables you to appoint David Lennon and Scott Giacobello, and each of them, with full power of substitution and re-substitution, as your proxies at the Special Meeting. By completing and returning the proxy card as described herein, you are authorizing these individuals to vote your shares at the Special Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Special Meeting. If a proposal comes up for vote at the Special Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

What is the difference between a “stockholder of record” and a beneficial owner of shares held in “street name”?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the “stockholder of record” of those shares. In this case, we are sending these proxy materials directly to you. You may vote your shares by proxy prior to the Special Meeting by following the instructions in the section titled “How Can I Vote at the Special Meeting?” above.

Beneficial Owner of Shares Held in Street Name. If your shares are held by a bank, broker or other nominee, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, these proxy materials will be sent to you by that organization. The organization holding your shares is considered the stockholder of record for purposes of voting at the Special Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization and enclosed with this proxy statement.

How do I submit a question at the Special Meeting?

If you wish to submit a question during the Special Meeting, you may log into and submit a question on the virtual meeting platform using the unique link provided to you via email following the completion of your registration at [●], and follow the instructions there.

May I see a list of stockholders entitled to vote as of the Record Date?

A list of stockholders as of the close of business on the Record Date will be available for examination by the stockholders for a period of ten days ending on the day before the Special Meeting date during ordinary business hours, at our principal place of business.

- 11 -

How many shares of Aadi common stock must be present to constitute a quorum for the meeting?

A quorum of stockholders is necessary to hold a valid meeting. Our amended and restated bylaws provide that a quorum will exist if stockholders holding a majority in voting power of the shares of stock issued and outstanding and entitled to vote at the meeting are present at the meeting in person or by proxy. Shares present virtually during the Special Meeting will be considered shares of our common stock present in person at the meeting. If a quorum is not present, we expect to adjourn the Special Meeting until a quorum is obtained.

Abstentions and broker non-votes count as present for purposes of establishing a quorum. Broker non-votes occur when your bank, broker or other nominee submits a proxy for your shares (because the bank, broker or other nominee has received instructions from you on one or more proposals, but not all proposals, or has not received instructions from you but is entitled to vote on a particular “discretionary” matter) but does not indicate a vote for a particular proposal because the bank, broker or other nominee either does not have the authority to vote on that proposal and has not received voting instructions from you or has discretionary authority but chooses not to exercise it.

If you do not vote by virtue of not being present virtually or by proxy at the Special Meeting, your shares will not be counted for purposes of determining the existence of a quorum.

Assuming that a quorum is present, what vote is required to approve the proposals to be voted upon at the Special Meeting?

What are the effects of not voting or abstaining? What are the effects of broker non-votes?

In tabulating the voting result for each of the Divestiture Proposal, the PIPE Financing Proposal, the Equity Plan Increase Proposal, the Non-Binding Advisory Vote on Golden Parachutes Proposal and the Adjournment Proposal described herein, abstentions will have the effect of a vote “AGAINST” such proposal.

Broker non-votes occur on a matter when a bank, broker or other nominee is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as

- 12 -

“non-routine” matters. Each of the proposals are matters considered “non-routine” under applicable rules. If you do not instruct your bank, broker or other nominee how to vote with respect to the proposals, your bank, broker or other nominee may not vote with respect to such proposal and those votes will be counted as broker non-votes. In tabulating the voting result for the Divestiture Proposal, shares that constitute broker non-votes will all be treated as votes “AGAINST” the Divestiture Proposal. In tabulating the voting results for all other proposals, shares that constitute broker non-votes will have no effect on the proposal.

What is the method for counting votes?

Each holder of common stock is entitled to one vote at the Special Meeting on each matter to come before the Special Meeting for each share held by such stockholder as of the Record Date. Votes cast online during the Special Meeting or covered by proxies submitted by mail, online or by telephone will be tabulated by the inspector of election appointed for the Special Meeting, who will also determine whether a quorum is present.

How do I change my vote or revoke my proxy?

If you are a stockholder of record, you may revoke your proxy before the vote is taken at the Special Meeting:

If your shares are held in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee holding your shares. You may also vote online during the Special Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy from the organization that holds your shares and follow the procedures described in the “How Can I Vote at the Special Meeting?” section above.

Your virtual attendance at the Special Meeting, without voting online during the Special Meeting, will not automatically revoke your proxy.

What is householding?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single set of proxy materials to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure is designed to reduce our printing and postage costs.

This means that only one copy of the proxy materials may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of the proxy materials upon written or oral request to Aadi Bioscience, Inc., 17383 Sunset Boulevard, Suite A250 Pacific Palisades, California 90272, Attention: Corporate Secretary, telephone: (424) 744-8055. If you want to receive separate copies of the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you may contact us at the above address and phone number. Beneficial stockholders may contact their broker, bank or other nominee to request information about householding.

Who bears the costs of proxy solicitation?

We will bear the costs of soliciting proxies. Our directors, officers and regular employees, without additional remuneration, may solicit proxies by mail, telephone, facsimile, email, personal interviews and other means.

- 13 -

Where can I find the voting results of the Special Meeting?

We plan to announce preliminary voting results at the Special Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Special Meeting.

Who should I contact if I have any questions?

If you have more questions about this proxy statement and the proposals to be voted on at the Special Meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor at:

SODALI & CO

430 Park Avenue

14th Floor

New York, NY 10022

Email: AAADI@investor.sodali.com

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

- 14 -

SPECIAL NOTE REGARDING FORWARD LOOKING-STATEMENTS

This proxy statement, including the annexes attached to the proxy statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Statements other than statements of historical facts may constitute “forward-looking statements” for purposes of these provisions, including statements concerning the Divestiture, the PIPE Financing, the License Agreement and the ADC Programs, any statements of the plans and objectives of management for future operations, any statements concerning the timing of particular events, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, forward-looking statements are accompanied by words that convey projected or unknown future evens or outcomes can be identified by the use of terminology such as “may,” “will,” “intends,” “plans,” “believes,” “targets,” “anticipates,” “expects,” “estimates,” “predicts,” “potential,” “continue” or “opportunity,” or the negative thereof or words of similar meaning, or other statements concerning opinions or judgment of Aadi’s management about future events. The forward-looking statements in this proxy statement are only predictions. Although we believe that the expectations presented in the forward-looking statements contained herein are reasonable at the time of filing, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, among other things:

- 15 -

- 16 -

Further information regarding the risks, uncertainties and other factors that could cause actual results to differ from the results in these forward-looking statements are discussed under the section entitled “Risk Factors” set forth below, and for the reasons described elsewhere in this proxy statement. Please carefully consider these factors, as well as other information contained herein and in our periodic reports and documents filed with the SEC. All forward-looking statements and reasons why results may differ from expected results included in this proxy statement are made as of the date hereof. All of the forward-looking statements made in this proxy statement are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Aadi or its business or operations. Readers are cautioned not to place undue reliance on the forward-looking statements contained in this proxy statement. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

- 17 -

- 18 -

- 19 -

- 20 -

- 21 -

- 22 -

- 23 -

- 24 -

- 25 -

- 26 -

- 27 -

- 28 -

- 29 -

- 30 -

- 31 -

- 32 -

- 33 -

RISK FACTORS RELATED TO THE DIVESTITURE, THE PIPE FINANCING, THE LICENSE AGREEMENT AND THE ADC PROGRAMS

You should carefully consider and evaluate all of the information included in this proxy statement and the annexes attached to the proxy statement, including the risks described below .

Any of these risks, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, financial condition and prospects, which in turn could materially and adversely affect the trading price of shares of our common stock. Stockholders should keep in mind that the risks below are not the only risks that are relevant to your voting decision. Additional risks not currently known or currently material to us may also harm our business.

Risks Related to the Pending Divestiture

In addition to the other information contained in this proxy statement, you should carefully consider the following risk factors when deciding whether to vote to approve the Divestiture Proposal.

The pendency of the Divestiture could have an adverse effect on our business and results of operations, and the failure to complete the Divestiture in a timely manner or at all could adversely affect our business, financial condition, results of operations and stock price.

On December 19, 2024, we entered into the Divestiture Agreement with Kaken. Completion of the Divestiture is subject to the satisfaction of certain terms and conditions set forth in the Divestiture Agreement, including (1) the receipt of approval of the Divestiture Agreement and the Divestiture by the requisite affirmative vote of our stockholders; (2) the receipt of all consents and approvals (if any) required under any regulatory laws applicable to the Divestiture; and (3) the absence of any temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court of competent jurisdiction, any legal or regulatory restraint or prohibition by any governmental authority of competent jurisdiction, and any law enacted, entered, enforced or applied to the Divestiture, that in each case, would prevent or materially impair the consummation of the Divestiture. There is no assurance that the remaining conditions to closing the Divestiture will be satisfied before the Termination Date or at all, or that the Divestiture will be completed on the proposed terms, within the expected timeframe, or at all.

The Divestiture may be delayed, and may ultimately not be completed, due to a number of factors, including:

If the Divestiture does not close, we may suffer other consequences that could adversely affect our business, financial condition, results of operations, and stock price, and our stockholders would be exposed to additional risks, including:

- 34 -

There can be no assurance that our business, relationships with other parties, liquidity or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Divestiture if the Divestiture is not consummated. Even if successfully completed, there are certain risks to our stockholders from the Divestiture, including:

The Divestiture is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. There can be no guarantees that the Divestiture will be completed. Failure to complete, or unexpected delays in completing, the Divestiture or any termination of the Divestiture Agreement could have an adverse effect on our financial condition and results of operations.

The completion of the Divestiture is subject to a number of conditions, including the approval of the Divestiture by our stockholders, which make the completion and timing of the Divestiture uncertain. See the section entitled “The Divestiture Agreement—Conditions to the Closing of the Divestiture” for a more detailed discussion. The failure to satisfy all of the required conditions could delay the completion of the Divestiture for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Divestiture will be satisfied or waived or that the Divestiture will be completed.

In addition, either we or Kaken may terminate the Divestiture Agreement under certain circumstances, including if the Divestiture is not completed by the Termination Date. In certain circumstances, upon termination of the Divestiture Agreement, we would be required to pay a termination fee of $3.5 million to Kaken. For further discussion, see the section entitled “The Divestiture Agreement—Termination Fees and Remedies.”

If the Divestiture is not completed, we may be adversely affected and, without realizing any of the benefits of having completed the Divestiture, will be subject to a number of risks, including the following:

- 35 -

In addition, if the Divestiture is not completed, we could be subject to litigation related to any failure to complete the Divestiture or related to any enforcement proceeding commenced against us to perform our obligations under the Divestiture Agreement. Any of these risks could materially and adversely impact our business, financial condition, results of operations and the trading price of shares of our common stock.

Similarly, delays in the completion of the Divestiture could, among other things, result in additional transaction costs or other negative effects associated with the delays and uncertainty about the completion of the Divestiture and could materially and adversely impact our business, financial condition, results of operations and the trading price of shares of our common stock.

While the Divestiture is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business.

During the period prior to the completion of the Divestiture and pursuant to the terms of the Divestiture Agreement, our business is exposed to certain inherent risks and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business, including:

- 36 -

If any of these effects were to occur, it could adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value, regardless of whether the Divestiture is completed.

The announcement and pendency of the Divestiture, whether or not completed, may adversely affect our business and operations.

The announcement and pendency of the Divestiture, whether or not completed, may adversely affect the trading price of our common stock as well as our relationships with existing or potential suppliers, customers, vendors, distributors, licensors, licensees, collaboration partners and other business partners, and may have an adverse effect on the business, financial condition and results of operations of Aadi. The pending Divestiture may cause such counterparties to seek to change existing business relationships with Aadi or the FYARRO Business, to forego new relationships or to enter into alternative agreements with our competitors because business partners may perceive that such new relationships are likely to be more stable.

In addition, our current and prospective employees, including of the FYARRO Business, may feel uncertain about their roles within Aadi or the FYARRO Business prior to and following the completion of Divestiture, which may have an adverse effect on Aadi’s ability to attract or retain key management personnel or other key employees. If key employees depart, the business of Aadi, its financial condition and its results of operations may be adversely impacted.

The focus and attention of our management and employee resources may also be diverted from operational matters during the pendency of the Divestiture to focus on integration matters and the consummation of the Divestiture.

The Divestiture Agreement contains provisions that limit our ability to pursue alternatives to the Divestiture, which could discourage a third party from making a favorable alternative acquisition proposal, and provide that, in specified circumstances, we would be required to pay a termination fee to Kaken.

The Divestiture Agreement contains non-solicitation provisions that make it substantially more difficult for us to sell Aadi Sub and/or the FYARRO Business to a party other than Kaken. Specifically, we agreed not to directly or indirectly solicit any acquisition proposals until the date of closing of the Divestiture or the proper termination of the Divestiture Agreement except that, subject to our obligation to pay Kaken a termination fee of $3.5 million, at any time prior to obtaining stockholder approval of the Divestiture, in response to a superior proposal or certain other intervening events, our board of directors may, among other actions, withdraw or materially modify its recommendation contained in this proxy statement or recommend the approval of an alternative acquisition proposal, if our board of directors concludes in good faith (after consultation with outside legal and financial advisors) that the failure to take such action could reasonably be expected to be inconsistent with our board of directors’ fiduciary duties under applicable law. In addition, the Divestiture Agreement does not contain a right for us to terminate the Divestiture Agreement in response to an intervening event or a superior proposal unless it complies with certain procedures in the Divestiture Agreement, including engaging in good faith negotiations with Kaken and its representatives during a specified period.

These non-solicitation provisions, among others contained in the Divestiture Agreement, could discourage a third party that might have an interest in acquiring all or substantially all of our assets or our common stock from considering or proposing such an acquisition, even if that party were prepared to pay consideration with a higher value than the consideration paid by Kaken.

- 37 -

Aadi will incur significant expenses in connection with the Divestiture, regardless of whether the Divestiture is completed.

We expect to incur significant expenses related to the Divestiture. These expenses include, but are not limited to, financial advisory and opinion fees and expenses, legal fees, accounting fees and expenses, certain employee expenses, filing fees, printing expenses and other related fees and expenses. Many of these expenses will be payable by us regardless of whether the Divestiture is completed.

Further, pursuant to the terms of the Divestiture Agreement, between the date of the Divestiture Agreement and the date of the completion of the Divestiture, and thereafter following the date of the closing of the Divestiture, Aadi and Kaken must negotiate in good faith and use reasonable best efforts to enter into and execute the Transition Services Agreement, on such terms as may be mutually agreed by Aadi and Kaken. The Transition Services Agreement will provide that from and after the closing of the Divestiture, Aadi will make available to Kaken for a period of not less than three months but not more than six months following the date of the closing of the Divestiture, such services and resources (including the time of certain of its executive management and employees) that in each case Aadi has access to and are within Aadi’s control, as Kaken may reasonably require in order to be able to conduct and operate the FYARRO Business following the closing of the Divestiture in substantially the same or a similar manner as the manner in which it was operated prior to the completion of the Divestiture. Performance of our obligations under the Transition Services Agreement will incur significant financial costs and the focus and attention of our management and employee resources may be diverted from our remaining business and ADC Programs.

Our executive officers and directors may have interests in the Divestiture other than, or in addition to, the interests of our stockholders generally.

Members of our board of directors and our executive officers may have interests in the Divestiture that are different from, or are in addition to, the interests of our stockholders generally. Our board of directors was aware of these interests and considered them, among other matters, in approving the Divestiture Agreement. Additional information on these interests can be found in the section entitled “The Divestiture Agreement—Interests of Aadi’s Directors and Executive Officers in the Divestiture” beginning on page [●] of this proxy statement.

Lawsuits may be filed against Aadi challenging the Divestiture and an adverse ruling in any such lawsuit may prevent the Divestiture from being completed at all or from being completed within the expected time frame.

One of the conditions to the completion of the Divestiture is the absence of any judgment or law issued or enacted by any governmental entity of competent jurisdiction, in each case that has been entered or enacted that prevents or materially impairs the consummation of the Divestiture. Accordingly, if litigation is or enacted filed challenging the Divestiture and a plaintiff is successful in obtaining an order enjoining completion of the Divestiture, then such order may prevent the Divestiture from being completed at all or from being completed within the expected time frame.

Risks Related to the PIPE Financing

Our stockholders will experience significant dilution as a result of the PIPE Financing if the PIPE Financing Proposal is approved at the Special Meeting. The number of shares we have agreed to sell in the PIPE Financing is significant in relation to the number of outstanding shares of our common stock.

Our stockholders will experience significant dilution as a result of the PIPE Financing if the PIPE Financing Proposal is approved at the Special Meeting. Pursuant to the Subscription Agreement and the terms of the PIPE Financing, we have agreed to issue and sell to the PIPE Investors (i) 21,592,000 shares of our common stock and (ii) 20,076,500 Pre-Funded Warrants to acquire common stock, subject to stockholder approval at the Special Meeting. If the PIPE Financing Proposal is approved and the PIPE Offering is completed, we will have 46,272,708 outstanding shares of common stock and an additional 20,076,500 Pre-Funded Warrants outstanding.

- 38 -

After the closing of the PIPE Financing, the shares of common stock issued to the PIPE Investors will account for approximately 47% of the total shares outstanding (based on 24,680,708 total shares outstanding as of December 31, 2024 and after giving effect to the 21,592,000 shares expected to be issued in the PIPE Financing). If the PIPE Investors exercise all 20,076,500 Pre-Funded Warrants issued in the PIPE Financing, the securities issued in the PIPE Financing will account for approximately 63% of the total shares outstanding at that time (based on 24,680,708 total shares outstanding as of December 31, 2024 and after giving effect to the 21,592,000 shares expected to be issued in the PIPE Financing and 20,076,500 shares that would be issued pursuant to exercise of the Pre-Funded Warrants). As a result, stockholders who did not participate in the PIPE Financing will experience substantial dilution upon closing of the PIPE Financing, if approved by stockholders.

If the PIPE Financing Proposal is approved and the PIPE Offering is completed, a substantial number of shares of common stock will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Following the consummation of the PIPE Financing, all of the shares of common stock and the shares underlying the Pre-Funded Warrants will be restricted securities and will not be immediately available for resale. Once we register these shares pursuant to the Registration Rights Agreement, however, they can be freely sold in the public market. As these securities are registered for resale, the market price of our stock could decline if the holders of currently restricted shares of common stock sell them or are perceived by the market as intending to sell them.

The sale by the PIPE Investors of a significant number of shares of common stock could have a significant negative impact on the market price of our common stock. In addition, the perception in the public markets that the PIPE Investors may sell all or a portion of the shares issued in the PIPE Financing as a result of the registration of such shares for resale pursuant to the Registration Rights Agreement could also in and of itself have a material adverse effect on the market price of our common stock. We cannot predict the effect, if any, that market sales of those shares or the availability of those shares for resale will have on the market price of our common stock. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock.

We may become obligated to pay liquidated damages if we fail to file, obtain effectiveness and maintain effectiveness of the registration statement in accordance with the terms of the Subscription Agreement and the form of Registration Rights Agreement related to the PIPE Financing.

In connection with the PIPE Financing, we granted the PIPE Investors certain resale registration rights pursuant to the terms of the Subscription Agreement and form of Registration Rights Agreement, which will be entered into at the closing of the PIPE Financing. In addition to the registration rights, the PIPE Investors may be entitled to receive liquidated damages upon the occurrence, or failure to occur, of a number of events relating to the filing, effectiveness and maintenance of effectiveness of a registration statement related to the common stock and Pre-Funded Warrants sold in the PIPE Financing. The liquidated damages will be payable upon the occurrence, or failure to occur, of each of those events and each monthly anniversary thereof until cured. The amount of liquidated damages payable per monthly period would be equal to 1% of the aggregate purchase price paid by the purchaser, provided, however, the maximum aggregate liquidated damages payable to the purchaser would be 5% of the aggregate amount paid by such purchaser for the purchaser of such securities in the PIPE Financing.

Some Aadi directors, executive officers and principal stockholders have interests in the PIPE Financing that are different from yours and that may influence them to support or approve the PIPE Financing without regard to your interests.

Certain directors, affiliated funds of directors, and an executive officer of Aadi have interests in the PIPE Financing that are different from, or in addition to, the interests of Aadi stockholders generally. Certain directors,

- 39 -

affiliated funds of directors, and an executive officer of Aadi entered into the Subscription Agreement in connection with the PIPE Financing, and committed to purchase an aggregate of 4,577,000 shares of common stock and 8,333,000 Pre-Funded Warrants. The PIPE Investors include entities that are related to Casey Castelein, M.D., Anupam Dalal, M.D., Behzad Aghazadeh, Ph.D. and Baiteng Zhao, who serve on our board of directors, as well as an executive officer for the year ended December 31, 2024, Bryan Ball.

Additionally, it is expected that Dr. Lennon, Mr. Giacobello and Mr. Ball will continue to serve as executive officers of Aadi following the PIPE Financing and that all members of Aadi’s board of directors will continue to serve thereon following the PIPE Financing, and that such officers and directors will continue to receive cash and other compensation (including benefits) for such services under applicable plans and arrangements which may be funded with proceeds from the PIPE Financing.

Aadi’s board of directors was aware of and considered those interests, among other matters, in reaching its decision to approve the PIPE Financing and related matters, including the Subscription Agreement, Registration Rights Agreement and form of Pre-Funded Warrant, and recommend the approval of the PIPE Financing and related matters to Aadi stockholders. These interests, among other factors, may have influenced the directors and executive officers of Aadi to support or approve the PIPE Financing.

For more information regarding the interests of Aadi’s directors, executive officers and principal stockholders in the PIPE Financing, please see the sections titled “The PIPE Financing—Interests of Aadi’s Directors and Executive Officers in the PIPE Financing” beginning on page [●].

Risks Related to the License Agreement and the ADC Programs

Following the Divestment, we will not have any approved products and our pipeline will comprise solely of preclinical assets. The ADC Programs are early in development. Going forward, our business will depend on our ability to advance our current and future product candidates through preclinical studies and clinical trials and obtain regulatory approval of our product candidates, which may fail in development or suffer delays that adversely affect their commercial viability.

Following the Divestment, we will not have any approved products and our pipeline will comprise solely of preclinical assets. Going forward, our business and future operating results will be dependent on our ability to successfully advance, develop and obtain regulatory approval for and/or commercialize our current and future product candidates and discover or in-license additional preclinical or clinical assets. Our ability to generate product or other revenue, which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of our product candidates, which may never occur.

Prior to initiating clinical trials of our product candidates, we will need to initiate or complete IND-enabling studies for each of our ADC Programs and we will need to file an IND or similar application to the FDA or regulatory authorities in other jurisdictions. We expect to submit an IND with respect to our lead product candidate PTK7-CPT113 in the second half of 2025 but we may not be able to file the INDs for our product candidates on the timelines we expect. For example, we may experience manufacturing delays or other delays with IND-enabling studies. Moreover, we cannot be sure that submission of an IND will result in the FDA allowing further clinical trials to begin, or that, once begun, issues will not arise that result in the suspension or termination of clinical trials. Additionally, even if such regulatory authorities agree with the design and implementation of the clinical trials set forth in an IND, we cannot guarantee that such regulatory authorities will not change their requirements in the future. These considerations also apply to new clinical trials we may submit as amendments to existing INDs or to a new IND. Any failure to file INDs on the timelines we expect or to obtain regulatory clearance for our trials may prevent us from developing product candidates on a timely basis, if at all. A product candidate can unexpectedly fail at any stage of preclinical and clinical development. The historical failure rate for product candidates is high due to risks relating to safety, efficacy, clinical execution, changing standards of medical care and other unpredictable variables. The results from preclinical studies or

- 40 -

early clinical trials of a product candidate may not be predictive of the results that will be obtained in later stage clinical trials of the product candidate. If we experience failures, setbacks or delays in our preclinical studies, clinical trials, manufacturing or regulatory efforts, our business may be materially harmed.

Through the License Agreement, we are transitioning to a new preclinical pipeline and pursuing different targets and indications from those we have historically pursued, which has risks.

We are in-licensing the ADC Programs, which are focused on new targets and indications that are different from the targets and indications for FYARRO. Transitioning to a new product candidate pipeline has many risks, including the ability to obtain sufficient capital to cover expenses to fund operations. These risks may be further exacerbated by the Divestiture, as FYARRO has historically been our main source of revenue. The ADC Programs represent a new preclinical pipeline with new targets and indications from our current clinical pipeline and FYARRO. As a result, we have competitors that are better established in the market, have greater experience with such line of business or have greater resources than we do. Furthermore, certain of our current employees may have limited experience with discovery, research and development, preclinical studies and clinical trials relating to ADCs and may have limited experience with respect to other programs we may explore as we seek to expand our pipeline. We may also be required to incur additional costs, including hiring additional personnel or equipment or engaging with new service providers. We may also have issues with the transfer of materials or learnings.

The ADC Programs have never been tested in humans. They are comprised of antibodies that have never been tested in humans and linker-payloads that are currently in clinical trials run by independent third parties for other indications.

Our product candidates are next-generation ADCs using the same linker-payload designed by Hangzhou DAC and new antibodies designed by WuXi Biologics. Though ADC-based product candidates have been or are currently being evaluated by others in clinical trials using similar targets or the same linker-payload architectures, our product candidates and their antibody components have never been evaluated in human clinical trials. If our product candidates encounter safety or efficacy problems, developmental delays or regulatory issues or other problems, such problems could impact the development plans for our other product candidates because all of our product candidates are currently use the same linker-payload architecture.

Additionally, if the ADCs being developed by other third parties that use the same linker-payload as our product candidates encounter safety or efficacy problems, our product candidates may face challenges from a development, regulatory or commercialization perspective. Lack of efficacy, adverse events, undesirable side effects or other adverse results may emerge in clinical trials conducted by third parties investigating a similar product candidate or product candidates using the same or similar linkers, payloads or antibodies. Those adverse results can adversely affect the development, approval and commercialization of our product candidates.

Additionally, WuXi Biologics and Hangzhou DAC may enter into other licenses or collaboration partners that allow more third parties to develop and commercialize product candidates with the same or similar components, thereby increasing these risks. Lastly, the linker payloads may use highly potent cytotoxins and payloads that require special manufacturing and handling, which can pose additional risks.

Our product candidates are complex and can be difficult to manufacture.

Our product candidates are complex and can be difficult to manufacture due to the advanced linker-payload architecture. Problems with the manufacturing process, including even minor deviations from the normal process, could result in product defects or manufacturing failures that result in lot failures, product recalls, product liability claims, and insufficient inventory, negative impact on our sales and results of operations and make us a less attractive collaborator for potential partners or subject us to liability for any contamination or injury or failure to comply with applicable laws. We may encounter problems achieving adequate quantities and quality of

- 41 -

clinical-grade materials that meet FDA, EMA or other applicable standards or specifications with consistent and acceptable production yields and costs. There can be no assurance that manufacturing issues will not occur in the future.

We are currently dependent on single-source suppliers for our product candidates and their components, any issues with such supplier, including increases in costs or expenses or delays in supply, could harm our business.

We currently rely on third parties to manufacture or supply our product candidates and their components and raw materials, many of which are sole source manufacturers and suppliers. For the near term, Hangzhou DAC will continue to manufacture the CPT113 linker-payload and WuXi Biologics will continue to manufacture the antibodies underlying our ADC product candidates. A subsidiary of WuXi Biologics will carry forward majority of the IND-enabling CMC, including antibody development, bioconjugation and fill and finish.

Although we have arrangements in place for the manufacture and supply of our product candidates and its key components, our manufacturers or suppliers could discontinue the manufacturing or supply at any time. Our manufacturers or suppliers may not be able to meet our demand whether because of acts of nature, the nature of our agreements with those manufacturers or suppliers or our relative importance to them as a customer, and our manufacturers and suppliers may decide in the future to discontinue or reduce the level of business they conduct with us either entirely or for a particular territory. The loss of any of the foregoing would require significant time and effort to locate and qualify an alternative source of supply, including efforts involved in the technology transfer. These third parties could also seek to renegotiate our arrangements and require that we pay more for the manufacture or supply. Any contractual disputes between us and our manufacturers or suppliers, or the loss of manufacturing ability by such parties could similarly require significant time, effort and expense and materially harm our business.

In addition, we might not be able to identify and qualify additional or replacement suppliers for our product candidates, its key components or the key raw materials used in the manufacture of our product candidates on a timely basis or at all or without incurring significant additional costs. We cannot guarantee that we will be able to establish alternative relationships on similar terms, without delay or at all. We may also face delays in our clinical trials or regulatory delays or be required to seek additional regulatory clearances or approvals if we experience any delay or deficiency in the quality of products obtained from suppliers or if we have to replace our suppliers.

Furthermore, there is a risk of contamination during manufacturing. Any contamination could materially harm our ability to produce products and product candidates on schedule and could cause reputational damage. Some of the raw materials could be difficult to procure and may be subject to contamination or recall. A material shortage, contamination, recall or restriction in the manufacture of any product candidates could adversely impact or disrupt the production of clinical material, which could materially harm our development timelines and our business, financial condition, results of operations and prospects.

We face substantial competition in oncology and in the ADC field.

Many companies are active in the oncology market and are developing or marketing products for the specific therapeutic markets that we target, including both antibody- and non-antibody-based therapies. Similarly, we also face competition from other companies and institutions that continue to invest in innovation in the ADC field, including new payload classes, new conjugation approaches and new targeting moieties. Specifically, we are aware of multiple companies with ADC technologies that may be competitive with our products and product candidates, including, but not limited to, AbbVie, Daiichi Sankyo, Day One Biopharmaceuticals, Eli Lilly, Genmab, GlaxoSmithKline, Gilead, Kelun, Mersana, Sanofi, Roche, Pfizer and Zymeworks. There are hundreds of ADCs in development, the vast majority of which were being developed for the treatment of cancer.

Our industry is characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary products. We face competition with respect to our current products and product candidates and will

- 42 -

face competition with respect to any products and product candidates that we may seek to develop or commercialize in the future. Our competitors include large pharmaceutical and biotechnology companies, academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization. Many of our competitors have significantly greater financial resources and capabilities in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approval and marketing than we do. Furthermore, mergers and acquisitions in the biotechnology industry may result in even more resources being concentrated among a smaller number of our competitors.

In addition, we expect changes to the treatment paradigm, including potential new entrants and new approvals across the lines of therapies. New technologies, procedures or treatments could change the patient population and their eligibility to use our product candidates, raise expectations regarding safety and efficacy results that are necessary for regulatory approval and, if approved, adoption by the medical community, or otherwise render our products and product candidates obsolete and there can be no assurance that our products and product candidates would be able to compete effectively. If we are unable to compete with these new treatment options, physicians may not utilize our products and our future revenues and estimates may be negatively impacted.

We are dependent on third parties having accurately generated, collected, interpreted and reported data from certain preclinical studies that were previously conducted for our product candidates.

We have relied on third parties, including WuXi Biologics and its affiliates, to conduct certain preclinical studies and clinical trials. We are dependent on these third parties having conducted their research and development in accordance with the applicable protocols, legal and regulatory requirements, and scientific standards; having accurately reported the results of all preclinical studies and clinical trials conducted with respect to such product candidates and having correctly collected and interpreted the data from these studies and trials. These risks also apply to any additional product candidates that we may acquire or in-license in the future. If these activities were not compliant, accurate or correct, the clinical development, regulatory approval or commercialization of our product candidates will be adversely affected.

We rely on third parties to conduct preclinical studies and clinical trials and for the manufacture, production, storage and distribution of our products and product candidates and certain commercialization activities for our products.

We rely on, and expect that we will continue to rely on, WuXi Biologics or its affiliates and other third parties to assist in managing, monitoring and otherwise carrying out preclinical studies and clinical trials of our products and product candidates and other third parties for the manufacture, production, storage and distribution of our products and product candidates and certain commercialization activities for our products, including government pricing, reporting and chargeback and rebate processing, pharmacovigilance and adverse event reporting. We have less control over the activities of third parties than we would otherwise have if we relied entirely upon our own staff and we are exposed to different risks, including all the risks associated with such third parties’ businesses and financial condition, than if we performed such functions ourselves. There can be no assurance that these third parties will perform services for us in accordance with our timelines, standards and expectations. If these third parties do not successfully carry out their duties under their agreements or otherwise fail to comply with regulatory requirements, we may experience delays in our research and development activities, be unable to obtain and maintain regulatory approval, be unable to commercialize our products and be required to issue product recalls. In addition, if any of our relationships with these third parties terminate, we may not be able to enter into alternative arrangements on a timely basis or on commercially reasonable terms, and even if successful in entering into alternative arrangements, we may experience significant delays during the transition. This risk may be heightened by our use of single-source supplier arrangements. Furthermore, if a third-party manufacturer cannot maintain a compliance status acceptable to the FDA, or if the EMA or a comparable regulatory authority in another jurisdiction does not approve these facilities for the manufacture of our products and product

- 43 -

candidates or if it withdraws any such approval in the future, we may need to find alternative manufacturing facilities, which would be time-consuming, costly and uncertain and significantly impact our ability to develop, obtain regulatory approval for, source adequate supply of or market our products and product candidates.

We rely on in-license agreements for patent rights with respect to our product candidates and may in the future acquire additional third-party intellectual property rights on which we may similarly rely. We face risks with respect to such reliance, including the risk that we could lose these rights that are important to our business if we fail to comply with our obligations under these licenses.

We rely on third-party license agreements pursuant to which we have non-exclusive and exclusive rights to technology that is incorporated into our development programs and product candidates. For example, under our License Agreement with WuXi Biologics, we have been granted worldwide development and commercialization rights to the ADC Programs, which includes rights to use the linker-payloads that WuXi Biologics has licensed from Hangzhou DAC. These license agreements impose diligence, milestone payment, royalty payment and other obligations on us. For more information regarding our in-license agreement with WuXi Biologics, see “The Pipe Financing and License Agreement—The License Agreement.”

Termination of the License Agreement or reduction or elimination of our licensed rights may require us to negotiate new or reinstated licenses with less favorable terms or to cease all development and commercialization of our current product candidates. In addition, delay in appointing or finding a suitable replacement provider, if one exists, could make it difficult for us to operate our business for that period. If any such events were to occur, they could have a material adverse effect on our business prospects, financial condition and results of operations.

Moreover, the growth of our business may depend in part on our ability to acquire, in-license or use additional third-party intellectual property rights. The licensing and acquisition of third-party intellectual property rights is a competitive area, and a number of more established companies are also pursuing strategies to license or acquire third-party intellectual property rights that we may consider attractive. These established companies may have a competitive advantage over us due to their size, cash resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Licenses to additional third-party intellectual property, technology and materials that may be required for the development and commercialization of our product candidates or technology may not be available at all or on commercially reasonable terms. In that event, we may be required to expend significant time and resources to redesign our product candidates or to develop or license replacement technology, all of which may not be feasible on a technical or commercial basis. If we are unable to do so, we may be unable to develop or commercialize our future product candidates or technologies, which could materially harm our business, financial condition, results of operations and growth prospects.

Our current and any potential future licensors might conclude that we have materially breached our license agreements and might therefore terminate the relevant license agreements, thereby removing our ability to develop and commercialize products and technology covered by such license agreements. If any of our current or future in-bound license agreements are terminated, or if the underlying patents fail to provide the intended exclusivity, competitors would have the freedom to seek regulatory approval of, and to market, products that are covered by such license agreements and underlying patents, which might be identical to our products or product candidates. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations and growth prospects. Our business also would suffer if any current or future licensors fail to abide by the terms of the license or fail to enforce licensed patents against infringing third parties, if the licensed patents or other rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights.

Any licensor of ours may have relied on third-party consultants or collaborators or on funds from third parties, such as the United States government, such that such licensor is not the sole and exclusive owners of the patents

- 44 -

we in-licensed. If other third parties have ownership rights or other rights to our in-licensed patents, they may be able to license such patents to our competitors, and our competitors could market competing products and technology. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

Our business is subject to the risks associated with doing business in China.

As a result of our reliance on WuXi Biologics and Hangzhou DAC, both located in China, our results of operations, financial condition, and prospects are subject to a significant degree to economic, political, and legal developments in China including government control over capital investments or changes in tax regulations that are applicable to us. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate and control of foreign exchange, and allocation of resources. Since we rely on an entity located in China, our business is subject to the risks associated with doing business in China, including:

WuXi Biologics is identified in the proposed U.S. legislation known as the BIOSECURE Act as a biotechnology “company of concern.” The current version of the BIOSECURE Act introduced in the House of Representatives would prohibit federal agencies from entering into procurement contracts with, as well as providing grants and loans to, an entity that uses biotechnology equipment or services from a biotechnology company of concern, and includes a grandfathering provision allowing biotechnology equipment and services provided or produced by named “biotechnology companies of concern” under a contract or agreement entered into before the effective date until January 1, 2032. The pathway and timing for the BIOSECURE Act or its provisions to become law are uncertain, although the bill was passed in the House of Representatives on September 9, 2024. Depending on whether the BIOSECURE Act becomes law, what the final language of the BIOSECURE Act includes, and how the law is interpreted by U.S. federal agencies, we could be potentially restricted from pursuing U.S. federal government business or grants in the future if we continue to use WuXi Biologics (Hong Kong) or other parties identified as “biotechnology companies of concern” beyond the grandfathering period. Foreign CMOs may be the target of U.S. legislation, including the proposed BIOSECURE Act, trade restrictions and other foreign regulatory requirements which could increase the cost or reduce the supply of material available to us, delay the procurement or supply of such material, restrict or even prohibit our ability to work with such CMOs, or have an adverse effect on our ability to secure significant commitments from governments to purchase potential therapies.

For example, the biopharmaceutical industry in China is strictly regulated by the Chinese government. Changes to Chinese regulations or government policies affecting biopharmaceutical companies are unpredictable and may

- 45 -

have a material adverse effect on our partners, licensors, suppliers, manufacturers or collaborators in China which could have an adverse effect on our business, financial condition, results of operations and prospects. Evolving changes in China’s public health, economic, political, and social conditions and the uncertainty around China’s relationship with other governments, such as the United States and the UK, could also negatively impact our ability to manufacture our product candidates for our planned clinical trials or have an adverse effect on our ability to secure government funding, which could adversely affect our financial condition and cause us to delay our clinical development programs. Furthermore, if the BIOSECURE Act is passed and one or more of our manufacturers or suppliers in China, including WuXi Biologics, is deemed to be a biotechnology company of concern, our operations and financial condition may be negatively impacted as a result of any delays or increased costs arising from the trade restrictions and other foreign regulatory requirements affecting such third parties. In addition, while we may work to establish relationships with CROs and CMOs outside of China, moving to those suppliers in the event of a geopolitical instability affecting our collaborators in China could introduce delays into the development program.

U.S.-China trade relations may adversely impact our supply chain operations and business.

The U.S. and Chinese governments have taken certain actions that change trade policies, including tariffs that affect certain products which are manufactured in China and mutual exchange of certain types of data. Due to our reliance on WuXi Biologics and Hangzhou DAC to supply and manufacture our product candidates and their components, we are reliant on collaborating with a company with significant operations in China. It is unknown whether and to what extent new tariffs, laws or regulations will be adopted that increase the cost or feasibility of importing and/or exporting products, components and information from China to the United States and vice versa. Further, the effect of any such new tariffs or actions on our industry and customers is unknown and difficult to predict. As additional new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or if China or other affected countries take retaliatory trade actions, such changes could have a material adverse effect on our clinical development plans, business, financial condition, results of operations or cash flows.

Risk Related to Aadi

For more information regarding risks related to Aadi’s historical business, as well as other risk factors applicable to Aadi and its industry, see “Aadi Risk Factors” beginning on page [●].

- 46 -

THE DIVESTITURE

The following is a discussion of the Divestiture. The description of the Divestiture Agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Divestiture Agreement, which is attached as Annex A to this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Divestiture that is important to you. You are encouraged to read the Purchase Agreement carefully and in its entirety, as it is the legal document that governs the Divestiture.

Parties to the Divestiture

Aadi Bioscience, Inc.

Aadi is a precision oncology company making bold choices in applying technology to efficiently deliver improved therapies for people with difficult-to-treat cancers. Aadi is a corporation organized under the laws of the State of Delaware. Shares of Aadi common stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “AADI.”

Aadi Subsidiary, Inc.

Aadi Sub is wholly owned subsidiary of Aadi and the operating company for the FYARRO Business. Aadi Sub is a corporation organized under the laws of the State of Delaware.

KAKEN PHARMACEUTICAL CO., LTD.

KAKEN PHARMACEUTICAL CO., LTD. (“Kaken Parent”) develops, produces, and sells pharmaceuticals and agrochemicals. Kaken Parent’s products are mainly for orthopedics and dermatology. Kaken also manufactures feed additives.

KAKEN INVESTMENTS INC.

KAKEN INVESTMENTS INC. (“Kaken”) was formed on December 13, 2024, for the purpose of engaging in the transactions contemplated by the Divestiture Agreement. Kaken has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the Divestiture Agreement.

Effects of the Divestiture

On the terms and subject to the conditions set forth in the Divestiture Agreement, at the completion of the Divestiture, (1) Aadi will sell, assign, transfer, convey and deliver 100% of the issued and outstanding shares of Aadi Sub’s capital stock (all of which are owned beneficially and of record by Aadi) to Kaken, and (2) Kaken will purchase 100% of the issued and outstanding shares of Aadi Sub’s capital stock from Aadi.

Effect on Aadi if the Divestiture is Not Completed

If the Divestiture Agreement is not approved by our stockholders, or if the Divestiture is not completed for any other reason, Aadi will not receive payment for its shares of Aadi Sub’s capital stock in connection with the Divestiture. Instead, (1) Aadi Sub will remain a wholly owned subsidiary of Aadi, (2) Aadi will remain the sole owner of capital stock of Aadi Sub, and (3) Aadi will continue to file periodic reports with the SEC including Aadi Sub. In addition, if the Divestiture is not completed, we expect that: (A) our management will continue to operate the FYARRO Business as it is currently being operated, and (B) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject.

- 47 -

Furthermore, if the Divestiture is not completed, and depending on the circumstances that cause the Divestiture not to be completed, the price of our common stock may decline significantly.

Accordingly, there can be no assurance as to the effect of the Divestiture not being completed on the future value of your shares of our common stock. If the Divestiture is not completed, Aadi’s board of directors will continue to evaluate and review, among other things, Aadi and Aadi Sub’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the Divestiture Agreement is not approved by our stockholders or if the Divestiture is not completed for any other reason, the business, prospects or results of operation of Aadi and Aadi sub may be adversely impacted.

In specified circumstances in which the Divestiture is not completed and the Divestiture Agreement is terminated, Aadi has agreed to pay Kaken the termination fee of $3.5 million.

Background of the Divestiture

In an effort to enhance stockholder value, Aadi’s board of directors and management regularly review and discuss its near and long-term operating and strategic priorities. Among other things, these reviews and discussions focus on the opportunities and risks associated with Aadi’s development programs, financial condition, and its strategic relationships and potential long-term strategic options.

In the fourth quarter of 2021, the U.S. Food and Drug Administration (the “FDA”) approved FYARRO sirolimus protein-bound particles for injectable suspension (albumin-bound) for the treatment of adult patients with locally advanced unresectable or metastatic malignant perivascular epithelioid cell tumor (“PEComa”), a rare cancer. Aadi exclusively licenses FYARRO (previously called ABI-009, nab-sirolimus), from Abraxis BioScience, LLC, a wholly owned subsidiary of Celgene Corporation, which is a wholly owned subsidiary of Bristol-Myers Squibb Company (“BMS”). In the first quarter of 2022, Aadi launched FYARRO in the United States for the treatment of advanced malignant PEComa and recognized net product sales of $24.4 million and $15.2 million for the years ended December 31, 2023 and 2022, respectively, and $18.7 million for the nine months ended September 30, 2024. Also in the first quarter of 2022, Aadi initiated a registration-directed tumor-agnostic Phase 2 study (“PRECISION1”) of FYARRO in patients with Tuberous Sclerosis Complex 1 and 2 (“TSC1” & “TSC2”) alterations.

In the third quarter of 2023, Aadi expanded its FYARRO pipeline through the further investigation of mTOR pathway inhibition in endometrial cancer and neuroendocrine tumors (NETs). Aadi initiated a Phase 2 open-label, multi-institutional study to evaluate the efficacy and safety of the combination of FYARRO with letrozole for the treatment of advanced or recurrent endometrioid-type endometrial cancer (EEC) and a Phase 2 multicenter, open-label, single-arm trial to evaluate FYARRO in adult patients with functional or non-functional, well-differentiated, locally advanced unresectable or metastatic NETs of the GI tract, lung, or pancreas who have received no more than two prior lines of therapy.

On December 14, 2023, Aadi announced results from a planned interim analysis on the first third of patients participating in the PRECISION1 trial, following which Aadi experienced a 56% drop in its stock price to $2.34 per share. Following such announcement, Aadi’s board of directors and management regularly discussed the continued progress of the PRECISION1 trial and related risks and uncertainties; the potential range of outcomes for the PRECISION1 trial; the business case for FYARRO beyond the PRECISION1 trial, including in EEC and NETs; and alternate options for value realization from FYARRO, including a potential sale of the asset. During this time, Aadi’s board of directors and management also regularly discussed strategic opportunities for the company separate from FYARRO, including the potential acquisition or in-licensing of new drug programs, which discussions and related process are described in further detail under “Background of the PIPE Financing and the License Agreement” in the PIPE Financing Proposal.

On May 3, 2024, Aadi signed an engagement letter with Leerink Partners to serve as Aadi’s financial advisor in connection with its comprehensive assessment of strategic options, including those related to a potential sale of FYARRO.

- 48 -

On July 15 and July 16, 2024, at the direction of Aadi, Leerink Partners reached out to 28 companies, including Bidder B, Bidder C, Bidder D, Bidder E, Bidder F, and Bidder G among other parties), of which 23 participated in introductory calls, 13 signed nondisclosure agreements (of which 10 opted to participate in management meetings) and received virtual data room access to conduct commercial and scientific due diligence on FYARRO, including Bidder A, Bidder B, Bidder C, Bidder D, Bidder E, Bidder F, and Bidder G.

On July 26, 2024, representatives of Leerink Partners and Bidder F met via videoconference to discuss a potential transaction involving FYARRO.

On August 8, 2024, representatives of Aadi and Bidder B met via videoconference to discuss the FYARRO commercial business and Bidder B’s initial due diligence questions.

On August 14, 2024, representatives of Leerink Partners and Bidder F met via videoconference to discuss Bidder F’s level of interest in a potential transaction and due diligence progress.

On August 16, 2024, Aadi’s board of directors held a virtual meeting at which Aadi management presented interim analysis results for the PRECISION1 trial, as well as an analysis by the Independent Data Monitoring Committee that the trial was unlikely to exceed an efficacy threshold necessary to support accelerated approval, a critical goal for the trial. Based on such interim data and analysis, and to preserve Aadi’s cash, management recommended that the PRECISION1 trial be discontinued. Management also recommended the suspension of new enrollment for the two ongoing Phase 2 trials of FYARRO in EEC and NETs, as well as a substantial workforce reduction, including a reduction of the company’s research and development workforce by 80%. Following discussion, Aadi’s board of directors approved each of the aforementioned recommendations. At the same meeting, Aadi’s board of directors and management discussed Aadi’s strategic initiatives, including a potential transaction involving FYARRO and the status of Leerink Partners’ outreach regarding the same and discussions to date with potential interested parties. Aadi’s board of directors further discussed with management Aadi’s communication plan regarding the items discussed at the meeting.

On August 20, 2024, Aadi issued a press release announcing interim analysis results for the PRECISION1 trial, the halt of the PRECISION1 trial based on such results, the suspension of new enrollment for the two ongoing Phase 2 trials of FYARRO in EEC and NETs, and the workforce reduction. The press release also announced that Aadi was pivoting to focus on preserving cash and maximizing the FYARRO commercial business, as well as conducting a comprehensive strategic review to maximize stockholder value.

On August 21, 2024, Aadi’s board of directors held a virtual meeting to discuss Aadi’s strategic process, with Aadi’s management team and representatives of Leerink Partners and Wilson Sonsini Goodrich and Rosati P.C. (“Wilson Sonsini”), Aadi’s outside legal counsel, in attendance. At the meeting, representatives of Leerink Partners provided an update regarding the results of its informal outreach efforts in respect of a potential transaction involving FYARRO, potential interested parties and levels of interest, and the status of management meetings and due diligence activities. Aadi’s board of directors discussed the details and timing of a formal sale process and the contents of a formal process letter that would be delivered to counterparties, and representatives of Wilson Sonsini summarized the fiduciary duties of Aadi’s board of directors related to such process. Following discussion, Aadi’s board of directors authorized Leerink Partners, on behalf of Aadi, to initiate a formal process to sell FYARRO and to distribute a process letter to potential counterparties. In an effort to retain flexibility and maximize potential value to Aadi stockholders, Aadi determined that any outreach process would not be proscriptive as to the precise form of transaction structure pursuant to which FYARRO might be acquired: an asset or subsidiary divestiture, a sale of the whole company (i.e., a transaction under which all of the equity of Aadi (the Nasdaq-listed public company) would be sold), or otherwise.

On August 21, 2024, representatives of Bidder C contacted representatives of Leerink Partners to convey initial interest in the FYARRO commercial business and to schedule a management meeting.

- 49 -

On August 22, 2024, representatives of Aadi and Bidder D met via videoconference to discuss the FYARRO commercial business and Bidder D’s questions arising from its due diligence review. On that same day, representatives of Aadi and Bidder A met via videoconference to discuss the FYARRO commercial business and Bidder A’s interest in proceeding with a potential acquisition of the FYARRO commercial business.

On August 22, 2024, at the direction of Aadi, representatives of Leerink Partners sent a process letter on behalf of Aadi to nine companies (all of which had either attended a management presentation or were in the process of scheduling one), seeking preliminary, non-binding indications of interest for a potential transaction. The process letter instructed that all such indications of interest be submitted by September 11, 2024. Between August 26, 2024, and October 2, 2024, at the direction of Aadi, representatives of Leerink Partners sent process letters to an additional five interested parties.

On August 26, 2024, representatives of Leerink Partners and Bidder G met via videoconference to discuss Bidder G’s interest in the FYARRO commercial business.

On August 28, August 29 and September 3, 2024, Bidder E, Bidder A and Bidder G, respectively, signed nondisclosure agreements with Aadi and received virtual data room access. Over the next few weeks, such parties conducted commercial and scientific due diligence on the FYARRO commercial business.

On September 4, 2024, representatives of Aadi and Bidder C met via videoconference to discuss the FYARRO commercial business and Bidder C’s initial due diligence questions.

On that same day, representatives of Aadi and Bidder E met via videoconference to discuss the FYARRO commercial business and Bidder E’s initial due diligence questions.

On September 5, 2024, representatives of Aadi and Bidder G met via videoconference to discuss the FYARRO commercial business and Bidder G’s initial due diligence questions.

On September 9, 2024, Bidder A submitted a non-binding indication of interest to acquire Aadi, in a transaction structured as a sale of the whole company, at a valuation of approximately $2.20 per share on a fully diluted basis, an implied premium of 20% over Aadi’s closing price on September 6, 2024 ($1.83).

On September 11, 2024, Bidder B submitted a non-binding indication of interest to acquire the FYARRO assets for cash consideration at closing of $80 million, on a cash-free, debt-free basis (the “Bidder B September 11 Proposal”). Bidder B planned to finance the transaction with a combination of cash on hand, new equity from Bidder B’s private equity sponsor, and debt from existing lenders with whom Bidder B and its private equity sponsor have longstanding relationships.

On that same day, Bidder C submitted a non-binding indication of interest to exclusively license the FYARRO assets for the PEComa indication for cash consideration at closing of $45 million.

On September 12, 2024, Bidder D submitted a non-binding indication of interest to exclusively license the FYARRO assets for: (i) a one-time upfront cash payment of $35.0 million; (ii) two potential one-time commercial milestone cash payments of $5.0 million and $10.0 million; and (iii) certain ongoing cash royalty payments.

On that same day, Bidder E communicated via email to representatives of Leerink Partners that it was interested in acquiring the FYARRO assets for cash consideration at closing of $50 million.

On September 13, 2024, Bidder F submitted a non-binding indication of interest to acquire the FYARRO assets for: (i) a cash payment of $15.0 million at closing; (ii) a potential one-time commercial milestone cash payment of $5.0 million; and (iii) certain ongoing royalty payments.

- 50 -

On September 16, 2024, Aadi’s board of directors held a virtual meeting, with Aadi management and representatives of Leerink Partners and Wilson Sonsini in attendance, to discuss the status of the strategic process, including the five non-binding indications of interest received to date and the email bid from Bidder E. Representatives of Leerink Partners provided an overview of each non-binding indication of interest and the email bid from Bidder E, discussing, among other factors, the consideration offered by each bidder, due diligence activities to date by each bidder, and assessments of each bidder’s financial strength, ability to sign and close expeditiously, and ability to successfully continue to commercialize FYARRO for the benefit of patients and any potential earnouts, and answered questions from Aadi’s board of directors related to the same. Aadi’s board of directors then considered and deliberated regarding potential transaction structures and which potential transaction structure would be most beneficial to Aadi and its stockholders: either a sale of the whole company, or a sale of the FYARRO assets or a stock sale of Aadi Sub which houses the agreements, assets, employees, intellectual property, and license agreement to commercialize FYARRO. It was noted that Aadi had received one bid for a sale of the whole company, which was significantly less attractive and competitive when compared to the other bids which proposed alternative transaction structures. It was also noted that, despite the fact that buyers of the FYARRO assets were likely to insist on indemnity of some kind, whether as part of an asset sale or an acquisition of Aadi Sub, the consideration being proposed by potential acquirors in such structure was nonetheless significantly higher than the consideration being proposed in the bid to acquire the whole company. Based on this evaluation, Aadi’s board of directors instructed Leerink Partners to provide feedback to the bidders regarding their indications of interest, with Bidder B advancing into confirmatory due diligence and Bidder A, Bidder C, Bidder D, Bidder E, and Bidder F being asked to improve their proposals in order to advance in the process. On September 17, 2024, representatives of Leerink Partners delivered such feedback to the bidders.

On September 19, 2024, representatives of Aadi’s management team, Leerink Partners and Bidder B met via videoconference to discuss financial due diligence questions.

On September 19, 2024, Bidder G submitted a non-binding indication of interest to acquire the FYARRO assets for: (i) a cash payment of $25.0 million at closing; (ii) five potential one-time milestone cash payments of up to $85.0 million in the aggregate, contingent upon the achievement of certain regulatory milestones in various indications; (iii) six potential one-time cash milestone payments of up to $117.5 million in the aggregate, contingent upon the achievement of certain commercial sales milestones; and (iv) certain ongoing royalty payments.

On September 20, 2024, Bidder E submitted a non-binding indication of interest to acquire the FYARRO assets for cash consideration at closing of $50 million (formalizing the prior email communication sent on September 12).

On September 20, 2024, Bidder A submitted a revised non-binding indication of interest to acquire Aadi, in a transaction structured as a sale of the whole company, for the following consideration: (i) $3.11 per share on a fully diluted basis, an implied premium of 70% over the closing price on September 19, 2024 ($1.83); and (ii) a contingent value right that would pay up to an additional $20.0 million in the aggregate, contingent upon the achievement of certain commercial milestones.

On September 20, 2024, representatives of Aadi, Leerink Partners, Wilson Sonsini, Bidder B and Bidder B’s outside legal counsel met via videoconference to discuss legal and tax due diligence questions, and discussed the optimal structure of a transaction for each party. During the week of September 23, 2024, representatives of Aadi and Bidder B held several additional videoconference meetings to discuss technical, corporate, tax and legal due diligence questions.

On September 23, 2024, representatives of Leerink Partners and Bidder C met via videoconference to discuss certain due diligence questions to which Bidder C required answers before it could submit a revised proposal. Over the following week, Aadi’s management team and representatives of Leerink Partners responded to such questions.

- 51 -

On September 25, 2024, certain of Aadi’s directors and management team members met via videoconference to discuss and consider the non-binding indications of interest received to date, including the non-binding indication of interest from Bidder G which was determined not to be competitive due to the relatively small cash payment at closing and milestone payments that were uncertain and out of Aadi’s control. Following discussion, at the direction of Aadi’s board of directors, representatives of Aadi’s management team and Leerink Partners contacted representatives of Bidder A, Bidder E, and Bidder G with feedback stating that Aadi’s board of directors viewed their respective proposals as insufficient to advance to the next round, but might reconsider following receipt of a new proposal.

On September 27, 2024, representatives of Aadi, Leerink Partners and Bidder B met via videoconference to discuss Bidder B’s commercial due diligence questions. On the same day, at the direction of Aadi, representatives of Leerink Partners shared with representatives of Bidder B a draft stock purchase agreement which contained a proposed transaction structure under which Bidder B would acquire the FYARRO assets by purchasing all of the outstanding equity of Aadi Sub and pursuant to which Aadi would not provide post-closing indemnification with respect to the operations of Aadi Sub.

On October 1, 2024, representatives of Aadi, Leerink Partners and Bidder B met via videoconference to discuss Bidder B’s regulatory due diligence questions.

On October 2, 2024, representatives of Bidder B informed representatives of Leerink Partners of their preference to structure the proposed acquisition of FYARRO as an asset purchase instead of a purchase of all of the outstanding equity of Aadi Sub, which purchase would entail an allocation of liabilities and indemnifications customary for asset sale transactions.

On that same day, Bidder C submitted a revised non-binding indication of interest to exclusively license the FYARRO assets for the PEComa indication for: (i) a cash payment of $50.0 million at closing; and (ii) two potential one-time milestone cash payments of up to an aggregate of $5.0 million, contingent upon the achievement of certain commercial milestones.

Also on that same day, Bidder G communicated to representatives of Leerink Partners via email that it was unable to improve upfront consideration in a revised proposal but could potentially improve contingent consideration.

Also on that same day, representatives of Nomura Securities Co., Ltd. (“Nomura”), financial advisor to Kaken Parent, contacted representatives of Leerink Partners to express interest in FYARRO on behalf of Kaken Parent.

On October 3, 2024, Aadi’s board of directors held a virtual meeting, with members of Aadi’s management team and representatives of Leerink Partners and Wilson Sonsini in attendance. At the meeting, representatives of Leerink Partners reviewed each of the non-binding indications of interest received to date, discussing for each bidder the valuation and nature of consideration offered, due diligence and execution timing, background and strategic rationale, and other considerations. Following discussion of the indications of interest and next steps, including messaging for each bidder, Aadi’s board of directors instructed Leerink Partners to distribute a second-round process letter to the bidder group.

On October 4, 2024, representatives of Aadi, Bidder B and Leerink Partners met via videoconference to discuss Bidder B’s financial and supply chain due diligence questions.

On October 4, 2024, representatives of Aadi, Leerink Partners, Wilson Sonsini, Bidder B and Bidder B’s legal counsel met via videoconference to discuss transaction structure, particularly Bidder B’s preference to structure the acquisition of FYARRO as an asset purchase.

On October 4, 2024, Bidder E informed representatives of Leerink Partners via telephone and email that Bidder E’s best offer would be $55 million, comprised entirely of cash at closing, to purchase the FYARRO assets.

- 52 -

On October 4, 2024, representatives of Nomura confirmed to representatives of Leerink Partners that Kaken was interested in entering the bid process for FYARRO, despite its understanding that it was a late entrant. On October 7, 2024, at the direction of Aadi, representatives of Leerink Partners shared the first-round process letter with representatives of Nomura.

On October 8, 2024, following a request for feedback on Bidder C’s most recent proposal, representatives of Leerink Partners informed representatives of Bidder C’s financial advisor that Bidder C must improve the upfront consideration in its revised non-binding indication of interest to be competitive.

On October 9, 2024, representatives of Aadi, Bidder B and Leerink Partners met via videoconference to discuss Bidder B’s due diligence questions and requests, as well as certain proposed closing conditions for the definitive agreement.

On October 10, 2024, at the direction of Aadi, representatives of Leerink Partners distributed a second-round process letter to active bidders, requesting updated non-binding indications of interest by October 15, 2024. On that same day, at the direction of Aadi, representatives of Leerink Partners shared with Bidder B an updated draft of what had been a stock purchase agreement, but which had been revised to reflect the asset purchase structure proposed by Bidder B (the “Bidder B APA”).

On October 17, 2024, representatives of Aadi, Bidder B and Leerink Partners met via videoconference to discuss Bidder B’s due diligence questions.

On October 17, 2024, representatives of Nomura, on behalf of Kaken Parent, submitted to representatives of Leerink Partners a non-binding indication of interest to acquire all of the outstanding shares of Aadi on a fully-diluted basis for $80.0 million, on a cash-free, debt-free basis, representing an implied premium of 145% over the closing price of $2.13 as of October 15, 2024 (the “Kaken October 17 Proposal”).

On October 18, 2024, representatives of Leerink Partners informed representatives of Bidder B’s financial advisor that a competitive bid had been received by another party. On October 22, 2024, representatives of Leerink Partners and Bidder B’s financial advisor met via videoconference to further discuss whether, in light of such development, Bidder B would be interested in improving its bid.

On October 22, 2024, representatives of Bidder B sent to representatives of Leerink Partners a revised non-binding indication of interest (the “Bidder B October 22 Proposal”) to acquire the FYARRO business in an all-cash transaction structured as an asset purchase, with up-front consideration at closing of $80 million. Such consideration would be financed through Bidder B’s existing balance sheet cash, debt from its existing lenders, and new equity from its private equity sponsor. At this time, representatives of Bidder B summarized open due diligence items and also requested Aadi’s consent under Bidder B’s confidentiality agreement to share confidential information with Bidder B’s lender base (which Aadi provided). Concurrently with the delivery of the Bidder B October 22 Proposal, representatives of Bidder B shared with representatives of Leerink Partners a revised draft of the Bidder B APA which proposed a number of changes, including with respect to: adding certain closing conditions requiring amendments and negotiations of third party agreements; adding certain covenants relating to Bidder B’s proposed debt and equity financing arrangements, including a reverse termination fee equal to 5.5% of the base purchase price in the event that the transaction does not close due to a financing failure; and specifying a termination fee equal to 5.5% of the base purchase price that Aadi would be liable to pay in customary circumstances, including in the event that Aadi’s board of directors were to change its recommendation or accept a superior proposal from a third party; and adding provisions implying Bidder B would be seeking third party debt financing in order to be able to consummate the transaction.

On that same day, Bidder E submitted a revised non-binding indication of interest to acquire the FYARRO assets for cash consideration at closing of $65 million, on a cash-free, debt-free basis (the “Bidder E October 22 Proposal”).

- 53 -

On October 24, 2024, representatives of Leerink Partners and Bidder B met via videoconference to discuss Bidder B’s proposed revisions to the Bidder B APA.

On October 25, 2024, Aadi’s board of directors held a virtual meeting, with representatives of Aadi’s management team, Leerink Partners and Wilson Sonsini in attendance, to discuss the strategic process. At the meeting, representatives of Leerink Partners summarized the terms of the then-pending indications of interest, including the Kaken October 17 Proposal, the Bidder B October 22 Proposal, and the Bidder E October 22 Proposal, as well as Leerink Partners’ recent communications with the representatives of each bidder. Representatives of the management team further presented regarding the revised draft of the Bidder B APA, particularly Bidder B’s stated intention to obtain debt financing and the proposed closing conditions requiring amendments and negotiations of third party agreements. Aadi’s board of directors instructed the members of Aadi’s management to further analyze such closing conditions and to refrain from continuing more granular negotiation of the terms of the Bidder B APA until it had obtained a high certainty that Aadi would be able to satisfy those closing conditions. Aadi’s board of directors then discussed and deliberated regarding different transaction structures (including a sale of the whole company, a disposition of the FYARRO business structured as an asset sale, and a disposition of the FYARRO business structured as a sale of Aadi Sub) and related considerations, including, among others: (i) the timing of returning cash to Aadi’s stockholders; (ii) for transaction structures other than a sale of the whole company, the potential of increasing the bid amount for FYARRO on the basis of certain liabilities not transferring to the bidder; and (iii) for transaction structures other than a sale of the whole company, the additional flexibility afforded to Aadi’s board of directors in evaluating Aadi’s strategic options to create long-term stockholder value by remaining as a public company, including the potential in-license of new assets. Aadi’s board of directors also approved advancing Bidder E and Kaken into confirmatory due diligence based on the strength of their respective proposals.

On October 25, 2024, representatives of Aadi, Wilson Sonsini, BMS’s legal counsel, Bidder B and Bidder B’s legal counsel met via videoconference to discuss certain intellectual property due diligence matters.

On October 28, 2024, at the direction of Aadi, representatives of Leerink Partners sent a draft merger agreement to representatives of Nomura to share with Kaken (in light of Kaken’s initial proposal set forth in the Kaken October 17 Proposal, which contemplated a sale of the whole company).

On November 1, 2024, representatives of Leerink Partners and Nomura met via videoconference to further discuss the Kaken October 17 Proposal, the draft merger agreement, and related issues.

On November 5, 2024, at a virtual meeting organized by representatives of Leerink Partners, representatives of Aadi’s management team presented to representatives of Kaken’s management team and Nomura regarding the FYARRO business and related matters.

Beginning on November 6, 2024, representatives of Aadi’s management team, Kaken Parent’s management team, Leerink Partners, Nomura, Wilson Sonsini and McDermott Will & Emery LLP (“McDermott”), outside legal counsel to Kaken Parent, held a number of meetings via videoconference to discuss various due diligence matters, including legal, finance and accounting, and intellectual property.

On November 7, 2024, representatives of Bidder B sent a proposed exclusivity agreement to representatives of Leerink Partners, under which it was proposed that Aadi agree to exclusivity through December 6, 2024.

On November 8, 2024, after consulting with members of Aadi’s management team, representatives of Leerink Partners informed representatives of Bidder B via telephone that, given the competitive process, Aadi was not in position to consider an exclusivity request from Bidder B without a significant improvement in the offer and removal of certain closing conditions.

On November 12, 2024, representatives of Leerink Partners, Nomura, Wilson Sonsini, and McDermott met via videoconference to discuss the Kaken October 17 Proposal and related transaction structure, particularly whether Kaken would consider acquiring the FYARRO business by purchasing Aadi Sub.

- 54 -

On November 13, 2024, at the direction of Aadi, representatives of Leerink Partners sent a draft stock purchase agreement (“Divestiture Agreement”) to representatives of Nomura, under which Kaken would acquire the FYARRO business by purchasing Aadi Sub. On that same day, representatives of Leerink Partners and Nomura met via videoconference in advance of the upcoming in-person site visit by representatives of Kaken Parent to Aadi’s New Jersey and California facilities.

On November 14, 2024, representatives of Bidder B contacted representatives of Leerink Partners to withdraw the previously delivered exclusivity request, noting that Bidder B was not at that time prepared to improve its offer.

On November 14, 2024, representatives of Nomura met in-person with representatives of Aadi’s management team and Leerink Partners at Aadi’s New Jersey facilities.

On November 15, 2024, representatives of Kaken Parent and Nomura met in-person with representatives of Aadi’s

management team and Leerink Partners at Aadi’s California facilities.

On November 20, 2024, at the direction of Aadi, representatives of Leerink Partners shared a revised draft of the Bidder B APA with representatives of Bidder B. Among other things, the revised draft proposed a termination fee of 2.75% that Aadi would be liable to pay in specified circumstances, an aggregate equity commitment equal to the full transaction consideration, and the removal of the concurrent closing of the debt financing as a prerequisite to Aadi’s right of specific performance. The draft also substantially revised Bidder B’s proposed closing conditions requiring amendments and negotiations of third party agreements to ensure a high certainty of closing.

On November 28, 2024, representatives of Nomura delivered to representatives of Leerink Partners (i) a revised non-binding indication of interest, approved by Kaken Parent’s board of directors, pursuant to which Kaken (or an affiliate) would acquire the FYARRO business by purchasing Aadi Sub for cash consideration at closing of $85 million (payable from Kaken Parent’s balance sheet), on a debt-free and cash-free basis (the “Kaken November 28 Proposal”), and (ii) a revised draft of the Divestiture Agreement. Among other things, the revised draft of the Divestiture Agreement proposed a termination fee that Aadi would be liable to pay in specified circumstances equal to approximately $6 million; post-closing indemnification for breaches of Aadi’s representations and warranties; an indemnity escrow fund equal to 15% of the $85 million base purchase price; a price adjustment escrow fund in an amount not specified; a closing condition that certain pre-closing restructuring transactions between Aadi and Aadi Sub (collectively, the “Pre-Closing Restructuring”) be completed prior to closing; and a closing condition that certain employees will have agreed to remain with Aadi Sub as of and after the closing (collectively, the “Retained Employees”). The revised draft of the Divestiture Agreement also contemplated that certain stockholders, in addition to Aadi’s directors and officers, would sign Support Agreements with respect to the transaction.

Later that same day, representatives of Nomura and Leerink Partners met via videoconference and discussed the Kaken November 28 Proposal and the revised draft of the Divestiture Agreement, certain process and timing points, and Kaken Parent’s open due diligence items. Representatives of Nomura also communicated that they did not expect that Kaken Parent would further increase the base purchase price above $85 million.

On December 2, 2024, representatives of Leerink Partners and Bidder B held a videoconference meeting at which, at the direction of Aadi, representatives of Leerink Partners informed Bidder B that the Bidder B October 22 Proposal now ranked behind a competing bidder on economic terms and encouraged Bidder B to improve its offer.

On December 2, 2024, representatives of Wilson Sonsini and McDermott met via videoconference to discuss the most recent draft of the Divestiture Agreement circulated by Nomura. Among other things, Wilson Sonsini

- 55 -

informed McDermott that the closing conditions regarding the Pre-Closing Restructuring and the Retained Employees required further clarification so as to make the satisfaction of such closing conditions reasonably within Aadi’s control. Wilson Sonsini also communicated that the indemnity and escrow fund constructs added to the Divestiture Agreement were not present in other competitive proposals and suggested that Kaken Parent remove these and consider procuring a representation and warranty insurance (“RWI”) policy instead.

On December 4, 2024, at the direction of Aadi, representatives of Leerink Partners shared a revised draft of the Divestiture Agreement with representatives of Nomura. Among other things, the revised draft removed the proposed indemnity and escrow fund constructs; removed the proposed indemnification mechanism for breaches of Aadi representations and warranties; replaced the proposed termination fee of $6 million with an amount to be determined; and removed the closing conditions related to the Pre-Closing Restructuring and the Retained Employees.

On that same day, upon the unsolicited request of a new potential bidder, Bidder H, and representatives of Leerink Partners met via videoconference with representatives of Bidder H to discuss its interest in the FYARRO business and in participating in the bid process.

On December 5, 2024, representatives of Wilson Sonsini and McDermott met via videoconference to discuss the updated draft of the Divestiture Agreement including, among other things, the Pre-Closing Restructuring (which McDermott clarified was intended to encompass a series of transactions that would ensure that substantially all operations of Aadi with respect to FYARRO would be possessed by Aadi Sub and not remain within the publicly listed company), indemnification for breaches of representations and warranties, and the potential procurement of a RWI policy.

On December 5, 2024, Dr. Lennon and the chief executive officer of Bidder B (the “Bidder B CEO”) held a telephone call to discuss the Bidder B APA and related status and timing. During the call, Dr. Lennon reiterated that Bidder B’s proposed closing conditions requiring amendments and negotiations of third party agreements presented significant deal risk and put Bidder B’s proposal at a disadvantage.

On December 6, 2024, Aadi’s board of directors held a virtual meeting, with certain representatives of Aadi’s management team and Wilson Sonsini in attendance, to discuss the strategic process and the status of negotiations with Kaken Parent and Bidder B. At the meeting, representatives of the management team and Wilson Sonsini summarized material terms and key open issues for each of the Divestiture Agreement and the Bidder B APA.

On December 10, 2024, representatives of Leerink Partners and Bidder B met via videoconference to discuss process and timing related to the Bidder B APA. Representatives of Leerink Partners reiterated the competitive nature of the process and also the need to receive Bidder B’s comments to the most recent draft of the Bidder B APA as soon as possible.

On that same day, representatives of McDermott delivered to representatives of Wilson Sonsini a revised draft of the Divestiture Agreement. Among other things, the revised draft of the Divestiture Agreement proposed a termination fee equal to $5 million; reinserted indemnification for breaches of Aadi representations and warranties; reinserted an indemnity escrow fund equal to 15% of the $85 million base purchase price and a price adjustment escrow fund in an amount not specified; and reinserted a closing condition related to the Pre-Closing Restructuring. The previously proposed closing condition related to Retained Employees was not included. The revised draft of the Divestiture Agreement also noted that Kaken Parent was considering obtaining a RWI policy.

On December 10, 2024, Aadi and Bidder H entered into a confidentiality agreement.

On December 11, 2024, representatives of Wilson Sonsini delivered to representatives of McDermott a draft of the schedule to the Divestiture Agreement setting forth the items required for the Pre-Closing Restructuring (the “Pre-Closing Restructuring Schedule”). On that same day, representatives of McDermott shared with representatives of Wilson Sonsini a draft of the form of Support Agreement.

- 56 -

On December 12, 2024, representatives of Wilson Sonsini provided to representatives of McDermott a revised draft of the Divestiture Agreement and also a draft of the seller disclosure letter under the Divestiture Agreement. Among other things, the revised draft of the Divestiture Agreement proposed a termination fee equal to $2.7 million; an escrow fund (in an unspecified amount) to satisfy potential claims by Kaken for both indemnification and purchase price adjustments; and a revised closing condition related to the Pre-Closing Restructuring, making such closing condition subject to certain proposed materiality qualifications to ensure a greater certainty of closing. On that same day, representatives of McDermott delivered to representatives of Wilson Sonsini a draft of the form of Restricted Covenant Agreement (the “Restricted Covenant Agreement”) proposed to be signed by Aadi and certain of its officers. Also on that same day, representatives of Wilson Sonsini and McDermott met via videoconference to discuss the most recent Divestiture Agreement draft and related issues. Promptly following such discussion, McDermott communicated to Wilson Sonsini a “package” proposal to resolve outstanding issues under the Divestiture Agreement related to indemnification and the escrow fund. Under such proposal, among other things, Kaken would procure a RWI policy (the cost of which would be shared 50/50 between Kaken and Aadi); the amount of the escrow fund would be reduced to 7.5% of the base purchase price (with no separate escrow fund for purchase price adjustments); the duration of the escrow fund would be 12 months, subject to claims; and Aadi’s maximum exposure for breaches of representations and warranties (other than fundamental representations and warranties) would be 50% of the retention amount under the RWI policy.

On December 12, 2024, representatives of Bidder B also shared with representatives of Leerink Partners a revised draft of the Bidder B APA. Among other things, the revised draft proposed a termination fee of 4.25% of the base purchase price and a full equity backstop of the purchase price, and substantially restored the closing conditions requiring amendments and negotiations of third party agreements. Representatives of Leerink Partners subsequently confirmed with representatives of Bidder B that Bidder B had not proposed any increase to the base purchase price.

On December 13, 2024, representatives of Wilson Sonsini, Leerink Partners and Aadi management met to discuss the “package” proposal received from McDermott to resolve outstanding issues under the Divestiture Agreement related to indemnification and the escrow fund, and Aadi determined such terms would be acceptable if the size of the escrow fund were reduced to $5 million. Following such discussion, representatives of Wilson Sonsini relayed such determination to McDermott.

On December 13, 2024, representatives of Aadi’s management team further discussed with representatives of Bidder B matters related to Bidder B’s proposed closing conditions requiring amendments and negotiations of third party agreements.

On December 14, 2024, representatives of McDermott shared with representatives of Wilson Sonsini a draft of the escrow agreement.

On December 15, 2024, representatives of McDermott delivered to representatives of Wilson Sonsini a revised draft of the Divestiture Agreement. Among other things, the revised draft of the Divestiture Agreement proposed a termination fee equal to $4.5 million, and an escrow fund equal to $6.375 million. The revised draft also contemplated that Kaken would procure a RWI policy.

On December 16, 2024, representatives of Leerink Partners, Nomura, Wilson Sonsini and McDermott met via videoconference to discuss open issues regarding the Divestiture Agreement and related process and timing. The parties also discussed the Support Agreements and potential signatories.

On December 16, 2024, Dr. Lennon and the Bidder B CEO held a telephone call to discuss the Bidder B APA and related status and timing. On the call, Dr. Lennon explained that Aadi was close to announcing a deal with another bidder and that Bidder B was running out of time to improve its proposal and reconsider the closing conditions. On that same day, representatives of Leerink Partners delivered a similar message to other Bidder B representatives.

- 57 -

On December 17, 2024, representatives of Wilson Sonsini provided to representatives of McDermott a revised draft of the Divestiture Agreement. Among other things, the revised draft of the Divestiture Agreement proposed a termination fee equal to $3 million, and provided that Kaken Parent either be a party to the Divestiture Agreement or provide a guarantee of its subsidiary’s obligations thereunder. On that same day, representatives of McDermott provided to representatives of Wilson Sonsini a revised draft of the Divestiture Agreement, which included a guarantee to Aadi of the payment obligations of Kaken under the Divestiture Agreement by Kaken Parent, and representatives of Wilson Sonsini and McDermott met via videoconference to discuss open issues regarding the Divestiture Agreement. Among other things, representatives of McDermott proposed a termination fee equal to $3.5 million; a provision that the termination fee would be payable in the event that Aadi stockholders fail to approve the Divestiture Agreement and also fail to approve other matters to be set forth in this proxy statement; and an escrow fund of $6.375 million, provided that within approximately 90 days after the closing, a portion of such amount would be subject to distribution to Aadi in an amount equal to the amount (if any) by which $1.375 million exceeds the amount of any purchase price adjustment in Kaken’s favor.

On that same day, Bidder H submitted a non-binding indication of interest to acquire the FYARRO assets for the following cash consideration: (i) a cash payment of $81.0 million at closing; and (ii) three potential one-time commercial and regulatory milestone cash payments of up to $19.0 million in the aggregate (the “Bidder H December 17 Proposal”). The indication of interest stated that Bidder H’s offer would be subject to a financing contingency.

Also on that same day, the Bidder B CEO contacted Dr. Lennon via telephone at approximately 4:30 p.m. Eastern time to notify him that Bidder B would increase its offer to $95 million and drop all closing conditions requiring amendments and negotiations of Aadi’s third party agreements, so long as Aadi and Bidder B entered into an exclusivity agreement no later than 12:59 a.m. Eastern time the following day (December 18) pursuant to which Aadi would be bound to exclusively negotiate with Bidder B through December 20, 2024. Representatives of Bidder B subsequently delivered to representatives of Leerink Partners an updated non-binding indication of interest and proposed form of exclusivity agreement reflecting the aforementioned terms (the “Bidder B December 17 Proposal”). The indication of interest stated that it was Bidder B’s final proposal.

Later that same day, Aadi’s board of directors held a virtual meeting, with Aadi’s management team and representatives of Leerink Partners and Wilson Sonsini in attendance. At the meeting, Aadi’s board of directors received a report of, and deliberated with the management team regarding, the Bidder B December 17 Proposal. Among other things, following input from Leerink Partners and Wilson Sonsini, Aadi’s board of directors provided guidance to the management team regarding the circumstances under which a short exclusivity period would be appropriate. Aadi’s board of directors also directed the management team and the representatives of Leerink Partners to inform Kaken Parent immediately that it would need to improve its bid significantly in order for Aadi not to enter into exclusivity with another bidder. Aadi’s board of directors separately considered the Bidder H December 17 Proposal. Due to the financing contingency, the amount of contingent consideration, and the fact that Bidder H was far behind in due diligence, Aadi’s board of directors determined to deprioritize such proposal relative to the proposals received from Bidder B and Kaken Parent.

On that same day, following the meeting of Aadi’s board of directors:

- 58 -

On December 18, 2024, representatives of Nomura delivered to representatives of Leerink Partners an updated non-binding indication of interest pursuant to which Kaken Parent would (i) acquire the FYARRO business by purchasing Aadi Sub for a base purchase price of $100 million (payable from Kaken Parent’s balance sheet), on a debt-free and cash-free basis, and (ii) withdraw its proposal to include an escrow account in the Divestiture Agreement (the “Kaken December 18 Proposal”). The indication of interest also stated that it was Kaken Parent’s final offer and was predicated on Aadi entering into exclusivity with Kaken Parent through 12:00 a.m. Eastern time on December 21, 2024.

On that same day, representatives of Leerink Partners delivered to representatives of Nomura a letter signed by Dr. Lennon stating that, based on the Kaken December 18 Proposal, Aadi would agree to enter into exclusivity through 12:00 a.m. Eastern time on December 21, 2024. Aadi and Kaken Parent entered into an exclusivity agreement on such terms later that day.

From December 18, 2024 to December 19, 2024, representatives of Wilson Sonsini and McDermott negotiated and finalized the Divestiture Agreement (including the seller disclosure letter and the Pre-Closing Restructuring Schedule), the Support Agreement, and the Restrictive Covenant Agreements. In addition to the removal of the escrow account, the final draft of the Divestiture Agreement provided for a termination fee equal to $3.5 million, representing 3.5% of the $100 million base purchase price.

- 59 -

On that same day, representatives of McDermott informed representatives of Wilson Sonsini that Kaken’s board of directors had approved the Kaken December 18 Proposal, the Divestiture Agreement, and related matters.

On December 19, 2024, Aadi’s board of directors held a virtual meeting, with representatives of Aadi’s management team, Leerink Partners and Wilson Sonsini in attendance. During the meeting, representatives of Leerink Partners reviewed with Aadi’s board of directors its financial analysis with respect to the proposed financial terms of the Divestiture. Following discussion with the directors, representatives of Leerink Partners then rendered to Aadi’s board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 19, 2024, that, as of such date and based upon and subject to various assumptions, qualifications and limitations set forth therein, the consideration proposed to be paid to Aadi pursuant to the Divestiture Agreement was fair, from a financial point of view, to Aadi. Representatives of Wilson Sonsini then made a legal presentation to Aadi’s board of directors and, among other things, reviewed the fiduciary duties of Aadi’s board of directors under Delaware law with respect to the Divestiture Agreement and related transactions. Aadi’s board of directors further discussed various considerations with respect to the proposed transaction, as summarized under “Reasons for the Divestiture and Recommendation of the Aadi Board of Directors.” Following discussion and the presentations, Aadi’s board of directors approved the Divestiture Agreement and related transactions.

Later on December 19, 2024, Aadi, Kaken and Kaken Parent entered into the Divestiture Agreement and applicable parties signed Support Agreements and Restrictive Covenants Agreements. A press release regarding the execution of the Divestiture Agreement and related matters was issued after the close of market that same day. Aadi filed a current report on Form 8-K with the SEC announcing the execution of the Divestiture Agreement and related matters on December 20, 2024 before market open.

Reasons for the Divestiture and Recommendation of the Aadi Board of Directors

Recommendation of Aadi’s Board of Directors

After considering the various factors described below, Aadi’s board of directors unanimously: (i) determined that it is expedient and in the best interests of Aadi and its stockholders, and advisable, fair to and in the best interests of Aadi and its stockholders, to enter into the Divestiture Agreement and related agreements providing for the Divestiture, in accordance with the Delaware General Corporation Law and upon the terms and subject to the conditions set forth in the Divestiture Agreement; (ii) approved, adopted and declared advisable the Divestiture Agreement and related agreements and the Divestiture; (iii) recommended that Aadi’s stockholders vote in favor of the approval of the Divestiture Agreement and related agreements and approve the Divestiture; and (iv) directed that the Divestiture Agreement and related agreements and the Divestiture be submitted to a vote of Aadi’s stockholders.

The Aadi board of directors unanimously recommends that you vote (i) “FOR” the Divestiture Proposal and (ii) “FOR” the Adjournment Proposal.

Reasons for the Aadi Board of Directors’ Recommendation in Favor of the Divestiture

Aadi’s board of directors, at a meeting held on December 19, 2024, unanimously determined that it is expedient and in the best interests of Aadi and its stockholders, and advisable, fair to, and in the best interests of, Aadi and its stockholders, to enter into the Divestiture Agreement and approved, adopted and declared advisable the Divestiture Agreement and the Divestiture and the other transactions contemplated by the Divestiture Agreement. Aadi’s board of directors also unanimously resolved that the Divestiture Agreement be submitted for consideration by Aadi’s stockholders at a special meeting of stockholders and recommended that Aadi’s stockholders vote to approve the Divestiture Agreement and the Divestiture Agreement. In reaching the foregoing determinations and recommendation, Aadi’s board of directors consulted with members of Aadi’s management team and its outside financial and legal advisors at various times and considered a number of

- 60 -

potentially supportive factors in its deliberations, including the following principal factors (not in any relative order of importance) that Aadi’s board of directors believes support such determinations and recommendation.

- 61 -

In the course of its deliberations, Aadi’s board of directors also considered a variety of risks and other countervailing factors, including the following (not in any relative order of importance):

The foregoing discussion of the factors considered by Aadi’s board of directors is not intended to be exhaustive, but does set forth the material factors considered by Aadi’s board of directors. Aadi’s board of directors reached the unanimous conclusion to approve the Divestiture Agreement in light of the various factors described above and other factors that each member of Aadi’s board of directors felt were appropriate. In view of the wide variety of factors considered by Aadi’s board of directors in connection with its evaluation of the Divestiture and the complexity of these matters, Aadi’s board of directors did not consider it practical, and did not attempt to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of Aadi’s board of directors. Rather, the recommendation of Aadi’s board of directors was based on the totality of information presented to it and the investigation conducted by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Portions of this explanation of the reasons for the Divestiture and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Special Note Regarding Forward-Looking Statements.”

- 62 -

Opinion of Leerink Partners LLC

Introduction

Aadi retained Leerink Partners as its financial advisor in connection with the Divestiture contemplated by the Divestiture Agreement. In connection with this engagement, Aadi’s board of directors requested that Leerink Partners evaluate the fairness, from a financial point of view, to Aadi of the consideration proposed to be paid to Aadi pursuant to the terms of the Divestiture Agreement. On December 19, 2024, Leerink Partners rendered to Aadi’s board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 19, 2024, that, as of such date and based upon and subject to the various assumptions made, and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, the consideration proposed to be paid to Aadi pursuant to the terms of the Divestiture Agreement was fair, from a financial point of view, to Aadi.

The full text of the written opinion of Leerink Partners, dated December 19, 2024, which describes the assumptions made and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of the written opinion of Leerink Partners set forth below is qualified in its entirety by the full text of the written opinion attached hereto as Annex C. Leerink Partners’ financial advisory services and opinion were provided for the information and assistance of Aadi’s board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of Aadi’s board of directors’ consideration of the Divestiture and the opinion of Leerink Partners addressed only the fairness, from a financial point of view, as of the date thereof, to Aadi of the consideration proposed to be paid to Aadi pursuant to the terms of the Divestiture Agreement. The opinion of Leerink Partners did not address any other term or aspect of the Divestiture Agreement or the Divestiture and does not constitute a recommendation to any stockholder of Aadi as to whether or how such holder should vote with respect to the Divestiture or otherwise act with respect to the Divestiture or any other matter.

The full text of the written opinion of Leerink Partners should be read carefully in its entirety for a description of the assumptions made and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Leerink Partners reviewed, among other things:

Leerink Partners also conducted discussions with members of the senior management of Aadi and its advisors and representatives regarding the Internal Data as well as the past and current business, operations, financial

- 63 -

condition and prospects of Aadi Sub. In addition, Leerink Partners compared certain of the proposed terms of the Divestiture to the financial terms, to the extent publicly available, of certain other transactions that Leerink Partners deemed relevant. Leerink Partners also conducted such other financial studies and analyses and took into account such other information as Leerink Partners deemed appropriate.

Leerink Partners assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Leerink Partners for purposes of its opinion and, with Aadi’s consent, Leerink Partners relied upon such information as being complete and accurate. In that regard, Leerink Partners was advised by Aadi, and Leerink Partners assumed, at Aadi’s direction, that the Internal Data (including, without limitation, the Aadi Projections) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Aadi as to the matters covered thereby and Leerink Partners relied, at Aadi’s direction, on the Internal Data for purposes of its analysis and its opinion. Leerink Partners expressed no view or opinion as to the Internal Data (including, without limitation, the Aadi Projections) or the assumptions on which the Internal Data was based. In addition, at Aadi’s direction, Leerink Partners did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Aadi, Aadi Sub or Kaken, nor was Leerink Partners furnished with any such evaluation or appraisal, and Leerink Partners was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of Aadi, Aadi Sub or Kaken.

Leerink Partners assumed, at Aadi’s direction, that the final executed Divestiture Agreement would not differ in any respect material to Leerink Partners’ analysis or its opinion from the last version of the Divestiture Agreement reviewed by Leerink Partners. Furthermore, Leerink Partners assumed, at Aadi’s direction, that the Divestiture would be consummated on the terms set forth in the Divestiture Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Leerink Partners’ analysis or its opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Divestiture, as applicable, no delay, limitation, restriction, condition or other change would be imposed, the effect of which would be material to Leerink Partners’ analysis or its opinion, and that each of Aadi, Aadi Sub and Kaken would perform their respective covenants and agreements set forth in the Divestiture Agreement in accordance with the terms of the Divestiture Agreement. Leerink Partners did not evaluate and did not express any opinion as to the solvency or fair value of Aadi, Aadi Sub or Kaken, or their respective abilities to pay their obligations when they come due, or as to the impact of the Divestiture on such matters, under any state, federal or other laws relating to bankruptcy, insolvency, or similar matters. Leerink Partners is not a legal, regulatory, tax or accounting advisor, and Leerink Partners expressed no opinion as to any legal, regulatory tax or accounting matters. Leerink Partners expressed no view or opinion as to the price or range of prices at which the shares of stock or other securities or instruments of Aadi or any third party may trade at any time, including subsequent to the announcement or consummation of the Divestiture.

Leerink Partners expressed no view as to, and the opinion of Leerink Partners did not address, Aadi’s underlying business decision to proceed with or effect the Divestiture, or the relative merits of the Divestiture as compared to any alternative business strategies or transactions that might be available to Aadi or in which Aadi might engage. The opinion of Leerink Partners was limited to and addressed only the fairness, from a financial point of view, as of the date of the opinion, to Aadi of the consideration proposed to be paid to Aadi pursuant to the terms of the Divestiture Agreement. Leerink Partners was not asked to, and Leerink Partners did not, express any view on, and Leerink Partners’ opinion did not address, any other term or aspect of the Divestiture Agreement or the Divestiture, including, without limitation, the structure or form of the Divestiture, or any other agreements or arrangements contemplated by the Divestiture Agreement or entered into in connection with or otherwise contemplated by the Divestiture, including, without limitation, the fairness of the Divestiture or any other term or aspect of the Divestiture to, or any consideration to be received in connection therewith by, or the impact of the Divestiture on, the holders of any class of securities, creditors or other constituencies of Aadi or any other party. In addition, Leerink Partners expressed no view or opinion as to the fairness (financial or

- 64 -

otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of Aadi, or any other party, or class of such persons in connection with the Divestiture, whether relative to the consideration to be paid to Aadi pursuant to the terms of the Divestiture Agreement or otherwise. The opinion of Leerink Partners was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Leerink Partners as of, the date of its written opinion, and Leerink Partners does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of the opinion. Leerink Partners’ opinion does not constitute a recommendation to any stockholder of Aadi as to whether or how such stockholder should vote or otherwise act with respect to the Divestiture or any other matter.

Leerink Partners’ financial advisory services and its opinion were provided for the information and assistance of Aadi’s board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Divestiture. Leerink Partners’ opinion was approved by the Leerink Partners LLC Fairness Opinion Review Committee.

Summary of Financial Analyses

The following is a summary of the material financial analyses prepared by Leerink Partners and reviewed with Aadi’s board of directors in connection with its opinion, which was delivered orally to Aadi’s board of directors on December 19, 2024, and subsequently confirmed in its written opinion, dated December 19, 2024. For purposes of the analyses described below, Leerink Partners was directed to rely upon the Internal Data, including the Aadi Projections. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Leerink Partners, nor does the order of the analyses described below represent the relative importance or weight given to those analyses by Leerink Partners. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. In arriving at its opinion, Leerink Partners did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Accordingly, Leerink Partners believes that its analyses must be considered as a whole and that selecting portions of such analyses and factors without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying Leerink Partners’ financial analyses and its opinion.

Leerink Partners may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be the view of Leerink Partners as to the actual value of Aadi Sub. In its analyses, Leerink Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Aadi or any other parties to the Divestiture. None of Aadi, Leerink Partners or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Aadi Sub do not purport to be appraisals or reflect the prices at which Aadi Sub may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 19, 2024, and is not necessarily indicative of current market conditions.

Leerink Partners’ financial analyses and opinion were only one of many factors taken into consideration by Aadi’s board of directors in its evaluation of the Divestiture, as described under “The Divestiture—Reasons for the Divestiture and Recommendation of the Aadi Board of Directors.” Consequently, the analyses described below should not be viewed as determinative of the views of Aadi’s board of directors or management with

- 65 -

respect to the consideration to be paid to Aadi or as to whether Aadi’s board of directors would have been willing to determine that a different level of consideration was fair. The consideration payable in the Divestiture was determined through arm’s-length negotiations between Aadi and Kaken and was approved by Aadi’s board of directors. Leerink Partners provided advice to Aadi during these negotiations. However, Leerink Partners did not recommend any specific financial terms to Aadi or Aadi’s board of directors or that any specific financial terms constituted the only appropriate consideration for the Divestiture.

In preparing its analysis, Leerink Partners took into account that the consideration proposed to be paid to Aadi pursuant to the Divestiture Agreement is $100 million on a cash-free and debt-free basis, subject to certain adjustments set forth in the Stock Purchase Agreement. Leerink Partners expressed no opinion as to any such adjustments. For purposes of its analysis and opinion, Leerink Partners utilized the stated consideration of $100 million.

Discounted Cash Flow Analysis

A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors, and then adding the present value equivalent of the terminal value of the business at the end of the applicable projection period. A discounted cash flow analysis is a widely accepted valuation methodology for biotechnology companies. For purposes of its discounted cash flow analysis, at the direction of Aadi, Leerink Partners relied upon the Aadi Projections. Leerink Partners was advised by Aadi, and assumed, at Aadi’s direction, that the Aadi Projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Aadi as to the matters covered thereby. The Aadi Projections, which Aadi management directed Leerink Partners to use in deriving its financial analyses, include cash flows through 2039, which is the year that Aadi management assumed patent protections for FYARRO will expire. Aadi advised Leerink Partners that it believed it was reasonable to forecast revenues through the patent life of FYARRO.

Leerink Partners’ discounted cash flow analysis calculated the estimated present value of the stand-alone, unlevered, after-tax free cash flows that FYARRO was forecasted to generate from January 1, 2025, through December 31, 2039, which unlevered, after-tax free cash flows were derived from the Aadi Projections. Leerink Partners estimated the net present value of unlevered, after-tax free cash flows after fiscal year 2039 by assuming an annual decline of 50% of such cash flows in perpetuity. These cash flows were discounted to present value as of December 31, 2024, using a discount rate ranging from 10% to 12%, derived from a weighted average cost of capital calculation for Aadi Sub, which Leerink Partners performed utilizing the capital asset pricing model with inputs that Leerink Partners determined were relevant based on publicly available data and Leerink Partners’ professional judgment, in order to derive an implied enterprise value range for Aadi Sub. This analysis resulted in an implied enterprise value for Aadi Sub of approximately $70 million to $80 million (as compared to the consideration of $100 million proposed to be paid to Aadi in the Divestiture).

- 66 -

Precedent Transactions Analysis

Leerink Partners reviewed publicly available information relating to asset sale and licensing transactions where the lead asset(s) involved in the transaction was/were global or U.S. products rights for commercial new chemical entity, 505(b)(2), or biologics license application assets with deal size between $20 million and $250 million in upfront consideration, excluding transactions with contingent consideration, asset divestitures as a result of bankruptcy proceedings, and transactions with no disclosed historical financial statements, selected based on Leerink Partners’ professional judgment and experience. These transactions, which are referred to as the “Selected Transactions,” were:

Leerink Partners noted that although the Selected Transactions involved target assets with certain financial and operating characteristics that could be considered similar to those of Aadi Sub, none of the Selected Transactions involved target assets with the same management, make-up, technology, size or mix of businesses as Aadi Sub and, accordingly, there were inherent limitations on the applicability of the Selected Transactions to the valuation analysis of Aadi Sub.

Leerink Partners calculated the aggregate enterprise value of each target asset associated with the Selected Transactions as a multiple of the last twelve month (LTM) revenue for the target asset at the time of the transaction. Using the 25th and 75th percentile of the Selected Transactions and the LTM revenue for Aadi Sub as of September 30, 2024 of $25 million, Leerink Partners derived an enterprise value range for Aadi Sub. The results of this analysis are summarized as follows:

Leerink Partners compared this range of adjusted enterprise values to the consideration of $100 million proposed to be paid to Aadi in the Divestiture.

General

Leerink Partners is a full-service securities firm engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. In addition to its services in connection with the Divestiture, Leerink Partners is currently serving as financial advisor to Aadi in connection with the License Agreement and will receive fees of $4,900,000 in the aggregate for such services. In the ordinary course of business, Leerink Partners may in the future provide investment banking services to Aadi, Kaken Parent or their respective affiliates and would expect to receive customary fees for the rendering of such services. In the ordinary course of its business, Leerink Partners has in the past held and may in the future hold positions, for its own account or the accounts of its customers, in equity, debt or other securities of Aadi, Kaken Parent or their respective affiliates.

Consistent with applicable legal and regulatory requirements, Leerink Partners has adopted policies and procedures to establish and maintain the independence of its research department and personnel. As a result,

- 67 -

Leerink Partners’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to Aadi, Kaken Parent and the Divestiture and other participants in the Divestiture that differ from the views of Leerink Partners’ investment banking personnel.

Aadi selected Leerink Partners as its financial advisor in connection with the Divestiture based on Leerink Partners’ qualifications, reputation, experience and expertise in the biopharmaceutical industry, its knowledge of and involvement in recent transactions in the biopharmaceutical industry and its familiarity with Aadi and its business. Leerink Partners is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Divestiture.

In connection with Leerink Partners’ services as financial advisor to Aadi in the Divestiture, Aadi has agreed to pay Leerink Partners an aggregate fee of $2.75 million, $1 million of which became payable upon the rendering by Leerink Partners of its opinion on December 19, 2024, and the remainder of which is payable contingent upon consummation of the Divestiture. In addition, Aadi has agreed to reimburse certain of Leerink Partners’ expenses arising, and to indemnify Leerink Partners against certain liabilities that may arise, out of Leerink Partners’ engagement. The terms of the fee arrangement between Leerink Partners and Aadi, which are customary in transactions of this nature, were negotiated at arm’s length between Leerink Partners and Aadi, and Aadi’s board of directors was aware of the arrangement, including the fact that a significant portion of the fee payable to Leerink Partners is contingent upon the completion of the Divestiture.

Certain Unaudited Prospective Financial Information

Aadi does not, as a matter of course, develop or publicly disclose long-term projections as to future performance, revenues, earnings or other results due to, among other reasons, the unpredictability and uncertainty of the underlying assumptions and estimates. However, in connection with its strategic review process, Aadi management provided certain unaudited prospective financial information for FYARRO in the PEComa indication (such business, the “FYARRO business,” and such financial information, the “FYARRO projections”) to Aadi’s board of directors in connection with its evaluation of the Divestiture and to representatives of Leerink Partners. The FYARRO projections reflect a risk-adjusted outlook and were based on certain assumptions and other relevant factors relating to the FYARRO business, as further described below.

The FYARRO projections were not prepared with a view toward public disclosure and the summary thereof is included in this proxy statement only because such information was made available as described above. The FYARRO projections were not prepared with a view toward compliance with U.S. Generally Accepted Accounting Principles (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements, or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The FYARRO projections included in this document have been prepared by, and are the responsibility of, Aadi management. BDO USA, P.C., Aadi’s independent registered public accounting firm, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to, the FYARRO projections and, accordingly, BDO USA, P.C. does not express an opinion or any other form of assurance with respect thereto. The FYARRO projections were prepared solely for internal use of Aadi and Leerink Partners and are subjective in many respects.

Although the FYARRO projections are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events that Aadi management believed were reasonable at the time the FYARRO projections were prepared, taking into account the relevant information available to it at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the FYARRO projections not to be achieved include general economic conditions, prevailing interest rates, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures, changes in tax laws and matters specific to FYARRO. The FYARRO projections are forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Special Note Regarding Forward-Looking Statements.” In addition, the FYARRO projections do not take into

- 68 -

account any circumstances or events occurring after the date that they were prepared. As a result, there can be no assurance that the FYARRO projections will be realized, and actual results may be materially better or worse than those contemplated in the FYARRO projections. The inclusion of this information should not be regarded as an indication that Aadi’s board of directors, Aadi or Leerink Partners considered, or now considers, that actual future results will necessarily reflect the FYARRO projections. The FYARRO projections are not included in this proxy statement in order to induce any Aadi stockholder to vote in favor of the Divestiture or to influence any Aadi stockholder to make any investment decision with respect to the Divestiture.

The FYARRO projections should be evaluated, if at all, in conjunction with the financial statements of Aadi and other information regarding Aadi and the FYARRO business contained in Aadi’s public filings with the SEC.

Except to the extent required by applicable federal securities laws, Aadi does not intend, and expressly disclaims any responsibility, to update or otherwise revise the FYARRO projections to reflect circumstances existing after the date the FYARRO projections were prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the FYARRO business are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the FYARRO projections, Aadi stockholders are cautioned not to unduly rely on any of the FYARRO projections included in this proxy statement.

Financial measures provided to a financial advisor are excluded from the definition of non-GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Leerink Partners for purposes of its financial analysis as described above in the section titled “—Opinion of Aadi Financial Advisor” or by Aadi’s board of directors in connection with their consideration of the Divestiture.

Non Risk-Adjusted FYARRO Projections

Set forth below is a summary of the non risk-adjusted FYARRO projections, which are select projected financial information for the FYARRO business for fiscal years 2025 through 2039 (the year in which Aadi management assumed patent protections for FYARRO will expire) based on information as prepared by Aadi management in connection with Aadi’s evaluation of the Divestiture. The non risk-adjusted FYARRO projections were not probability-adjusted and included, among other things, the following key assumptions regarding the FYARRO business and 2025-2039 costs of goods sold (“COGS”), 2025-2039 research and development (“R&D”) expense, and 2025-2039 selling, general and administrative (“SG&A”) expense, in each case as to which there can be no assurance:

- 69 -

The non-adjusted FYARRO projections for the applicable periods are summarized below ($ in millions):

Risk-Adjusted FYARRO Projections

Set forth below is a summary of the risk-adjusted FYARRO projections, which were calculated based on the non risk-adjusted FYARRO projections and probability adjusted to reflect Aadi’s assessment of a 75% probability of success (PoS) to European Union net sales.

The risk-adjusted FYARRO projections, as well as the estimated, probability-adjusted unlevered free cash flow, which was calculated based on the risk-adjusted FYARRO projections for the applicable periods are summarized below (in millions):

- 70 -

In light of the foregoing factors and the uncertainties inherent in each of the Aadi forecasts, Aadi stockholders are cautioned not to place undue reliance on the Aadi forecasts.

Interests of Aadi’s Directors and Executive Officers in the Divestiture

When considering the recommendation of Aadi’s board of directors that you vote in favor of the approval of the Divestiture Agreement, you should be aware that our directors and executive officers may have interests in the Divestiture that are different from, or in addition to, the interests of our stockholders generally.

Voting and Support Agreements

In connection with entering into the Divestiture Agreement, on December 19, 2024, following approval of the Divestiture Agreement by Aadi’s board of directors, the directors and executive officers, as well as certain of their affiliated entities, in each case solely in their capacities as stockholders of Aadi, and one other significant stockholder of Aadi entered into the Support Agreements with Kaken and Aadi. The Support Agreements obligate the directors and executive officers (including certain of their affiliated entities) to vote their respective shares of our common stock in favor of the approval of the Divestiture Agreement and certain related matters, and against certain matters that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the transactions contemplated by the Divestiture Agreement. In (1) evaluating and negotiating the Divestiture Agreement, (2) approving the Divestiture Agreement and the transactions contemplated by the Divestiture Agreement, including the Divestiture, and (3) recommending that our stockholders vote in favor of the approval of the Divestiture Agreement, Aadi’s board of directors was aware of and considered these interests to the extent that they existed or were otherwise known at the time, among other matters. These interests are more fully described in this section.

Retention Bonus Letters

Aadi has entered into Retention Bonus Letters with each of Dr. Lennon and Messrs. Giacobello and Ball, pursuant to which each executive is eligible to be paid a Retention Bonus subject to continued employment with the Company through the earlier of (i) March 31, 2025, or (ii) the date of a Change in Control (as defined in the applicable Retention Bonus Letter), provided that an executive will remain eligible to receive the Retention Bonus if his employment is terminated by the Company other than for Cause, death or disability, or if he resigns for Good Reason (each such term as defined in the applicable Retention Bonus Letter), subject to execution of a separation agreement and release of claims in favor of the Company. Although it is expected that the Divestiture will not constitute a Change in Control for purposes of the Retention Bonus Letters, in an abundance of caution, Aadi is treating the Retention Bonus Letter as an interest of the Executive Officers in the Divestiture for purposes of this proxy statement. The amount of such Retention Bonus is $390,000 for Dr. Lennon, $220,000 for Mr. Giacobello and $210,000 for Mr. Ball.

Additionally, it is expected that Dr. Lennon, Mr. Giacobello and Mr. Ball will continue to serve as executive officers of Aad I following the Divestiture and that all members of Aadi’s board of directors will continue to serve thereon following the Divestiture, and that such officers and directors will continue to receive cash and other compensation (including benefits) for such services under applicable plans and arrangements which may be funded with proceeds from the Divestiture.

Accounting Treatment

The Divestiture will be accounted for as a “sale” by Aadi, as that term is used under generally accepted accounting principles, for accounting and financial reporting purposes.

- 71 -

Material U.S. Federal Income Tax Consequences of the Divestiture

The following discussion is a summary of the material anticipated U.S. federal income tax consequences of the Divestiture. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), currently applicable and proposed Treasury regulations under the Code (the “Treasury Regulations”), judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), all as currently in effect as of the date of this proxy statement, and all of which are subject to change or to differing interpretation, possibly with retroactive effect. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below. Tax considerations under state, local, and non-U.S. laws, or federal laws other than those pertaining to income tax, are not addressed in this proxy statement.

The proposed Divestiture is entirely a corporate action. Our stockholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the Divestiture.

The proposed Divestiture will be treated as a sale of corporate stock in exchange for cash. We anticipate that our tax basis in our Aadi Sub stock will not be less than the purchase price for the sale of the FYARRO Business, and accordingly, that we do not expect to realize gain on the sale of our Aadi Sub stock. Nevertheless, the determination of whether we will realize gain or loss on the proposed Divestiture and (if applicable) whether and to what extent our tax attributes will be available to offset any gain is highly complex and is based in part upon facts that will not be known until the completion of the Divestiture and the finalization of any purchase price adjustments associated with the Divestiture. Therefore, it is possible that we will incur U.S. federal income tax as a result of the proposed Divestiture.

We also expect that the portion of our consolidated net operating loss carryforwards (“NOLs”) and other tax attributes that are allocable to Aadi Sub will generally remain with Aadi Sub and will no longer constitute tax attributes of Aadi following the Divestiture.

Regulatory Approvals Required for the Divestiture

General Efforts

Upon the terms and subject to the conditions set forth in the Divestiture Agreement, Aadi and Kaken agreed to use commercially reasonable efforts to avoid or eliminate legal impediments so as to enable the completion of the Divestiture to occur as expeditiously as possible.

Appraisal Rights

No appraisal or dissenters’ rights are available to Aadi stockholders under the DGCL or under Aadi’s certificate of incorporation or bylaws in connection with the Divestiture Agreement.

- 72 -

THE DIVESTITURE AGREEMENT

The following summary describes the material provisions of the Divestiture Agreement. The descriptions of the Divestiture Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Divestiture Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to carefully read and consider the Divestiture Agreement, which is the legal document that governs the Divestiture, in its entirety because this summary may not contain all the information about the Divestiture Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Divestiture Agreement, and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Divestiture Agreement (1) were made only for purposes of the Divestiture Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Divestiture Agreement; (3) may be subject to important qualifications, limitations and supplemental information agreed to by Aadi, Aadi Sub, Kaken Parent and Kaken in connection with negotiating the terms of the Divestiture Agreement; and (4) may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed by Aadi and Aadi Sub to Kaken in connection with the Divestiture Agreement. In addition, the representations, warranties, covenants and agreements may have been included in the Divestiture Agreement for the purpose of allocating contractual risk between Aadi, Aadi Sub and Kaken rather than to establish matters as facts. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the Divestiture Agreement may have the right to terminate the Divestiture Agreement if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, or the covenants and agreements of the other party are breached, and the circumstances in which Kaken may be entitled to indemnification from Aadi if the representations and warranties of Aadi prove to be untrue due to a change in circumstance or otherwise, or the covenants and agreements of Aadi under the Divestiture Agreement are breached. Our stockholders are not third-party beneficiaries under the Divestiture Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Aadi, Aadi Sub or Kaken or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Divestiture Agreement. Certain of the representations, warranties, covenants and agreements will survive the completion of the Divestiture, subject to certain time periods set forth in the Divestiture Agreement, and Aadi is subject to certain indemnification obligations with respect to such representations, warranties, covenants and agreements. In addition, you should not rely on the covenants and agreements in the Divestiture Agreement as actual limitations on the respective businesses of Aadi, Aadi Sub or Kaken because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Divestiture Agreement or as otherwise consented to by the appropriate party, which consent may be given without notice to the public (prior or otherwise). The Divestiture Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding Aadi, Aadi Sub, Kaken or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Divestiture Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Aadi, Aadi Sub and their respective businesses.

Closing and Effect of the Divestiture

The Divestiture Agreement provides that the completion of the Divestiture will take place (1) on a date to be agreed upon by Kaken and Aadi that is no later than the second business day after the last condition to be satisfied or waived of the conditions to closing set forth in the Divestiture Agreement is satisfied or waived (excluding conditions that by their terms are to be satisfied as the closing, but subject to the satisfaction or waiver of each of such conditions); or (2) at such other time agreed to in writing by Aadi and Kaken.

- 73 -

The Divestiture Agreement provides that, on the terms and subject to the conditions of the Divestiture Agreement, at the closing, Aadi will sell, assign, transfer, convey and deliver all of the issued and outstanding shares of Aadi Sub to Kaken, and Kaken will purchase all of the issued and outstanding shares of Aadi Sub from Aadi.

Purchase Price Adjustments

The purchase price of $100 million cash payment is subject to adjustment as follows:

The cash paid by Kaken at the completion of the Divestiture will be based on estimates of the foregoing amounts and will be subject to customary post-closing true-up. If a payment by Kaken or Aadi is required, such payment will be made within five business days following the date of finalization of the post-closing true-up.

Representations and Warranties

The Divestiture Agreement contains representations and warranties of Aadi, Aadi Sub and Kaken.

Some of the representations and warranties in the Divestiture Agreement made by Aadi and Aadi Sub are qualified as to “materiality,” “Seller Material Adverse Effect,” “Company Material Adverse Effect” or similar terms or concepts. For purposes of this proxy statement and the Divestiture Agreement, (1) “Seller Material Adverse Effect” means any change, event, effect, development or occurrence (“Effect”) that, individually or taken together with all other Effects, prevents or could reasonably be expected to prevent Aadi from consummating the Divestiture on or prior to 11:59 p.m. on June 30, 2025, or such later time and date as may be agreed among the parties under the terms of the Divestiture Agreement (the “Termination Date”) and (2) “Company Material Adverse Effect” means any Effect that, individually or taken together with all other Effects, (A) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Aadi Sub, taken as a whole, or (B) prevents or would reasonably be expected to prevent Aadi Sub from consummating the Divestiture on or prior to the Termination Date. However, the parties have agreed that none of the following Effects will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether there has been or would reasonably be expected to occur a Company Material Adverse Effect:

- 74 -

- 75 -

- 76 -

In the Divestiture Agreement, Aadi and Aadi Sub have made customary representations and warranties to Kaken that are subject, in some cases, to specified exceptions and qualifications contained in the Divestiture Agreement and the confidential disclosure letter to the Divestiture Agreement. The representations and warranties made by Aadi and Aadi Sub are subject to a “buyer-side” representations and warranties insurance policy obtained by Kaken (“RWI Policy”). The RWI Policy is subject to a retention amount, policy exclusions, policy limits and certain other customary terms and conditions, the cost of which is being shared equally between Kaken and Aadi. The representations and warranties made by Aadi and Aadi Sub in the Divestiture Agreement relate to, among other things:

- 77 -

Under the Divestiture Agreement, Kaken acknowledges that Aadi and Aadi Sub have not made any representations or warranties other than in connection with the Divestiture Agreement or the Divestiture, and expressly disclaims reliance on any representation, warranty or other information regarding Aadi or Aadi Sub, other than those expressly set forth in the Divestiture Agreement.

- 78 -

In the Divestiture Agreement, Kaken has made customary representations and warranties to Aadi that are subject, in some cases, to specified exceptions and qualifications contained in the Divestiture Agreement. The representations and warranties made by Kaken in the Divestiture Agreement relate to, among other things:

Under the Divestiture Agreement, Aadi and Aadi Sub acknowledge that Kaken and its subsidiaries have not made any representations or warranties other than in connection with the Divestiture Agreement or the Divestiture and expressly disclaim reliance on any representation, warranty or other information regarding Kaken, other than those expressly set forth in the Divestiture Agreement.

Certain of the representations and warranties contained in the Divestiture Agreement will survive for designated periods of time after the completion of the Divestiture as further described in the section of this proxy statement captioned “The Divestiture Agreement—Indemnification.”

Conduct of Business Pending the Divestiture

Other than as expressly contemplated by the Divestiture Agreement, set forth in the confidential disclosure letter to the Divestiture Agreement, as required by applicable law or approved by Kaken (which approval, under the terms of the Divestiture Agreement, may not be unreasonably withheld, conditioned or delayed), from the date of

- 79 -

the Divestiture Agreement to the completion of the Divestiture (or termination of the Divestiture Agreement), Aadi has agreed to, and agreed to cause Aadi Sub to, subject to certain exceptions, use its reasonable best efforts to:

Aadi and Aadi Sub have also agreed that they will use their commercially reasonable efforts (1) to ensure that all insurance policies and state licenses in effect as of the date of the Divestiture Agreement remain in effect and, with respect to such insurance policies and licenses as may expire from the date of the Divestiture Agreement to the completion of the Divestiture (or termination of the Divestiture Agreement), to renew or replace such insurance policies or licenses, in each case on terms not materially less favorable as the insurance policies or licenses in effect as of the date of the Divestiture Agreement; and (2) to cooperate with Kaken, at Kaken’s expense, as may be necessary to enable Aadi Sub to obtain its own similar policies or licenses and/or obtain the material benefits following the completion of the Divestiture from the insurance policies and/or licenses, whether such insurance policies or licenses are held in the name of Aadi, Aadi Sub or otherwise.

Aadi and Aadi Sub have also agreed that, subject to certain exceptions set forth in the Divestiture Agreement, they will not:

- 80 -

- 81 -

No Solicitation of Acquisition Proposals

Aadi and Aadi Sub have agreed to cease and cause to be terminated any discussions or negotiations with, and terminate any data room access (or other access to diligence) of, and request the prompt return or destruction of any information furnished by Aadi or Aadi Sub prior to the date of the Divestiture Agreement from, any person and its representatives relating to any acquisition transaction, or series of related transactions, for securities representing more than 15% of the total outstanding voting power of the capital stock of Aadi or Aadi Sub as a result of which such other person would own 15% of the total outstanding voting power of the capital stock of Aadi or Aadi Sub after giving effect to the consummation of such transaction or series of related transactions.

In particular, under and subject to the terms of the Divestiture Agreement, Aadi, Aadi Sub and their respective directors and executive officers, have agreed not to, and Aadi and Aadi Sub have agreed not to instruct, authorize or knowingly permit any of their respective employees, consultants or other representatives to, directly or indirectly:

Under and subject to the terms of the Divestiture Agreement, from the date of the Divestiture Agreement until Aadi receives the requisite stockholder approval, Aadi and Aadi Sub may, directly or indirectly through one or more of their representatives (1) participate or engage in discussions or negotiations with, and (2) subject to an Acceptable Confidentiality Agreement, (i) furnish any non-public information relating to Aadi or any of its subsidiaries, and (ii) afford access to the business, properties, assets, books, records or other non-public information, or any personnel, of Aadi or any of its subsidiaries to any person or group or their respective representatives that has made, renewed or delivered to Aadi an acquisition proposal after the date of the Divestiture Agreement that was not solicited in material breach of the applicable restrictions, provided that Aadi has agreed to promptly make available to Kaken and its representatives any non-public information concerning Aadi and its subsidiaries that is made available to any such person or group or their respective representatives and that was not previously made available to Kaken. Aadi’s board of directors may only take the foregoing actions if Aadi’s board of directors has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such acquisition proposal either constitutes a Superior Proposal or is reasonably likely to lead a Superior Proposal, and (2) the failure to take such actions could reasonably be expected to be inconsistent with its fiduciary duties. From the date of the Divestiture Agreement until the earlier to occur of the completion of the Divestiture and the termination of the Divestiture Agreement, Aadi has agreed that it will

- 82 -

promptly (and, in any event, within 24 hours from the receipt thereof) notify Kaken in writing if any acquisition inquiry or acquisition proposal is, to the knowledge of Aadi Sub (which, for this purpose, will be deemed to include each member of Aadi’s board of directors and will not be deemed to be only as of the date of the Divestiture Agreement), received by, or any discussions or negotiations are sought to be initiated or continued with, Aadi, Aadi Sub or any of their respective representatives with respect to an acquisition inquiry or acquisition proposal. Such notice must include (1) the identity of the person or group making such acquisition inquiry or acquisition proposal, and (2) a summary of the material terms and conditions of such acquisition inquiry or acquisition proposal and, if in writing, a copy thereof. Thereafter, Aadi or Aadi Sub must keep Kaken reasonably informed, on a prompt basis, of the status and terms of any such acquisition inquiry or acquisition proposal (including any amendments or supplements thereto) and the status of any such discussions or negotiations.

For purposes of this proxy statement and the Divestiture Agreement, “Superior Proposal” means a bona fide written acquisition proposal from any person other than Kaken or any of its affiliates that did not result from any material breach of Aadi’s, Aadi Sub’s, or their respective representatives’ obligations with respect to the solicitation and receipt of Alternative Acquisition Agreements under the Divestiture Agreement, and that is on terms that Aadi’s board of directors has determined in good faith (after consultation with its financial advisor and outside legal counsel) is (1) reasonably likely to be consummated in accordance with its terms, and (2) if consummated, would result in a transaction that (x) if structured as an acquisition of Aadi capital stock, is more favorable to Aadi stockholders (in their capacities as such), from a financial point of view, than the Divestiture or (y) if structured otherwise, including as an acquisition of Aadi Sub’s capital stock or the assets of Aadi or Aadi Sub, is more favorable to Aadi, from a financial point of view than the Divestiture, taking into account (in both the case of clause (x) and in the case of clause (y)) (i) any revisions to the Divestiture Agreement or the terms of the Divestiture communicated in writing by Kaken prior to the time of such determination, and (ii) those factors and matters deemed relevant in good faith by Aadi’s board of directors, which factors may include the (A) identity of the person making the proposal, (B) likelihood of consummation in accordance with the terms of such acquisition proposal, and (C) legal, financial (including the financing terms), regulatory, timing and other aspects of such acquisition proposal. For purposes of the reference to an “acquisition proposal” in this definition, all references to “15%” in the definition of “Acquisition Transaction” in the Divestiture Agreement will be deemed to be references to “50%.”

Aadi is not entitled to terminate the Divestiture Agreement to enter into an agreement for a Superior Proposal unless it complies with certain procedures in the Divestiture Agreement, including engaging in good faith negotiations with Kaken and its representatives during a specified period. If Aadi terminates the Divestiture Agreement in order to accept a Superior Proposal from a third party, it must pay the termination fee of $3.5 million to Kaken.

The Aadi Board of Directors Recommendation; Board Recommendation Change

Aadi’s board of directors has recommended that the holders of shares of Aadi common stock vote “FOR” the Divestiture Proposal. Under the Divestiture Agreement, except as set forth below, at no time after the date of the Divestiture Agreement may Aadi’s board of directors:

- 83 -

At any time prior to obtaining the requisite stockholder approval, other than in connection with an acquisition proposal, Aadi’s board of directors may effect an Aadi Board Recommendation Change in respect to an Intervening Event (as defined below) if and only if:

For purposes of this proxy statement and the Divestiture Agreement, an “Intervening Event” means any Effect, or any material consequence of such Effect, that (1) as of the date of the Divestiture Agreement was not known or reasonably knowable based on facts known to Aadi’s board of directors or any executive officers of Aadi or Aadi Sub as of the date of the Divestiture Agreement; and (2) does not directly or indirectly relate to an acquisition proposal.

The Divestiture Agreement provides that at any time prior to obtaining the requisite stockholder approval, if Aadi or Aadi Sub has received a written acquisition proposal that Aadi’s board of directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, then Aadi’s board

- 84 -

of directors may (1) effect an Aadi Board Recommendation Change with respect to such Superior Proposal and/or (2) authorize Aadi to terminate the Divestiture Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, in each case if and only if:

If, at the end of such Notice Period, if, in light of any adjustments to the terms and conditions of the Divestiture Agreement and the transaction documents proposed by Kaken, Aadi’s board of directors cannot or does not reaffirm its determinations that (1) such acquisition proposal constitutes a Superior Proposal, and (2) the failure to make an Aadi Board Recommendation Change in response to such revised, amended, updated or supplemented acquisition proposal could reasonably be expected to be inconsistent with its fiduciary duties, then Aadi’s board of directors shall not be permitted to proceed with such Aadi Board Recommendation Change or such termination of the Divestiture Agreement.

Special Meeting

Aadi has agreed to take all action necessary in accordance with applicable law, its certificate of incorporation and its bylaws to establish a record date for, duly call, give notice of, convene and hold a meeting of Aadi’s

- 85 -

stockholders as promptly as reasonably practicable following the mailing or other dissemination of this proxy statement to Aadi stockholders, at which meeting Aadi has agreed to submit to the Aadi stockholders the approval of the Divestiture Agreement and the Divestiture. Under the terms of the Divestiture Agreement and subject to certain limitations set forth therein, Aadi is permitted to postpone or adjourn the Special Meeting in certain circumstances related to soliciting additional proxies or requirements of applicable law.

Anti-Takeover Laws

Aadi and Kaken have agreed not to take any action that would cause any “takeover” law to become applicable to the Divestiture Agreement or the Divestiture, to take all actions within their power to ensure that no “anti-takeover” law is or becomes applicable to the Divestiture, and if any “anti-takeover” law is or becomes applicable to the Divestiture, to take all actions within their power to ensure that the Divestiture may be completed as promptly as practicable and otherwise to eliminate or minimize the effect of such law on the Divestiture.

Access to Information

Subject to certain exceptions set forth in the Divestiture Agreement, Aadi and Aadi Sub have agreed to use reasonable best efforts to afford Kaken reasonable access during the pre-closing period, upon reasonable advance notice and during normal business hours, to the properties, books and records and personnel of Aadi Sub, and to assist Kaken in evaluating Aadi Sub’s governance and operational structure in order to continue operating the FYARRO Business following the completion of the Divestiture in substantially the same manner as it was operated prior to the closing.

Employee Matters

Under the terms of the Divestiture Agreement, during the pre-closing period, Aadi has agreed to provide Kaken with reasonable access to each of the Acquired Employees in cooperation with Aadi upon reasonable prior notice, and Kaken is permitted to make offers of employment that are conditioned upon the completion of the Divestiture to any Acquired Employees on terms substantially comparable in the aggregate to the terms of employment that are in effect as of the date of the Divestiture Agreement. The Divestiture Agreement also provides that Kaken must not make offers of employment to any current employee, individual independent contractor, officer or member of Aadi’s board of directors or any of its affiliates other than the Acquired Employees, except for positions where the applicable Acquired Employee has rejected an offer of employment from Kaken. The parties have agreed that Aadi will be solely responsible for terminating the employment of all employees that are not Acquired Employees or transferring their employment to Aadi prior to the completion of the Divestiture.

Notification of Certain Matters

Each party to the Divestiture Agreement has agreed, during the pre-closing period, to give prompt written notice to the other parties upon becoming aware that any representation or warranty made by it in the Divestiture Agreement has become untrue or inaccurate in any material respect, or of any failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to the Divestiture Agreement.

Public Statements

Subject to certain exceptions set forth in the Divestiture Agreement, Aadi and Kaken have agreed to use their respective reasonable best efforts to consult with one another before participating in any media interviews, engaging in any meetings or calls with analysts, institutional investors or other similar persons or providing any statements that are public or are reasonably likely to become public, to the extent relating to the Divestiture Agreement or the Divestiture.

- 86 -

Transaction Litigation

Aadi has agreed to provide Kaken with prompt written notice of all litigation against Aadi or Aadi Sub relating to the Divestiture during the pre-closing period, to keep Kaken reasonably informed with respect to the status thereof, give Kaken the opportunity to participate in any proceedings relating to such litigation and consider in good faith Kaken’s advice with respect to such litigation, subject to certain limitations specified in the Divestiture Agreement.

Wrong Pockets

Following the completion of the Divestiture, if Aadi or any of its affiliates receive, or become aware that Aadi or any of its affiliates own or possess, any assets, rights, properties, notices, monies or amounts that are used or held for use in the FYARRO Business (and the treatment of which is not otherwise separately contemplated by the terms of the Divestiture Agreement or the Transition Services Agreement), or are otherwise properly due, deliverable or owing to Kaken or Aadi Sub, then Aadi will, for no additional consideration, promptly sell, convey, transfer, assign and deliver such assets, rights, properties, notices, monies or amounts to Kaken or its affiliates as Kaken may designate.

Following the completion of the Divestiture, if Kaken or any of its affiliates receive, or become aware that Kaken or any of its affiliates (including Aadi Sub) own or possess, any assets, rights, properties, notices, monies or amounts that are properly due, deliverable or owing to Aadi, Kaken will, for no additional consideration, promptly sell, convey, transfer, assign and deliver such assets, rights, properties, notices, monies or amounts to Aadi or its affiliates as Aadi may designate.

Pre-Closing Restructuring

Subject to the terms of the Divestiture Agreement, Aadi has agreed to use its reasonable best efforts to cause certain pre-closing transactions to be consummated to ensure the complete transfer of all assets and agreements relating to the FYARRO Business from Aadi to Aadi Sub. Aadi has agreed to provide Kaken reasonable opportunity to review drafts of the agreements to be entered into in connection with the Pre-Closing Restructuring and to consider in good faith any reasonable comments timely submitted by Kaken with respect to such agreements.

Clinical Trial Wind Down

Subject to certain limitations and conditions set forth in the Divestiture Agreement, Aadi has agreed that it will be financially responsible for the full costs and expenses associated with the wind down of the PRECISION-1 Clinical Trial until the earlier of one year from the date of completion of the Divestiture for the current FDA expanded access program and upon completion of the FDA expanded access program in accordance with the current protocol, and that it would promptly reimburse Kaken and Aadi Sub for any reasonable and documented out of pocket costs incurred by Kaken or Aadi Sub in connection with such wind-down after the completion of the Divestiture, subject to prior approval by Aadi of the incurrence of such wind-down costs (such approval not to be unreasonably withheld, conditioned or delayed).

Transition Services

The Divestiture Agreement provides that between the date of the Divestiture Agreement and the date of the completion of the Divestiture, and thereafter following the date of the completion of the Divestiture, Aadi and Kaken must negotiate in good faith and use reasonable best efforts to enter into and execute an agreement providing for transition services (which we refer to as the “Transition Services Agreement”), on such terms as may be mutually agreed by Aadi and Kaken. The parties have agreed that under the Transition Services Agreement, Aadi will make available to Kaken for a period of not less than three months but not more than six

- 87 -

months following the date of completion of the Divestiture, such services and resources (including the time of certain of its executive management and employees) that in each case Aadi has access to and are within Aadi’s control, as Kaken may reasonably require in order to be able to conduct and operate the FYARRO Business following the completion of the Divestiture in substantially the same or a similar manner as the manner in which it was operated prior to the completion of the Divestiture, including without limitation services for or relating to support in terms of existing clinical trials, ongoing restructure/transfer of manufacturing facility under appropriate terms and conditions and drug pricing compliance, and putting in place any arrangement with respect to the Pre-Closing Restructuring if it has not been completed (we refer to these services as the “Transition Services”).

To the extent that a Transition Services Agreement is not executed prior to the completion of the Divestiture, the Divestiture Agreement provides that for a period not to exceed six months following the date of the completion of the Divestiture, Aadi must use its commercially reasonable efforts to provide the Transition Services as reasonably determined by Aadi, and provided that such Transition Services are not of such scope that they would materially interfere with the performance by employees of Aadi of their ordinary responsibilities to Aadi.

Kaken has agreed to (1) use its reasonable best efforts to, prior to and in any event as promptly as practicable following the date of the completion of the Divestiture, transition the Transition Services to its own internal organization or obtain alternate third-party sources to provide such services and reduce, limit and ultimately end its reliance on the Transition Services provided under the Divestiture Agreement, and (2) ensure it has sufficient resources available to it at the end of the provision of any such Transition Services to perform the Transition Services (or have the Transition Services performed) without the involvement of Aadi, its affiliates or any of its or their employees or agents.

Non-Competition and Non-Solicitation

The Divestiture Agreement contains certain restrictions and covenants with respect to protecting the legitimate business interests of Aadi Sub and Kaken following the completion of the Divestiture. Aadi has agreed on its own behalf and on behalf of its subsidiaries that, subject to certain exceptions set forth in the Divestiture Agreement, from the date of the completion of the Divestiture to the fourth anniversary thereof (which we refer to as the “Restricted Period”), Aadi will not, and will not permit any of its subsidiaries to, directly or indirectly, anywhere in any country or territory where the FYARRO Business has been or is currently proposed to be conducted by Aadi or any of Aadi’s controlled affiliates (which we refer to as the “Restricted Territory”), research, develop, manufacture, commercialize or otherwise exploit another therapeutic product intended for the treatment of PEComa.

Aadi also has agreed on its own behalf and on behalf of its subsidiaries that, subject to certain exceptions set forth in the Divestiture Agreement, during the Restricted Period, it will not, and will not permit its subsidiaries to, directly or indirectly, anywhere in the Restricted Territory, whether as a principal, agent, consultant, advisor, independent contractor, general partner, shareholder, member, proprietor, investor, joint venturer, lender or guarantor of any other entity, or in any other capacity, contact, approach, or solicit, in each case, any employee that has accepted an offer for employment of Aadi Sub, Kaken or one or more of its affiliates to terminate his or her employment with such entity or to commence an employment or consulting relationship with Aadi, any of its controlled affiliates or any other person.

Kaken, Aadi Sub (after the completion of the Divestiture) and their successors or assigns may enforce their rights and the applicable obligations of Aadi with respect to these provisions of the Divestiture Agreement by specific performance, injunctive and/or other relief.

Use of Name

Under the Divestiture Agreement, Aadi has agreed to (1) take all actions necessary to cease all use of the name “Aadi” or “Aadi Bioscience” and variations thereof, and (2) use reasonable best efforts to deliver to Aadi Sub all unused printed materials bearing any such name in the possession of Aadi or its affiliates.

- 88 -

Efforts to Close the Divestiture

Aadi and Kaken have each agreed to use reasonable best efforts to take all actions, do all things and assist and cooperate with the other parties to the Divestiture Agreement in doing all things, in each case as are necessary, proper or advisable pursuant to applicable law or otherwise to consummate and make effective, no later than the Termination Date, the Divestiture. In addition, subject to certain terms and conditions set forth in the Divestiture Agreement, Kaken and Aadi Sub have agreed not to take any action, or fail to take any action, that is intended to or has the effect of preventing, impairing, delaying or otherwise adversely affecting the completion of the Divestiture or their ability to fully perform their obligations pursuant to the Divestiture Agreement.

Regulatory Filings

Subject to certain limitations and to any restrictions under applicable law, Kaken and Aadi have agreed to (1) promptly notify the other parties to the Divestiture Agreement of any material communication received by such party from a governmental authority in connection with the Divestiture and permit the other parties to the Divestiture Agreement to review and discuss in advance any proposed draft notifications, formal notifications, filings, submissions or other written communications made in connection with the Divestiture to a governmental authority; (2) keep the other parties to the Divestiture Agreement reasonably informed with respect to the status of any such submissions and filings to any governmental authority in connection with the Divestiture and any developments, meetings, or discussions with any governmental authority in respect thereof; and (3) not independently participate in any meeting, hearing, proceeding or discussions with or before any governmental authority in respect of the Divestiture without giving the other parties to the Divestiture Agreement reasonable prior notice of such meeting, hearing, proceeding or discussion, and, unless prohibited by such governmental authority, the opportunity to attend or participate.

Regulatory Laws

Aadi and Kaken have each agreed to use commercially reasonable efforts to avoid or eliminate legal impediments so as to enable the closing of the Divestiture to occur as expeditiously as possible.

The Divestiture Agreement provides that no party to the Divestiture Agreement nor any of its respective affiliates is required to (1) initiate or otherwise participate in any legal proceeding with any governmental authority, (2) commit to or effect the sale, lease, license, divestiture or disposition of any assets, rights, product lines or businesses of such party or any of its respective affiliates, (3) terminate any existing relationships, contractual rights or obligations of such party or any of its respective affiliates, (4) terminate any joint venture or other arrangement, (5) create any relationship, contractual rights or obligations of such party or any of its respective affiliates, (6) effectuate any other change or restructuring of such party or any of its respective affiliates or (7) otherwise take or commit to take any actions, including agreeing to prior approval restrictions, with respect to the businesses, product lines or assets of such party or any of its respective affiliates, in each case that would be material to the FYARRO Business or the benefits Kaken would attain by the purchase thereof.

Indemnification

Subject to certain exceptions set forth in the Divestiture Agreement, all representations, warranties, covenants and other agreements contained in the Divestiture Agreement or any of the other transaction documents, or any schedule, exhibit or certificate delivered in connection with the Divestiture Agreement or any of the other transaction documents, will survive the completion of the Divestiture as follows:

- 89 -