As filed with the Securities and Exchange Commission on September 24, 2021
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
AADI BIOSCIENCE, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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61-1547850
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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17383 Sunset Boulevard, Suite A250
Pacific Palisades, California 90272
(Address of Principal Executive Offices, including zip code)
Amended and Restated 2014 Equity Incentive Plan
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full title of the plan)
Neil Desai, Ph.D.
President and Chief Executive Officer
17383 Sunset Boulevard, Suite A250
Pacific Palisades, California 90272
(424) 473-8055
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Dan
Koeppen, Esq.
Robert L. Wernli, Jr., Esq.
Savir S. Punia, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
12235 El Camino Real
San
Diego, California 92130
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share, reserved for
issuance under the Registrants 2021 Equity Incentive Plan
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1,885,371(2)
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$ 28.89(6)
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$54,468,368.19
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$ 5,942.50
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Common Stock, par value $0.0001 per share, that may be issued
pursuant to the exercise of outstanding stock options under the Registrants 2021 Equity Incentive Plan
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619,931(3)
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$28.03(7)
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$17,376,156.62
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$1,895.74
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Common Stock, par value $0.0001 per share, reserved for
issuance under the Registrants 2021 Employee Stock Purchase Plan
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310,617(4)
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$24.56(8)
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$7,628,753.52
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$832.30
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Common Stock, par value $0.0001 per share, that may be issued
pursuant to the exercise of outstanding stock options under the Registrants Amended and Restated 2014 Equity Incentive Plan
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432,976(5)
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$2.97(9)
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$ 1,285,938.72
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$140.30
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TOTAL
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3,248,895
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$ 80,759,217.05
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$8,810.83
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
registration statement (the Registration Statement) shall also cover any additional shares of the Registrants common stock, par value $0.0001 per share (Common Stock), that become issuable under the Registrants
Amended and Restated 2014 Equity Incentive Plan (the 2014 Plan), the Registrants 2021 Equity Incentive Plan (the 2021 Plan) and the Registrants 2021 Employee Stock Purchase Plan (the 2021 ESPP) by
reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration or conversion of the Registrants Common Stock that increases the number of outstanding shares of Common Stock.
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(2)
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Represents 1,885,371 shares of Common Stock reserved for issuance under the 2021 Plan as of the date of this
Registration Statement, which includes 2,070,784 shares initially reserved for issuance under the 2021 Plan plus (i) 1,542 shares subject to stock options or similar awards granted under the Registrants 2017 Stock Option and Incentive Plan
(the 2017 Plan) or the Registrants 2011 Equity Incentive Plan (the 2011 Plan) that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2017 Plan and
2011 Plan that are forfeited to or repurchased by the Registrant and (ii) 432,976 shares subject to stock options or similar awards granted under the 2014 Plan that were assumed in the merger between the Registrant and Aadi Subsidiary, Inc. (f/k/a
Aadi Bioscience, Inc.) (the Merger). As of the date hereof, 619,931 shares of Common Stock are subject to options outstanding under the 2021 Plan. The maximum aggregate total number of shares that can be added to the 2021 Plan pursuant
to clauses (i) and (ii) is 764,154.
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(3)
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Represents 619,931 shares of Common Stock as of the date of this Registrant Statement issuable upon the
exercise of outstanding options granted under the 2021 Plan.
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(4)
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Represents 310,617 shares of Common Stock reserved for issuance under the 2021 ESPP.
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(5)
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Represents 432,976 shares of Common Stock as of the date of this Registration Statement issuable upon the
exercise of outstanding stock options granted under the 2014 Plan that were assumed by the Registrant. No additional awards will be made under the 2014 Plan.
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(6)
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Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the
registration fee, the proposed maximum offering price per share is $28.89, which is the average of the high and low prices of shares of Common Stock on The Nasdaq Capital Market (Nasdaq) on September 20, 2021 (such date being within
five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the SEC)).
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(7)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of $28.03 per share, the weighted-average exercise price of stock option awards outstanding under the 2021 Plan as of the date of this Registration Statement.
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(8)
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Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the
registration fee, the proposed maximum offering price per share is $24.56, which is 85% of the average of the high and low prices of shares of Common Stock on Nasdaq on September 20, 2021 (such date being within five business days of the date
that this Registration Statement was filed with the SEC). Pursuant to the 2021 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on
(i) the first trading day of the offering period or (ii) the exercise date.
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(9)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of $2.97 per share, the weighted-average exercise price of stock option awards outstanding under the 2014 Plan as of the date of this Registration Statement.
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