Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259785
PROSPECTUS
17,629,522 Shares of Common Stock
This prospectus covers the offer and resale from time to time of up to 17,629,522 shares (the Shares) of common stock, par
value $0.0001 per share, of Aadi Bioscience, Inc. (formerly known as Aerpio Pharmaceuticals, Inc. (Aerpio)), a Delaware corporation (the Company), by the selling stockholders identified in this prospectus,
including their transferees, pledgees or donees or their respective successors. The Shares offered by the selling stockholders consist of: (i) 5,776,660 shares that were privately issued pursuant to an Agreement and Plan of Merger, dated
May 16, 2021 (the Merger Agreement), by and among the Company, Aspen Merger Subsidiary, Inc. (Merger Sub), and Aadi Subsidiary, Inc. (formerly known as Aadi Bioscience, Inc. (Private
Aadi)), pursuant to which Merger Sub merged with and into Private Aadi, with Private Aadi surviving as a wholly-owned subsidiary of the Company (the Merger), and (ii) 11,852,862 shares that were sold and issued to
certain of the selling stockholders in a private placement pursuant to a Subscription Agreement, dated May 16, 2021, which closed on August 26, 2021 (the PIPE Financing). As a result of the Merger, the outstanding shares
of common stock of Private Aadi were converted into the right to receive shares of our common stock on the terms set forth in the Merger Agreement. For accounting purposes, Private Aadi is considered to have acquired Aerpio in the Merger.
The selling stockholders identified in this prospectus may offer the shares of common stock pursuant to this prospectus from time to time
through public or private transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders may sell shares to or through
underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both. For additional information on the methods of sale that
may be used by the selling stockholders, see the section entitled Plan of Distribution on page 16. For a list of the selling stockholders, see the section entitled Selling Stockholders on page 10.
We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by the selling stockholders
of such shares. We are paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. The selling stockholders are responsible for all selling commissions, transfer taxes and other costs
related to the offer and sale of their shares.
You should carefully read this prospectus and any amendments or supplements accompanying
this prospectus, together with any documents incorporated by reference herein or therein, before you make your investment decision.
The
selling stockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the selling stockholders may sell their common shares hereunder following the effective date of the registration
statement of which this prospectus forms a part.
We are a smaller reporting company as defined in Rule
12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). As such, we have elected to rely on certain reduced public company disclosure requirements. We are
an emerging growth company, as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See Implications of Being a Smaller
Reporting Company and an Emerging Growth Company.
Our common stock is listed on The Nasdaq Capital Market under the symbol
AADI. On October 1, 2021, the last reported sale price of our common stock was $29.00 per share.
Investing in our
securities involves a high degree of risk. See Risk Factors on page 6 of this prospectus and in the documents incorporated by reference in this prospectus, as updated in the applicable prospectus
supplement, and other future filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our
securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is October 1, 2021