--- title: "Aadi Bioscience (now Whitehawk Therapeutics) seeks vote on $100 million" url: "https://aibio.space/news/aadi-bioscience-now-whitehawk-therapeutics-seeks-vote-100-million/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-01-21" section: "Mergers" tickers: "NASDAQ:WHWK" source: "https://www.sec.gov/Archives/edgar/data/1422142/000119312525009599/d923919dprem14a.htm" summary: "Aadi Bioscience's preliminary proxy, filed January 21, 2025, asks holders to approve a $100 million cash sale of its FYARRO business to Kaken and a private" --- By the aibio.space news desk. Sources - [Whitehawk Therapeutics, Inc. PREM14A (2025-01-21)](https://www.sec.gov/Archives/edgar/data/1422142/000119312525009599/d923919dprem14a.htm) - [d923919ddefm14a.htm](https://www.sec.gov/Archives/edgar/data/1422142/000119312525018470/d923919ddefm14a.htm) [WHWK](https://aibio.space/companies/whitehawk-therapeutics/) 2025-01-21 # Aadi Bioscience (now Whitehawk Therapeutics) seeks vote on $100 million FYARRO sale Tickers [WHWK](https://aibio.space/companies/whitehawk-therapeutics/) Aadi Bioscience's preliminary proxy, filed January 21, 2025, asks holders to approve a $100 million cash sale of its FYARRO business to Kaken and a private placement of 21,592,000 shares at $2.40 each. The meeting date is still blank in that filing. ## Key facts - **Company**: Whitehawk Therapeutics, Inc. (NASDAQ: WHWK) - **News type**: Mergers - **Primary source**: [Whitehawk Therapeutics, Inc. PREM14A (2025-01-21)](https://www.sec.gov/Archives/edgar/data/1422142/000119312525009599/d923919dprem14a.htm) *Planning on a whiteboard. Photo: Startup Stock Photos, CC0, via StockSnap. The picture shows the field, not the companies named.* Aadi Bioscience, Inc., a company based in Pacific Palisades, California, filed a preliminary proxy statement on Schedule 14A on January 21, 2025 for a special meeting of stockholders to be held online. The date is left blank in the filing. Stockholders will vote on several proposals, and the two largest are a divestiture and a private placement. The stock purchase agreement is dated as of December 19, 2024, among Aadi, Kaken Investments Inc., Kaken Pharmaceutical Co., Ltd., which is Kaken's parent and guarantor, and Aadi Subsidiary, Inc. Under it, Aadi would sell all of the shares of Aadi Subsidiary, which holds the assets of its FYARRO program. FYARRO is a sirolimus protein-bound particle product for injectable suspension. Kaken would pay $100 million in cash at closing, subject to adjustments, and would also acquire the rights to the Aadi name and trademark. ## Why the divestiture needs a vote Aadi says it is asking for a vote because the sale may be deemed a sale of substantially all of its assets under Section 271 of the Delaware General Corporation Law. The company expects the transaction to close in the first half of 2025, subject to stockholder approval and other closing conditions. The proxy describes a termination fee of $3.5 million that Aadi would owe Kaken in certain circumstances. It also warns that the pending deal could affect relationships with customers, suppliers, partners and employees, and that Aadi would generally pay its own expenses of the divestiture. Aadi retained Leerink Partners LLC as its financial advisor, and Leerink gave the Aadi board a fairness opinion in connection with the divestiture, which the proxy includes as Annex C. ## The private placement The second proposal asks stockholders to approve, for purposes of Nasdaq Listing Rule 5635, the issuance of 21,592,000 shares of common stock at $2.40 per share. It also covers pre-funded warrants for up to 20,076,500 shares, each priced at $2.3999. Aadi says it agreed to sell these shares and warrants to support a license agreement with WuXi Biologics (Shanghai FX) Co., Ltd. Under that license, Aadi would receive exclusive rights to certain patents and know-how for WuXi Biologics' preclinical antibody drug conjugate programs. Those programs use linker-payload technology from Hangzhou DAC Biotechnology Co., Ltd. Aadi says it plans to use the proceeds to support a further non-refundable upfront payment of $38 million due within 90 days after the license takes effect, and for future preclinical and clinical development of the ADC programs. Jefferies LLC is Aadi's exclusive placement agent for the private placement, which is to close no later than five business days after stockholder approval, unless Aadi and Jefferies agree otherwise. ## Other proposals Stockholders will also vote on an increase of 6,300,000 shares in the company's 2021 equity plan, which would bring the reserve to 8,300,284 shares. A non-binding advisory vote on golden parachute payments tied to the sale is on the agenda, along with an adjournment proposal in case there are not enough votes. The board unanimously recommends a vote for each proposal. ## Reading the proposals together Taken together, the sale removes the FYARRO business, and the placement and license bring in new shares and a set of preclinical ADC programs. The $100 million Kaken price is subject to adjustments, while the license carries a non-refundable $38 million upfront payment. ## What the filing leaves out The proxy is preliminary and has blank dates, so its terms may change before a definitive proxy is mailed. For stockholders, the vote is two-sided. Approving the sale ends the FYARRO business, and approving the placement dilutes existing holders to fund a license for programs the proxy describes as preclinical. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story WHWK Whitehawk Therapeutics, Inc. NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/aadi-bioscience-now-whitehawk-therapeutics-seeks-vote-100-million/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Aadi Bioscience (now Whitehawk Therapeutics) seeks vote on $100 million", 2025-01-21, https://aibio.space/news/aadi-bioscience-now-whitehawk-therapeutics-seeks-vote-100-million/