aibioWhitehawk Therapeutics (formerly Aadi Bioscience) completes $102.4 million sale of Aadi Subsidiary
Tickers WHWK
KAKEN INVESTMENTS INC. paid $102.4 million in cash at closing on March 25, 2025, after purchase price adjustments, for 100% of the stock of Aadi Subsidiary, Inc.
Key facts
- Company
- Whitehawk Therapeutics, Inc. (NASDAQ: WHWK)
- News type
- Mergers
- Primary source
- Whitehawk Therapeutics, Inc. Form 8-K filed March 26, 2025 (SEC EDGAR)
Whitehawk Therapeutics, Inc. (Nasdaq: WHWK), formerly Aadi Bioscience, Inc., completed the sale of Aadi Subsidiary, Inc. on March 25, 2025. The buyer, KAKEN INVESTMENTS INC., a Delaware corporation, paid a cash amount of $102.4 million at closing, after applicable purchase price adjustments. The company disclosed the closing in a Form 8-K filed March 26, 2025, under Item 2.01, which covers completed acquisitions and dispositions of assets.
The deal
Whitehawk sold 100% of the outstanding shares of capital stock of Aadi Subsidiary, Inc. The company calls the transaction the Divestiture. It followed a stock purchase agreement entered into on December 19, 2024, by KAKEN INVESTMENTS INC., KAKEN PHARMACEUTICAL CO., LTD, Aadi Subsidiary, Inc. and the company, which was then named Aadi Bioscience, Inc.
The 8-K describes the sale as previously announced. The full terms are in the purchase agreement, filed as Exhibit 2.1 to a Form 8-K filed December 20, 2024. Certain schedules and exhibits to that agreement were omitted under Regulation S-K Item 601(b)(2), and the company says it will furnish copies to the SEC on request.
The closing 8-K is short. It gives no amount for the purchase price adjustments, and it does not list the products, contracts or employees that moved with the subsidiary. It gives no reason for the sale, no use for the cash, and no cash balance after the closing. It names no financial adviser or legal counsel for either side. Under Item 9.01, the company says it will file the required pro forma financial information in an amendment no later than four business days after the closing.
Scott Giacobello, Chief Financial Officer, signed the 8-K for Whitehawk Therapeutics, Inc., the company's current name.
The business before the sale
The company's annual report for 2023, filed March 13, 2024, under the Aadi name, described a biopharmaceutical company focused on precision therapies for cancers with alterations in the mTOR pathway. Its lead product was FYARRO (nab-sirolimus). The FDA approved FYARRO on November 22, 2021, for adult patients with locally advanced unresectable or metastatic malignant perivascular epithelioid cell tumor, or PEComa, a rare cancer. The approval rested on AMPECT, a Phase 2 study that met its primary endpoint, and the company launched the drug in the United States in the first quarter of 2022.
FYARRO was not Aadi's own invention. The report says the company exclusively licensed it from Abraxis BioScience, LLC, a wholly owned subsidiary of Celgene Corporation, which is in turn a wholly owned subsidiary of Bristol-Myers Squibb Company. In October 2022 Aadi also signed a collaboration and supply agreement with Mirati Therapeutics, Inc. to test Mirati's adagrasib with FYARRO in KRAS G12C mutant non-small cell lung cancer and other solid tumors.
To widen FYARRO's use, Aadi ran a registration-directed, tumor-agnostic Phase 2 study, PRECISION1, in patients with TSC1 and TSC2 alterations. On December 14, 2023, it announced interim results on the first third of participants. As of December 2023, 80 patients were enrolled, and the company said it expected full enrollment by May 2024, with results in early 2025. Interim data on a third of patients are an early read, and the closing 8-K says nothing about the trial.
The money
Sales did not cover costs. For 2023 the company reported net revenue from product sales of $24.4 million and a net loss of $65.8 million. For 2022 it reported product sales of $15.2 million and a net loss of $60.5 million. In both years the loss was far larger than the revenue from the company's only approved drug.
The 2023 report put the market value of stock held by non-affiliates at approximately $110.8 million, based on the June 30, 2023 closing price, and listed 24,554,205 common shares outstanding as of March 8, 2024. Those figures predate the sale by about a year and predate the name change; the stock then traded under the symbol AADI.
What comes next
The next document the company has promised is the pro forma amendment. Until it is filed, the 8-K leaves open what the company kept, what it plans to do with the $102.4 million, and what business Whitehawk Therapeutics will run after selling the subsidiary.