Business Context and Reporting Period
This Form 8-K is a current report filed by Aadi Bioscience, Inc. (not Whitehawk Therapeutics, Inc.) on October 28, 2021, with the earliest event reported on November 1, 2021. The filing discloses the appointment of a new Chief Financial Officer and related compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
- Base Salary: $450,000 annually for the new CFO.
- Target Bonus: Up to 45% of the annual base salary.
- Equity Grant: Option to purchase 200,000 shares of common stock.
Material Changes
The primary material change is the leadership transition in the finance department:
- Appointment: Scott Giacobello was appointed Chief Financial Officer (CFO) and Treasurer, effective November 28, 2021. He began rendering part-time services on November 1, 2021.
- Departure: Lance Thibault, who served as interim CFO since July 2021, will cease to hold that title on the effective date.
- Role Expansion: Mr. Giacobello is also appointed as the principal financial officer and principal accounting officer.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of general business risks. It details specific contractual terms regarding employment termination:
- Standard Termination: If terminated without Cause or resigns for Good Reason, the executive receives 12 months of base salary and COBRA premium reimbursement.
- Change of Control: If termination occurs within 12 months following or 3 months prior to a Change of Control, the executive receives a lump sum equal to 100% of base salary plus target bonus, COBRA reimbursement, and full accelerated vesting of equity awards.
- Conditions: Severance payments are contingent upon the execution of a separation agreement and release of claims.
Investor Verification Checklist
- Verify the exact effective date of the CFO transition (November 28, 2021) versus the start of part-time services (November 1, 2021).
- Confirm the vesting schedule for the 200,000 stock options (25% after one year, then monthly).
- Review the full text of the Employment Agreement (expected in a subsequent periodic report) for complete terms.
- Note that the filing explicitly states the press release attached as Exhibit 99.1 is not deemed "filed" for liability purposes under Section 18 of the Exchange Act.