Business Context and Reporting Period
This Form 8-K Current Report was filed by Aadi Bioscience, Inc. (not Whitehawk Therapeutics, Inc.) on September 14, 2021, with the earliest event reported on that date. The filing discloses the appointment of a new senior executive 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: $480,000 annually.
- Target Bonus: Up to 45% of annual base salary.
- Equity Grant: Option to purchase 260,000 shares of common stock.
Material Changes
The primary material change is the appointment of Brendan Delaney as Chief Operating Officer, effective September 20, 2021. Mr. Delaney joins from Constellation Pharmaceuticals, Inc., where he served as Chief Commercial Officer until September 2021. Prior experience includes roles at Immunomedics, Inc., Celgene Corporation, and Novartis Oncology.
Guidance, Outlook, and Compensation Terms
The filing details the terms of the Employment Agreement and equity vesting schedule:
- Vesting Schedule: 25% of the stock option vests on the one-year anniversary of the effective date, with the remainder vesting monthly (1/48 per month) over the subsequent three years.
- Severance (Standard): In the event of termination without Cause or resignation for Good Reason, the executive is entitled to 12 months of base salary continuation and COBRA premium reimbursement.
- Severance (Change in Control): If termination occurs within 12 months following or 3 months prior to a Change in Control, the executive receives a lump sum equal to 100% of base salary plus target bonus, COBRA reimbursement, and full accelerated vesting of all unvested equity awards.
- Conditions: Severance payments are contingent upon the execution of a separation agreement and release of claims.
Investor Verification Checklist
- Verify the exact vesting schedule and performance conditions attached to the 260,000 share option grant.
- Review the full text of the Employment Agreement (Exhibit 10.1) for definitions of "Cause" and "Good Reason."
- Confirm the company's current cash position to assess the impact of the new executive's salary and potential severance obligations.
- Check for any subsequent filings regarding the actual commencement date or changes to the compensation package.