If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e),
240.13d-1(f) or 140.13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1.
|
Names of Reporting Persons.
Acuta Capital Partners, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) ¨
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
1,529,402
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
1,529,402
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,529,402
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.2%
|
|
14.
|
Type of Reporting Person (See Instructions)
IA, OO
|
|
1.
|
Names of Reporting Persons.
Anupam Dalal
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(b) ¨
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
|
6.
|
Citizenship or Place of Organization
U.S.A.
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
18,679
|
8.
|
Shared Voting Power
1,529,402
|
9.
|
Sole Dispositive Power
18,679
|
10.
|
Shared Dispositive Power
1,529,402
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,548,081
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.3%
|
|
14.
|
Type of Reporting Person (See Instructions)
IN, HC
|
|
1.
|
Names of Reporting Persons.
Acuta Capital Fund, LP
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
4.
|
Source of Funds (See Instructions)
WC
|
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
1,284,698
|
9.
|
Sole Dispositive Power
0
|
10.
|
Shared Dispositive Power
1,284,698
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,284,698
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.0%
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
Item 1.
|
Security and Issuer
|
This statement relates to shares of Common Stock,
$0.0001 par value (the “Stock”), of Aadi Bioscience, Inc. (the “Issuer”). The principal executive office
of the Issuer is located at 17383 Sunset Boulevard, Suite A250, Pacific Palisades, CA 90272.
|
Item 2.
|
Identity and Background
|
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
|
(a)
|
Acuta Capital Fund, LP (the “Partnership”);
Acuta Capital Partners, LLC (“Acuta”) and Anupam Dalal (collectively, the “Filers”).
|
The Partnership
is filing this statement jointly with the other Filers, but not as a member of a group and it expressly disclaims membership in a group.
In addition, filing this Schedule 13D on behalf of the Partnership should not be construed as an admission that it is, and it disclaims
that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13D.
Each Filer
also disclaims beneficial ownership of the Stock except to the extent of that person’s pecuniary interest therein.
|
(b)
|
The business address of the Filers is
1301 Shoreway Road, Suite 340, Belmont, CA 94002
|
|
(c)
|
Present principal occupation or employment of the Filers and
the name, principal business and address of any corporation or other organization in which such employment is conducted:
Acuta is an investment adviser to the Partnership and Acuta Opportunity Fund, LP (collectively, the “Funds”). Mr. Dalal
is the manager and control person of Acuta.
|
|
(d)
|
During the last five years, none of the Filers has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During the last five years, none of the Filers was a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
|
|
(f)
|
For citizenship of the Filers, see Item 6 of each Filer’s
cover page.
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser
|
Source of Funds
|
Amount
|
|
|
|
the Funds
|
Working Capital
|
$19,999,989.961
|
|
1
|
Includes $19,799,995.75 paid by the Partnership.
|
|
Item 4.
|
Purpose of Transaction
|
The Filers are filing this Schedule 13D because
Mr. Dalal is on the Issuer’s board of directors. The Filers acquired the Stock for investment purposes based on their belief that
the Stock, when purchased, was undervalued and represented an attractive investment opportunity. The Filers will routinely monitor
the Issuer regarding a wide variety of factors that affect their investment considerations, including, current and anticipated future
trading prices of the Stock and other securities, the Issuer’s operations, assets, prospects, financial position, and business development,
Issuer’s management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions,
and other investment considerations. Depending on their evaluation of various factors, the Filers may take such actions regarding their
holdings of the Issuer’s securities as they deem appropriate in light of circumstances existing from time to time. Such actions
may include purchasing additional Stock in the open market, through privately negotiated transactions with third parties or otherwise,
and selling at any time, in the open market, through privately negotiated transactions with third parties or otherwise, all or part of
the Stock that they now own or hereafter acquire. The Filers also may from time to time enter into or unwind hedging or other derivative
transactions with respect to the Stock or pledge their interests in the Stock to obtain liquidity. In addition, from time to time the
Filers and their representatives and advisers may communicate with other stockholders, industry participants and other interested parties
about the Issuer.
The Filers have no present plan or proposal that
relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Filers may
recommend action to the Issuer’s management, board of directors and stockholders. Any such actions could involve one or more of
the events referred to in clauses (a) through (j) of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations,
sales or acquisitions of assets, changes in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
|
Item 5.
|
Interest in Securities of the Issuer
|
The beneficial ownership of the Stock by each Filer on the date hereof
is reflected on that Filer’s cover page. The Filers engaged in the following transactions in the Issuer’s Stock in the 60
days preceding the date of this Schedule 13D:
On August 26, 2021, the Funds purchased 1,529,402 shares of the Stock
from the Issuer for a purchase price of $13,077 per share in a private transaction pursuant to a Subscription Agreement dated May 16,
2021, between the Issuer and the Funds. The Partnership purchased 1,284,698 of those shares.
On August 26, 2021, the Issuer granted to Mr. Dalal an Initial Award
(as defined in the Issuer’s Outside Director Compensation Policy and in accordance with the Issuer’s 2021 Equity Incentive Plan (the “Plan”))
of options to acquire 17,549 shares of the Stock. Subject to the Reporting Person continuing to be a Service Provider (as defined in the
Plan) through each applicable date, the Initial Award is scheduled to vest as to one thirty-sixth (1/36th) of the shares of common stock
subject to the Initial Award on a monthly basis following the grant date on the same day of the month as the grant date (and if there
is no corresponding day, on the last day of the month). The grant date was August 27, 2021.
|
Item 6.
|
Contracts, Arrangement, Understandings or Relationships with
Respect to Securities of the Issuer
|
Acuta is the investment adviser to its clients
pursuant to investment management agreements or limited partnership agreements providing to Acuta the authority, among other things, to
invest the funds of such clients in Stock, to vote and dispose of Stock and to file this statement on behalf of such clients. Pursuant
to such limited partnership agreements, Acuta is entitled to allocations based on assets under management and realized and unrealized
gains. Pursuant to such investment management agreements, Acuta is entitled to fees based on assets under management and realized and
unrealized gains.
Subscription Agreements and Registration Rights
Agreement
On May 16, 2021, the Issuer entered into Subscription
Agreements (the “Subscription Agreements”) with the purchasers named therein, including the Funds (the “PIPE Investors”).
On August 26, 2021, pursuant to the Subscription Agreements, the Issuer sold shares of its Common Stock to the PIPE Investors (collectively,
the “PIPE Financing”).
In connection with the PIPE Financing, the Issuer
entered into a registration rights agreement (the “Registration Rights Agreement”) with the PIPE Investors (including the
Funds) which provides the PIPE Investors with certain registration rights that require the Issuer to file a Registration Statement on
Form S-3 with the SEC within 30 days after the closing of the PIPE Financing for the purposes of registering the resale of the shares
issued to the PIPE Investors. Pursuant to the Registration Rights Agreement, the Issuer will prepare and file a resale registration statement
with the SEC within 30 calendar days following the closing of the PIPE Financing (the “Filing Deadline”). The Issuer will
use its reasonable best efforts to cause this registration statement to be declared effective by the SEC within 60 calendar days of the
closing of the PIPE Financing (or within 90 calendar days if the SEC reviews the registration statement).
The Issuer also agreed, among other things, to
indemnify the PIPE Investors (including the Funds), their officers, directors, members, employees and agents, successors and assigns under
the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s),
and any underwriting discounts and selling commissions) incident to the Issuer’s obligations under the Registration Rights Agreement.
The foregoing summary of the Subscription Agreement
and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the forms of such agreements.
See Item 7.
|
Item 7.
|
Material to Be Filed as Exhibits
|
|
Exhibit B
|
Form of Subscription Agreement (incorporated herein by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 17, 2021).
|
|
Exhibit C
|
Registration Rights Agreement (incorporated herein by reference
to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on August 27, 2021).
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 7, 2021
Acuta Capital Partners, LLC
|
|
Acuta Capital Fund, LP
|
|
|
|
|
|
|
|
|
|
|
By:
|
Acuta Capital Partners, LLC
|
|
|
|
|
|
General Partner
|
|
By:
|
/s/ Scott R. Smith
|
|
|
|
|
|
Scott R. Smith, Chief Operating Officer
|
|
|
|
|
|
|
|
By:
|
/s/ Scott R. Smith
|
|
|
|
|
|
Scott R. Smith, Chief Operating Officer
|
|
|
|
|
|
|
|
/s/ Anupam Dalal
|
|
|
|
|
Anupam Dalal
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the
Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D, Schedule 13G or forms 3, 4 or 5 (and
any amendments or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection
with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Acuta
Capital Partners, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and
authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person
all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Act, in connection
with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power,
as fully as the undersigned might or could do if personally present.
Dated: September 7, 2021
Acuta Capital Partners, LLC
|
|
Acuta Capital Fund, LP
|
|
|
|
|
|
|
|
|
|
|
By:
|
Acuta Capital Partners, LLC
|
|
|
|
|
|
General Partner
|
|
By:
|
/s/ Scott R. Smith
|
|
|
|
|
|
Scott R. Smith, Chief Operating Officer
|
|
|
|
|
|
|
|
By:
|
/s/ Scott R. Smith
|
|
|
|
|
|
Scott R. Smith, Chief Operating Officer
|
|
|
|
|
|
|
|
/s/ Anupam Dalal
|
|
|
|
|
Anupam Dalal
|
|
|
|
|
|
|
|
|
|
|