SECURITIES AND EXCHANGE COMMISSION
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|Item 3.01|| |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Audit Committee Independence
On November 23, 2022, Aadi Bioscience, Inc. (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Company’s non-compliance with Nasdaq’s audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A), which require, among other things, an audit committee to consist of at least three members, each of whom is independent. The non-compliance was a result of Karin Hehenberger, M.D., Ph.D., a member of the Audit Committee (the “Audit Committee”) of the board of directors of the Company (the “Board”), not qualifying as independent pursuant to Nasdaq Listing Rule 5605(c)(2)(A)(ii).
In order to address this matter, the Board removed Dr. Hehenberger as a member of the Audit Committee, and appointed Caley Castelein, M.D., a member of the Board who meets all audit committee independence and other eligibility requirements identified in Nasdaq Listing Rule 5605(c)(2)(A), to serve as a member of the Audit Committee, such that the Audit Committee consists of Emma Reeve, as chair, Richard Maroun and Caley Castelein, M.D. Dr. Castelein previously served as a member of the Audit Committee from March 2017 to September 2021. Following such actions, the Company believes it has regained compliance with the audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 25, 2022
/s/ Neil Desai, Ph.D.
|Neil Desai, Ph.D.|
|President and Chief Executive Officer|