UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
The information set forth in Item 5.02(c) is incorporated herein by reference.
(c)
On November 1, 2021, Aadi Bioscience, Inc. (the “Company”) appointed Scott Giacobello as its Chief Financial Officer and Treasurer, effective November 28, 2021 (the “Effective Date”). Commencing on November 1, 2021, Mr. Giacobello will render part-time services until the Effective Date, at which time he will become Chief Financial Officer. On the Effective Date, Lance Thibault, who has served as the interim Chief Financial Officer since July 2021, will cease to be the interim Chief Financial Officer of the Company. Mr. Giacobello has also been appointed as the Company’s principal financial officer and principal accounting officer, effective as of the Effective Date, replacing Mr. Thibault in such capacities.
Prior to joining the Company, Mr. Giacobello, age 51, served as the chief financial officer of GW Pharmaceuticals plc, a global pharmaceuticals company, from March 2017 until its acquisition by Jazz Pharmaceuticals plc in May 2021. Mr. Giacobello is an accomplished executive and has over 25 years of finance and operational experience. Prior to joining GW Pharmaceuticals, Mr. Giacobello served as chief financial officer of Chase Pharmaceuticals Corporation, a clinical stage biopharmaceutical company focused on the development and commercialization of improved treatments for neurodegenerative disorders, until it was acquired by Allergan plc, now a wholly owned subsidiary of AbbVie Inc., in 2016. From 2008 through 2015, Mr. Giacobello held senior level finance positions at Allergan including Vice President of Finance for Global Research & Development, Vice President of Corporate Finance and Vice President of Internal Audit & Compliance. Mr. Giacobello’s previous experience includes financial positions at the Black & Decker Corporation and Ernst & Young, LLP. Mr. Giacobello holds a bachelor’s degree in business administration from the University of Notre Dame and is a Certified Public Accountant.
In connection with his appointment, Mr. Giacobello entered into an employment agreement, dated October 28, 2021, effective as of November 1, 2021 (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Giacobello will receive an annual base salary of $450,000 and will be eligible to receive an annual bonus of up to 45% of his annual base salary. Mr. Giacobello will be eligible to participate in employee benefit plans generally available to other senior executives of the Company. Pursuant to the Employment Agreement, Mr. Giacobello entered into the Company’s Confidential Information and Invention Assignment Agreement upon commencement of his employment on the Effective Date.
In connection with his appointment and pursuant to the Employment Agreement, the compensation committee of the Board of Directors of the Company approved a grant of an option (the “Option”) to purchase 200,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company under the Company’s 2021 Equity Incentive Plan (the “Plan”). The shares of Common Stock underlying the Option will vest 25% on the one year anniversary of November 1, 2021 and 1/48 of the total shares of Common Stock subject to the Option shall vest every month thereafter such that all shares subject to the Option will be fully vested on the four year anniversary of November 1, 2021, subject to Mr. Giacobello continuing to be a “Service Provider” (as defined in the Plan) through the applicable vesting dates.
The Employment Agreement further provides that if Mr. Giacobello’s employment is terminated by the Company without Cause (as defined in the Employment Agreement) or Mr. Giacobello resigns for Good Reason (as defined in the Employment Agreement), he will be entitled to receive: (i) base salary, at the rate then in effect, continuation for twelve months following termination, and (ii) if he elects COBRA coverage, up to twelve months of reimbursement of a portion of each COBRA premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date of termination. In lieu of the severance payments and benefits set forth above, in the event Mr. Giacobello’s employment is terminated by the Company without Cause or he resigns for Good Reason, within twelve months following a Change of Control (as defined in the Employment Agreement) or three months prior to a Change of Control, he will be entitled to receive: (i) a lump sum payment equal to 100% of the sum of: (A) his base salary, as then in effect, or if greater, at the level in effect immediately prior to the Change of Control, plus (B) his target bonus in effect for the fiscal year in which his termination of employment occurs, (ii) if he elects COBRA coverage, up to twelve months of reimbursement of a portion of each COBRA premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date of termination, and (iii) full accelerated vesting of all then-outstanding and unvested equity awards to acquire the Company’s Common Stock.
Payment of any severance payments to Mr. Giacobello pursuant to the Employment Agreement is contingent on his execution and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the “Release”), and provided that such Release becomes effective and irrevocable no later than 60 days following the termination date.
In connection with his appointment, the Company will enter into an indemnification agreement with Mr. Giacobello, which will be in substantially the same form as entered into with other officers of the Company.
Mr. Giacobello has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the material terms of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which the Company expects to file as an exhibit to a subsequent periodic report to be filed with the U.S. Securities and Exchange Commission.
| Item 7.01. | Regulation FD Disclosure. |
On November 1, 2021, the Company issued a press release announcing Mr. Giacobello’s appointment as Chief Financial Officer. The press release is attached hereto as Exhibit 99.1 and incorporated herein solely for purposes of this Item 7.01 disclosure.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report. This Current Report shall not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by Regulation FD.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Aadi Bioscience, Inc. Press Release dated November 1, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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 1, 2021
| /s/ Neil Desai |
| Neil Desai, Ph.D. |
| President and Chief Executive Officer |