UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On March 25, 2025, Whitehawk Therapeutics, Inc. (the “Company”) completed its previously announced sale of 100% of the outstanding shares of capital stock of Aadi Subsidiary, Inc. (the “Divestiture”) pursuant to the Stock Purchase Agreement (the “Purchase Agreement”) entered into with KAKEN INVESTMENTS INC., a Delaware corporation (“Purchaser”), KAKEN PHARMACEUTICAL CO., LTD, and Aadi Subsidiary, Inc. on December 19, 2024. In accordance with the Purchase Agreement, upon the closing of the Divestiture, Purchaser paid to the Company a cash payment of $102.4 million (following applicable purchase price adjustments under the Purchase Agreement).
The foregoing description of the Divestiture and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2024 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(b) The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K no later than four business days after the closing of the Divestiture.
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1† | Stock Purchase Agreement, dated December 19, 2024, among Aadi Bioscience, Inc., KAKEN INVESTMENTS INC., KAKEN PHARMACEUTICAL CO., LTD., and Aadi Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 20, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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.
| WHITEHAWK THERAPEUTICS, INC. | ||||||
| March 26, 2025 | /s/ Scott Giacobello | |||||
| Scott Giacobello | ||||||
| Chief Financial Officer | ||||||