Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 2)*
Aadi
Bioscience, Inc. |
(Name of Issuer) |
|
Common Stock, par value $0.0001 per share |
(Title of Class of Securities) |
|
00032Q104 |
(CUSIP Number) |
|
December
31, 2022 |
(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 on 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).
CUSIP
No. 00032Q104 |
1 |
NAMES
OF REPORTING PERSONS |
|
Vivo
Panda, LLC |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
(b) ☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Delaware |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
5 |
SOLE
VOTING POWER |
509,572
(1) |
6 |
SHARED
VOTING POWER |
0 |
7 |
SOLE
DISPOSITIVE POWER |
509,572
(1) |
8 |
SHARED
DISPOSITIVE POWER |
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
509,572
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
2.1%
(2) |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
OO |
|
|
|
|
|
(1) | The shares of common stock, $0.0001 par value (“Common Stock”) of Aadi Bioscience, Inc. (the “Issuer”) are
held of record by Vivo Panda Fund, L.P. Vivo Panda, LLC is the general partner of Vivo Panda Fund, L.P. |
| |
| (2) | Based on 24,395,117 shares of Common Stock of the Issuer outstanding as of November 4, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2022. |
CUSIP
No. 00032Q104 |
1 |
NAMES
OF REPORTING PERSONS |
|
Vivo
Opportunity, LLC |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
(b) ☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
Delaware |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
5 |
SOLE
VOTING POWER |
0 |
6 |
SHARED
VOTING POWER |
0 |
7 |
SOLE
DISPOSITIVE POWER |
0 |
8 |
SHARED
DISPOSITIVE POWER |
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
0% |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
OO |
|
|
|
|
|
| Item 1. (a) | Name
of Issuer: |
Aadi Biosciences, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
17383 Sunset
Blvd, Suite A250
Pacific
Palisades, CA 90272
| Item 2. (a) | Name of Person Filing: |
This Amendment
No. 2 to Schedule 13G is filed jointly by Vivo Panda, LLC and Vivo Opportunity, LLC.
| (b) | Address of Principal Business Office or, if None, Residence: |
192 Lytton
Avenue, Palo Alto, CA 94301
Vivo Panda,
LLC is a Delaware limited liability company
Vivo Opportunity,
LLC is a Delaware limited liability company
| (d) | Title of Class of Securities: |
Common stock,
$0.0001 par value
00032Q104
| Item 3. | If This Statement is Filed
Pursuant to §§ 240.13d-1(b), or
240.13d-2(b) or (c), Check Whether the Person
Filing is a: |
| (a) | ☐ Broker or dealer registered under Section 15 of the Act. |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act. |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act. |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with §
240.13d-1(b)(l)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the
Investment Company Act; |
| (j) | ☐ A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with § 240.13d-1(b)(l)(ii)(K). |
If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution: ________________
Not Applicable.
| (a) | Amount beneficially
owned: |
(1)
Vivo Panda, LLC
The
509,572 shares of Common Stock are held of record by Vivo Panda Fund, L.P. Vivo Panda, LLC is the general partner of Vivo Panda Fund,
L.P. The voting members of Vivo Panda, LLC are Mahendra Shah, Frank Kung and Michael Chang, none of whom has individual voting or investment
power with respect to these shares and each of whom disclaims beneficial ownership of such shares.
Vivo
Panda, LLC: 2.1%
Vivo
Opportunity, LLC: 0%
| (c) | Number of shares as to
which such person has: |
| (i) | Sole power to vote or to direct the vote: |
Vivo
Panda, LLC: 509,572 shares
Vivo
Opportunity, LLC: 0
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: |
Vivo
Panda, LLC: 509,572 shares
Vivo
Opportunity, LLC: 0
| (iv) | Shared power to dispose of or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the benefecial owner of
more than 5 percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not
Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person. |
Not
Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not
applicable.
| Item 9. | Notice of Dissolution of Group. |
Not
applicable.
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Vivo Panda, LLC |
|
|
|
February 13, 2023 |
|
(Date) |
|
|
|
/s/ Mahendra Shah |
|
(Signature) |
|
|
|
Managing Member |
|
(Title) |
|
|
|
Vivo Opportunity, LLC |
|
|
|
February 13, 2023 |
|
(Date) |
|
|
|
/s/ Gaurav Aggarwal |
|
(Signature) |
|
|
|
Managing Member |
|
(Title) |
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