| Item 1. | |
| (a) | Name of issuer:
Aadi Bioscience, Inc. |
| (b) | Address of issuer's principal executive offices:
17383 Sunset Boulevard, Suite A250, Pacific Palisades, CA, 90272 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
ABG Management Ltd.
Ally Bridge Group (NY) LLC
Ally Bridge MedAlpha Master Fund L.P.
ABG Innovation Capital Partners III GP Limited
ABG Innovation Capital Partners III GP, L.P.
Ally Bridge Group Innovation Capital Partners III, L.P.
ABG Innovation-SO Limited
ABG Global Life Science Capital Partners V GP Limited
ABG Global Life Science Capital Partners V GP, L.P.
Ally Bridge Group Global Life Science Capital Partners V, L.P.
ABG-SIV, L.P.
ABG V-SIV Limited
Mr. Fan Yu |
| (b) | Address or principal business office or, if none, residence:
The principal business office address for Ally Bridge Group (NY) LLC is 430 Park Avenue, 12th Floor, New York, NY 10022. The principal business office address for ABG Management Ltd. and Mr. Fan Yu is Unit 3902, 39/F, East Tower Cheung Kong Center II, 10 Harcourt Road Central, Hong Kong. The principal business office address for each of the other Reporting Persons is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands. |
| (c) | Citizenship:
ABG Innovation-SO Limited is organized under the laws of the British Virgin Islands. Ally Bridge Group (NY) LLC is organized under the laws of the State of Delaware. Mr. Fan Yu is a citizen of Malta. Each of the other Reporting Persons is organized under the laws of the Cayman Islands. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
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 (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), based on 46,294,912 shares of Common Stock outstanding as of March 4, 2025, based on information provided by the Issuer.
The amount of securities reported herein includes: 817,939 shares of Common Stock held of record by Ally Bridge MedAlpha Master Fund LP; 26,666 shares of Common Stock held of record by ABG Innovation-SO Limited; and 2,070,000 shares of Common Stock held of record by ABG V-SIV Limited. The amount of securities reported herein does not include 7,110,000 shares of Common Stock issuable upon exercise of warrants held of record by ABG V-SIV Limited, which are subject to limitations on exercise.
ABG Management Ltd. is the sole member of Ally Bridge Group (NY) LLC, which manages the investments of Ally Bridge MedAlpha Master Fund L.P.
ABG Innovation Capital Partners III GP Limited is the general partner of ABG Innovation Capital Partners III GP, L.P., which is the general partner of Ally Bridge Group Innovation Capital Partners III, L.P., which is the sole shareholder of ABG Innovation-SO Limited
ABG Global Life Science Capital Partners V GP Limited is the general partner of ABG Global Life Science Capital Partners V GP, L.P., which is the general partner of each of Ally Bridge Group Global Life Science Capital Partners V, L.P. and ABG-SIV, L.P., which are the shareholders of ABG V-SIV Limited
Mr. Fan Yu is the controlling stockholder of each of ABG Management Ltd., ABG Innovation Capital Partners III GP Limited, and ABG Global Life Science Capital Partners V GP Limited.
Accordingly, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the securities held of record by Ally Bridge MedAlpha Master Fund LP, ABG Innovation-SO Limited and ABG V-SIV Limited. Each of them disclaims beneficial ownership of such securities. |
| (b) | Percent of class:
See cover pages |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See cover pages
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| | (ii) Shared power to vote or to direct the vote:
See cover pages
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| | (iii) Sole power to dispose or to direct the disposition of:
See cover pages
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| | (iv) Shared power to dispose or to direct the disposition of:
See cover pages
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)