| Item 1. | |
| (a) | Name of issuer:
Aardvark Therapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
4370 La Jolla Village Drive, Suite 1050, San Diego, CA 92122 |
| Item 2. | |
| (a) | Name of person filing:
(i) Tien-Li Lee and (ii) Jane Wu Lee (together, the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
c/o Aardvark Therapeutics, Inc., 4370 La Jolla Village Drive, Suite 1050, San Diego, CA 92122 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 |
| (e) | CUSIP No.:
002942100 |
| 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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (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);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
2,983,724 shares of common stock of the Issuer, comprised of: (a) 1,496,175 shares of common stock of the Issuer owned directly by Tien-Li Lee, (b) 1,474,028 shares of common stock of the Issuer owned directly by Jane Wu Lee, and (c) 13,521 shares of common stock of the Issuer issuable upon exercise of options to purchase common stock held by Tien-Li Lee that are exercisable within 60 days of March 31, 2025. Tien-Li Lee and Jane Wu Lee are spouses and each of them may be deemed to have shared voting and dispositive power over the shares of common stock of the Issuer held by the other. |
| (b) | Percent of class:
13.7%
Percentage based on: (a) 21,695,920 shares of common stock of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 14, 2025, plus (b) 13,521 shares of common stock of the Issuer issuable upon exercise of options to purchase common stock held by Tien-Li Lee that are exercisable within 60 days of March 31, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
2,983,724
See description under Item 4(a) above.
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
2,983,724
See description under Item 4(a) above.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
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. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(d)