Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268021
PROSPECTUS
5,800,019 Shares of Common Stock
This prospectus relates to the offer and resale from time to time of up to 5,800,019 shares (the Shares) of common
stock, par value $0.0001 per share, of Aadi Bioscience, Inc., a Delaware corporation (the Company), by the selling stockholders identified in this prospectus, including their transferees, pledgees or donees or their respective
successors (the selling stockholders), which consist of 3,373,526 outstanding shares of our common stock held by the selling stockholders and 2,426,493 shares of our common stock issuable upon the exercise of outstanding pre-funded warrants to purchase shares of our common stock. The Shares were issued and sold to the selling stockholders in a private placement (the Private Placement) pursuant to a
securities purchase agreement among us and such selling stockholders dated September 22, 2022 (the Purchase Agreement). Concurrently with the Purchase Agreement, we entered into a registration rights agreement (the
Registration Rights Agreement) with the selling stockholders, and we are registering the Shares being offered hereunder pursuant to such registration rights agreement on behalf of the selling stockholders, to be offered and sold
by them from time to time. We will not receive any proceeds from the sale of the Shares offered by this prospectus.
We have agreed,
pursuant to the registration rights agreement, to bear all of the expenses incurred in connection with the registration of the Shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or
dealer managers and similar expenses, if any, incurred for the sale of the Shares.
The selling stockholders identified in this prospectus
may offer the Shares pursuant to this prospectus from time to time through public or private transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at privately negotiated
prices. The selling stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or
both. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled Plan of Distribution on page 13. For a list of the selling stockholders, see the section entitled
Selling Stockholders on page 9.
We may amend or supplement this prospectus from time to time by filing amendments or
supplements as required. You should carefully read this prospectus and any amendments or supplements accompanying this prospectus, together with any documents incorporated by reference herein or therein, before you make your investment decision.
The selling stockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount
the selling stockholders may sell their common shares hereunder following the effective date of the registration statement of which this prospectus forms a part.
We are a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange
Act of 1934, as amended (the Exchange Act). As such, we have elected to rely on certain reduced public company disclosure requirements. We are an emerging growth company, as defined under the federal securities laws,
and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See Implications of Being a Smaller Reporting Company and an Emerging Growth Company.
Our common stock is listed on The Nasdaq Capital Market under the symbol AADI. On November 3, 2022, the last reported sale price of
our common stock was $12.51 per share.
Investing in our securities involves a high degree of risk. See Risk Factors
on page 5 of this prospectus and in the documents incorporated by reference in this prospectus, as updated in the applicable prospectus supplement, and other future filings we make with the Securities and Exchange Commission that are
incorporated by reference into this prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus is November 4, 2022