Filing Details

Aerpio Pharmaceuticals, Inc.

Common Stock, $0.0001 par value per share

00810B105

(212) 756-2000

May 27, 2021

NAME OF REPORTING PERSON

AVORO CAPITAL ADVISORS LLC

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

4,500,000 shares of Common Stock

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

4,500,000 shares of Common Stock

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,500,000 shares of Common Stock

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.50%

TYPE OF REPORTING PERSON

OO, IA

NAME OF REPORTING PERSON

BEHZAD AGHAZADEH

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

4,500,000 shares of Common Stock

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

4,500,000 shares of Common Stock

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,500,000 shares of Common Stock

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.50%

TYPE OF REPORTING PERSON

IN

The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such shares of Common Stock because they believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity.

On May 16, 2021, the Issuer, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Aadi Bioscience, Inc., a Delaware corporation ("Aadi"), and Aspen Merger Subsidiary, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Aadi ("Merger Sub"), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Aadi will be merged with and into Merger Sub (the "Merger") at the effective time of the Merger, with Aadi continuing after the Merger as the surviving company and a wholly-owned subsidiary of the Issuer. Dr. Aghazadeh will join the board of the combined company upon the closing of the Merger.

On May 16, 2021, the Issuer entered into a Subscription Agreement (the "Avoro Subscription Agreement") with the Fund as well as other subscription agreements (collectively, the "Subscription Agreements") with other investors (collectively, the "PIPE Investors").

Pursuant to the Subscription Agreements, the Issuer agreed to sell shares of Common Stock (in the form of shares of Common Stock and/or pre-funded warrants to acquire Common Stock) for an aggregate purchase price of $155,000,000 (collectively, the "PIPE Financing"). The closing of the PIPE Financing is expected to occur concurrently with, and is conditioned upon, the closing of the Merger.

The foregoing summary of the Avoro Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement, which is included as Exhibit 2 to this Schedule 13D and is incorporated herein by reference.

At the closing of the PIPE Financing, in connection with the Subscription Agreements, the Issuer will enter into a Registration Rights Agreement (the "Registration Rights Agreement") with the PIPE Investors. Pursuant to the Registration Rights Agreement, the Issuer is required to prepare and file a resale registration statement with the Securities and Exchange Commission (the "SEC") within 30 calendar days following the closing of the PIPE Financing. The Issuer will be required to use its reasonable best efforts to cause this registration statement to be declared effective by the SEC within 60 calendar days of the closing of the PIPE Financing (or within 90 calendar days if the SEC reviews the registration statement).

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is Exhibit C to the Subscription Agreement included as Exhibit 2 to this Schedule 13D and incorporated herein by reference.

In the ordinary course of the Reporting Persons' business, the Reporting Persons have engaged in, and intend to continue to engage in, communications with management and/or members of the board about a broad range of operational and strategic matters including, among other things, potential changes in the Issuer's operations, management, organizational documents, the composition of the board, ownership, capital or corporate structure, dividend policy, and strategy and plans of the Issuer and to communicate with other shareholders or third parties regarding the foregoing. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements which may include customary standstill provisions.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Issuer's board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as it deems appropriate, including, without limitation, purchasing additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities"), disposing of any or all of its Securities, in the open market or otherwise, at any time and from time to time, and engaging in short selling of or any hedging or similar transactions with respect to the Securities. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Common Stock.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

Except as set forth herein and in Item 4 above, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the Common Stock.