UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)





(Mark One)

|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2016

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                 TO
|- | -------------------------------------------------------------------------------------------------------------------------------------------

Commission File
Number 001-37345





ADURO BIOTECH, INC.

(Exact name of Registrant as specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3348934                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

740 Heinz Avenue

Berkeley, California 94710

(Address of principal executive offices including zip code)

Registrants telephone number, including area code: (510) 848-4400





Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $0.0001 Per Share; Common stock traded on the NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES  ☐    NO  ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.    YES  ☐    NO  ☒

Indicate by check mark
whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ☒    NO  ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such
files).    YES  ☒    NO  ☐

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                |  |                           |  |  
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  | ☐                                              |  | Accelerated filer         |  | ☒
|Non-accelerated filer   |  | ☐  (Do not check if a small reporting company) |  | Smaller reporting company |  | ☐
|Emerging growth company |  | ☒                                              |  |                           |  |  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    YES  ☐    NO  ☒

The aggregate market value of the Registrants
common stock held by non-affiliates as of June 30, 2016, based on the closing price of the shares of common stock on the NASDAQ Stock Market for such date, was $441,401,127.

The number of shares of Registrants Common Stock outstanding as of February 23, 2017 was 67,998,111.

Portions of the Registrants Definitive Proxy Statement relating to the Annual Meeting of Shareholders, which will be filed with the Securities and
Exchange Commission within 120 days after the end of the Registrants fiscal year ended December 31, 2016, are incorporated by reference into Part III of this Report.









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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of Aduro Biotech, Inc. (the Company)
for the year ended December 31, 2016, originally filed with the Securities and Exchange Commission on March 1, 2017 (the Original Filing). This Amendment is being filed solely to include Exhibit 21.1 and revised Exhibits 31.1
and 31.2, which replace the previously filed versions of those exhibits, to include certain statements required by Item 601(b)(31) of Regulation S-K inadvertently omitted when previously filed.

Except as described as above, no changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing,
and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original
Filing and the Companys filings made with the SEC subsequent to the filing of the Original Filing. The filing of this Amendment is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or
omitted to state a material fact necessary to make a statement not misleading.

PART IV



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

The following documents are filed as exhibits to this
Amendment:



|            |  |                                                                                                                                               |  |                           |  |  |               |  |  |         |  |  |             |  |  |  |  |  |  |  
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  |  | ------------- |  |  | ------- |  |  | ----------- |  |  |  |  |  |  | -
|            |  |                                                                                                                                               |  | Incorporated by Reference |  |  | FiledHerewith
|Exhibit No. |  | Description of Exhibit                                                                                                                        |  | Form                      |  |  | File No.      |  |  | Exhibit |  |  | Filing Date |  | 
|            |  |                                                                                                                                               |  |                           |  | 
|21.1        |  | Subsidiaries of Registrant                                                                                                                    |  |                           |  |  |               |  |  |         |  |  |             |  |  |  |  |  |  | X
|            |  |                                                                                                                                               |  |                           |  | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |  |                           |  |  |               |  |  |         |  |  |             |  |  |  |  |  |  | X
|            |  |                                                                                                                                               |  |                           |  | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |  |                           |  |  |               |  |  |         |  |  |             |  |  |  |  |  |  | X



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berkeley, State of California, on the 24th day of July, 2017.

ADURO BIOTECH, INC.By:

/s/ Stephen T. IsaacsStephen T. Isaacs Chairman, President and
Chief Executive Officer (Principal Executive Officer)




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EXHIBIT INDEX



|            |  |                                                                                                                                               |  |                           |  |  |               |  |  |         |  |  |             |  |  |  |  |  |  |  
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  |  | ------------- |  |  | ------- |  |  | ----------- |  |  |  |  |  |  | -
|            |  |                                                                                                                                               |  | Incorporated by Reference |  |  | FiledHerewith
|Exhibit No. |  | Description of Exhibit                                                                                                                        |  | Form                      |  |  | File No.      |  |  | Exhibit |  |  | Filing Date |  | 
|            |  |                                                                                                                                               |  |                           |  | 
|21.1        |  | Subsidiaries of Registrant                                                                                                                    |  |                           |  |  |               |  |  |         |  |  |             |  |  |  |  |  |  | X
|            |  |                                                                                                                                               |  |                           |  | 
|31.1        |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |  |                           |  |  |               |  |  |         |  |  |             |  |  |  |  |  |  | X
|            |  |                                                                                                                                               |  |                           |  | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |  |                           |  |  |               |  |  |         |  |  |             |  |  |  |  |  |  | X