UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

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

For the quarterly period ended March 31, 2017

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





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 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 number of shares of Registrants Common Stock
outstanding as of April 26, 2017 was 69,913,359.









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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q/A (this Amendment) amends the Quarterly Report on Form 10-Q of Aduro Biotech, Inc. (the
Company) for the quarter ended March 31, 2017, originally filed with the Securities and Exchange Commission on May 2, 2017 (the Original Filing). This Amendment is being filed solely to include 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.



|ITEM 6. | EXHIBITS
|------- | --------

The following exhibits are filed as part of this report:



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



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



|                    |  |  |  |                     |  |                                                                              
|------------------- |  |  |  | ------------------- |  | -----------------------------------------------------------------------------
|                    |  |  |  | Aduro Biotech, Inc.
|                    |  |  | 
|Date: July 24, 2017 |  |  |  | By:                 |  | /s/ Stephen T. Isaacs                                                        
|                    |  |  |  |                     |  | Stephen T. Isaacs                                                            
|                    |  |  |  |                     |  | Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|                    |  | 
|                    |  |  |  | Aduro Biotech, Inc.
|                    |  |  | 
|Date: July 24, 2017 |  |  |  | By:                 |  | /s/ Gregory W. Schafer                                                       
|                    |  |  |  |                     |  | Gregory W. Schafer                                                           
|                    |  |  |  |                     |  | Chief Operating Officer (Principal Financial
Officer)                        



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EXHIBIT INDEX



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