Jade Biosciences Inc SEC Filings

Jade Biosciences, Inc. (JBIO) furnished its Q3 2025 results via a press release, providing an update for the quarter ended September 30, 2025. The materials were furnished, not filed, under Item 2.02.

The company also highlighted prior transaction mechanics: Aerovate completed its merger sequence with Jade on April 28, 2025, and effected a 1-for-35 reverse stock split. Historical audited financials of Pre‑Merger Jade were retroactively adjusted to the 0.6311 exchange ratio and are included as Exhibit 99.2, alongside the Q3 press release (Exhibit 99.1) and an auditor consent.

Fairmount Funds Management LLC and related entities reported beneficial ownership of 10,353,875 shares of Jade Biosciences, Inc. common stock, representing 19.99% of the outstanding class as calculated on an adjusted share count of 51,795,275 shares. The stake includes 4,553,494 currently outstanding shares, Pre-Funded Warrants exercisable for 46,381 shares subject to a 9.99% ownership cap, and conversion rights to 5,754,000 shares from Series A non-voting preferred stock subject to a 19.99% cap. On 10/06/2025, Fund II purchased 1,333,126 shares at $9.14 per share and Pre-Funded Warrants for 855,047 shares at $9.1399 each, for an aggregate purchase price of $19,999,815.72, paid from working capital. The PIPE closed on 10/08/2025, and the investors received registration rights requiring the company to file a resale registration statement within 45 days of closing (or earlier) with a target effectiveness within 75 days after filing, subject to specified exceptions and penalties.

Insiders and affiliated funds purchased equity in Jade Biosciences (JBIO). On 10/06/2025, affiliated investors acquired 1,333,126 shares of common stock at $9.14 per share and received 855,047 pre-funded warrants exercisable into the same number of shares (exercise price $0.0001); the underlying common shares for the warrants are tied to an effective price of $9.1399. After the transactions, the reported beneficial ownership stakes include 1,897,677 shares attributed indirectly to Fairmount Healthcare Fund II L.P. and 2,655,817 shares indirectly attributed to Fairmount Healthcare Co-Invest IV L.P.

The filing notes the securities were purchased in a private placement and relies on Rule 16b-3(d)(1) exemption. Fairmount Funds Management LLC is the manager for the two funds, and Tomas Kiselak and Peter Harwin are identified as managers; they disclaim beneficial ownership except for pecuniary interests. The pre-funded warrants have no expiration and include a 9.99% beneficial ownership cap on exercise.

Jade Biosciences, Inc. announced securities and licensing developments related to its BAFF-R candidate, JADE201. The company agreed to issue pre-funded warrants to purchase an aggregate of 1,402,092 shares of common stock at a purchase price of $9.1399 per pre-funded warrant, where each warrant carries a $0.0001 per-share exercise price. The filing references related securities documents including a Securities Purchase Agreement dated October 6, 2025, a Form of Registration Rights Agreement and a Form of Pre-Funded Warrant.

Under a License Agreement tied to the BAFF-R program, the company paid for an IND-enabling toxicology study in April 2025 and remains obligated to a further milestone payment of $2.5 million upon the first dosing of a human patient in a Phase 1 trial. Licensed exclusivity runs to the last-to-expire relevant patent or 12 years from first commercial sale. The company published a press release and updated corporate presentation on October 7, 2025, and furnished those materials as exhibits.

Jade Biosciences, Inc. (JBIO) filed an 8-K reporting a material employment-related payment arrangement dated September 9, 2025. The filing states the company will make (i) a one-time cash payment equal to 12 months of the executive's current base salary and (ii) a cash payment equal to the COBRA premiums for continuation coverage for a period of 12 months. The disclosure is signed by Tom Frohlich, Chief Executive Officer. The filing provides the specific severance and benefits continuation terms but does not disclose the executive's name beyond the reference to Dr. Kocinsky or the dollar amounts of base salary.

Frazier Life Sciences and affiliated investment vehicles disclosed their beneficial ownership in Jade Biosciences common stock. Frazier Life Sciences Public Fund, L.P. holds 1,340,703 shares (representing 4.2% of the class), Frazier Life Sciences Public Overage Fund, L.P. holds 395,508 shares (1.2%), Frazier Life Sciences X, L.P. holds 11,897 shares (0.0%) and Frazier Life Sciences XI, L.P. holds 24,008 shares (0.1%). The percentages use a base of 32,235,927 shares outstanding disclosed by the issuer. The filing corrects prior attributions of ownership among certain fund managers and states the positions were not acquired to change or influence control of the issuer.

Jade Biosciences reported significant financing activity and operating losses in the quarter ended June 30, 2025. Cash and cash equivalents totaled $220.9 million at June 30, 2025, largely reflecting net proceeds of $190.5 million from the Pre-Closing Financing and cash acquired in the reverse recapitalization. Total assets were $223.97 million. The company recorded a net loss of $32.1 million for the three months and $70.3 million for the six months ended June 30, 2025. Operating expenses were $27.8 million for the quarter, including $22.5 million of research and development and $5.2 million of general and administrative expenses.

Corporate actions included a reverse recapitalization, redomestication to Nevada, conversion of $95.0 million of convertible notes into equity, issuance of Series A non-voting convertible preferred stock, and 32,626,730 shares outstanding as of August 8, 2025. The company stated its $220.9 million of cash is expected to fund operations for at least 12 months. Development programs include lead candidate JADE101 (APRIL) with first-in-human dosing planned in Q3 2025 and interim data expected H1 2026.