Jade Biosciences Inc SEC Filings

DOBMEIER ERIC reported acquisition or exercise transactions in this Form 4 filing.

Jade Biosciences, Inc. director Eric Dobmeier received a stock option grant covering 34,843 shares of common stock. The option has a strike price of $15.22 per share and expires on June 8, 2036. It vests in full on June 9, 2027 or at the next annual stockholder meeting, subject to his continued service.

Jade Biosciences director Klein Lawrence Otto received a grant of stock options covering 34,843 shares of common stock. These options have an exercise price of $15.22 per share and expire on June 8, 2036. The award vests in full on the earlier of June 9, 2027 or the next annual stockholder meeting, subject to his continued service. Following this compensation grant, he holds 34,843 derivative securities directly.

Jade Biosciences director Erin Lavelle received a stock option grant covering 34,843 shares of common stock. The option has an exercise price of $15.22 per share and expires on June 8, 2036. It vests in full on the earlier of June 9, 2027 or the next annual stockholder meeting, subject to her continued service.

Jade Biosciences, Inc. reported a compensation-related insider transaction involving a stock option grant. Director Tomas Kiselak received an option covering 34,843 shares of common stock at an exercise price of $15.22 per share, with no cash paid for the grant itself.

The option vests in full on the earlier of June 9, 2027 or the date of the next annual meeting of stockholders, subject to Kiselak’s continued service to the company. The option expires on June 8, 2036, giving a long-dated right to purchase shares once vested.

A footnote explains that Kiselak holds this option for one or more investment vehicles managed by Fairmount Funds Management LLC, and he must turn over any net cash or stock from the option to Fairmount for the benefit of the relevant Fairmount fund. Fairmount, Peter Harwin, and Kiselak each disclaim beneficial ownership of the securities except to the extent of any pecuniary interest.

Jade Biosciences, Inc. reported corporate governance changes following its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the Articles of Incorporation adding a new Article X that waives jury trials in certain circumstances, which became effective when the Amended and Restated Articles were filed with the Nevada Secretary of State on June 10, 2026.

The Board also approved Amended and Restated Bylaws, effective June 9, 2026, to modernize provisions in line with the Nevada Revised Statutes. Changes include removing the requirement to prepare a pre‑meeting stockholder list, expressly permitting virtual and remote stockholder and Board meetings, clarifying how record dates apply to postponed meetings, and redefining the voting standard for most stockholder actions so that the number of votes cast in favor must exceed the number of votes cast in opposition.

At the meeting, stockholders elected Christopher Cain, Ph.D. with 34,373,784 votes for and 8,041,605 withheld, and Tom Frohlich with 42,399,190 votes for and 16,199 withheld, along with approving other proposals that received strong majorities of votes cast.

Fairmount Funds and affiliated entities report beneficial ownership of 14,069,494 shares of Jade Biosciences common stock, representing 19.99% of the class. This stake includes 1,897,677 common shares and 9,516,000 shares issuable upon conversion of Series A non-voting convertible preferred stock held by Fairmount Healthcare Fund II L.P., plus 2,655,817 common shares held by Fairmount Healthcare Co-Invest IV L.P.

The filing states this Amendment No. 2 is being made solely to disclose a new lock-up agreement tied to the company’s underwritten public offering, and that the number of shares, pre-funded warrants, and preferred shares beneficially owned is unchanged from the prior amendment. In connection with the offering that closed on June 5, 2026, the reporting persons agreed not to sell company securities for 60 days following the date of the final prospectus supplement, unless the underwriters’ representatives consent. They did not purchase securities or otherwise participate in the offering.

The disclosure also notes that 5,790,206 common shares underlying pre-funded warrants and 3,106,000 shares issuable upon conversion of additional Series A preferred shares are excluded from beneficial ownership calculations due to 9.99% and 19.99% beneficial ownership limitations. Separately, stock options held by Tomas Kiselak to acquire 23,017 common shares at an exercise price of $10.14 per share vested and became exercisable on April 29, 2026.

Jade Biosciences, Inc. entered into an underwriting agreement for a public offering of 10,000,000 shares of common stock at $15.00 per share, with underwriters purchasing at $14.10 per share. Jade expects gross proceeds of $150.0 million and net proceeds of approximately $140.3 million.

The company granted underwriters a 30-day option to buy up to an additional 1,500,000 shares at the public price, which would raise expected net proceeds to about $161.5 million if exercised in full. The offering, conducted under an effective Form S-3 shelf registration, is expected to close on June 5, 2026, and Jade plans to use net proceeds to fund clinical and preclinical programs, manufacturing, R&D, capital spending, working capital and general corporate purposes.

Jade Biosciences is offering 10,000,000 shares of its common stock at $15.00 per share in a registered primary offering. The prospectus supplement states gross proceeds of $150,000,000, underwriting discounts of $9,000,000 and estimated net proceeds to the company of approximately $140.3 million (or approximately $161.5 million if the underwriters fully exercise a 30-day option to purchase an additional 1,500,000 shares). The company reports 49,345,967 shares outstanding as of March 31, 2026 and a net tangible book value of $6.00 per share as of that date; dilution to new investors at the offering price is stated as $7.64 per share. Proceeds are intended to fund clinical trials, preclinical studies, manufacturing, R&D, capital expenditures, working capital and general corporate purposes.

Jade Biosciences, Inc. is offering shares of its common stock and pre-funded warrants in a registered offering under a Form S-3 shelf prospectus supplement dated June 3, 2026. The prospectus supplement describes primary sales of common stock and pre-funded warrants, with underwriting and customary lock-up arrangements.

The company reports 49,345,967 shares of common stock outstanding as of March 31, 2026, a reported net tangible book value of $296.5 million (approximately $6.00 per share) as of that date, and states $200 million of shares remain available under an existing Sales Agreement with Jefferies. The supplement discloses interim Phase 1 JADE101 data and plans for Phase 2/Phase 3 development, and includes customary risk factors, use-of-proceeds, dilution analysis, and tax discussion.

Jade Biosciences, Inc. is offering shares of its common stock and pre-funded warrants in a registered offering under a Form S-3 shelf prospectus supplement dated June 3, 2026. The prospectus supplement describes primary sales of common stock and pre-funded warrants, with underwriting and customary lock-up arrangements.

The company reports 49,345,967 shares of common stock outstanding as of March 31, 2026, a reported net tangible book value of $296.5 million (approximately $6.00 per share) as of that date, and states $200 million of shares remain available under an existing Sales Agreement with Jefferies. The supplement discloses interim Phase 1 JADE101 data and plans for Phase 2/Phase 3 development, and includes customary risk factors, use-of-proceeds, dilution analysis, and tax discussion.