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  4. [8-K] Jade Biosciences, Inc. Reports Material Event

Jade Biosciences (NASDAQ: JBIO) holders back charter and bylaw changes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Christopher Cain, Ph.D. 34,373,784 votes for; 8,041,605 withheld Director election at 2026 Annual Meeting; 3,591,287 broker non-votes
Votes for Tom Frohlich 42,399,190 votes for; 16,199 withheld Director election at 2026 Annual Meeting; 3,591,287 broker non-votes
Proposal with near-unanimous support 46,003,217 for; 3,322 against; 137 abstain Stockholder proposal at 2026 Annual Meeting with no broker non-votes
Proposal with broker non-votes 39,933,495 for; 2,481,659 against; 235 abstain Stockholder proposal at 2026 Annual Meeting; 3,591,287 broker non-votes
Effective date of bylaws June 9, 2026 Amended and Restated Bylaws effectiveness
Effective date of charter amendment June 10, 2026 Filing of Amended and Restated Articles in Nevada
Amended and Restated Articles of Incorporation regulatory
"The Amendment became effective upon the Company’s filing of Amended and Restated Articles of Incorporation"
A company's amended and restated articles of incorporation are an updated, single-version legal document that replaces its original founding papers to reflect changes in the company’s basic rules—like its capital structure, classes of stock, voting rights, or board arrangements. Investors care because these updates can change who controls the company, how dividends or profits are shared, or whether existing shares are diluted; think of it as an updated blueprint that can alter ownership and value.
Amended and Restated Bylaws regulatory
"the Board of Directors ... approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”)"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Nevada Revised Statutes regulatory
"to make certain technical, modernizing and clarifying changes consistent with the current Nevada Revised Statutes"
The Nevada Revised Statutes are the official compilation of laws enacted by Nevada’s legislature that govern business activities, corporate structure, licensing, taxation and legal procedures in the state. Think of it as Nevada’s rulebook that companies and regulators must follow; investors watch it because changes or specific statutes can affect a company’s legal obligations, tax position, licensing status and risk exposure, which in turn can influence valuation and investment decisions.
broker non-votes financial
"the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
record date regulatory
"provide that a record date for stockholders entitled to notice of and to vote at any meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action regulatory
"set out the voting standard for stockholder votes other than for the election of directors"
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Understanding 8-K Material Events →
NASDAQ false 0001798749 --12-31 0001798749 2026-06-08 2026-06-08
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2026

 

 

Jade Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   001-40544   83-1377888
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

221 Crescent St., Building 23  
Suite 105  
Waltham, MA   02453
(Address of principal executive offices)   (Zip Code)

(Registrant’s telephone number, including area code): (781) 312-3013

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common stock, par value $0.0001 per share   JBIO   The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☒

 

 
 

Item 3.03

Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the disclosures set forth under the heading “Amended and Restated Articles of Incorporation” in Item 5.03 below are incorporated by reference into this Item 3.03.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amended and Restated Articles of Incorporation

Jade Biosciences, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on June 9, 2026. At the 2026 Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation to waive jury trials in certain circumstances (the “Amendment”). The Amendment became effective upon the Company’s filing of Amended and Restated Articles of Incorporation, including the Amendment as a new Article X, with the Nevada Secretary of State on June 10, 2026 (the “Amended and Restated Articles”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amended and Restated Articles, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Amended and Restated Bylaws

On June 8, 2026, the Board of Directors (the “Board”) of the Company approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective on June 9, 2026, to make certain technical, modernizing and clarifying changes consistent with the current Nevada Revised Statutes (the “NRS”). Among other things, the amendments effected by the Amended and Restated Bylaws remove the requirement to prepare a list of stockholders entitled to vote at each stockholder meeting and make it available to stockholders for ten days prior to the meeting. In addition, the amendments make certain changes to better align with the language of provisions of the NRS that: permit stockholder and Board meetings to be held virtually and by remote communication; provide that a record date for stockholders entitled to notice of and to vote at any meeting of stockholders applies to any postponement of such meeting unless the Board fixes a new record date or the meeting is postponed to a date more than 60 days later than the original meeting date, in which case the Board shall fix a new record date; and set out the voting standard for stockholder votes other than for the election of directors (“number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action” instead of “affirmative vote of at least a majority of the votes cast”).

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto as Exhibit 3.2 (clean version) and Exhibit 3.3 (marked version), which are incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at the 2026 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

 

  1.

The election of two Class II Directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified. The following two Class II Directors were elected by the votes indicated:

 

     For    Withheld    Broker Non-Votes

Christopher Cain, Ph.D.

    34,373,784    8,041,605    3,591,287

Tom Frohlich

    42,399,190    16,199    3,591,287

  2.

Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment was ratified by the votes indicated:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

46,003,217    3,322    137    0

 

  3.

Proposal to approve an amendment to the Company’s Articles of Incorporation to waive jury trials in certain circumstances. The proposal was approved by the votes indicated:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

39,933,495    2,481,659    235    3,591,287

 

   

In addition, this proposal was unanimously approved by holders of the Company’s Series A Non-Voting Convertible Preferred Stock by written consent.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

    Description
 3.1    Amended and Restated Articles of Incorporation
 3.2    Amended and Restated Bylaws, effective as of June 9, 2026 (clean version)
 3.3    Amended and Restated Bylaws, effective as of June 9, 2026 (marked version)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

 

    JADE BIOSCIENCES, INC.
Date: June 11, 2026     By:  

/s/ Bradford Dahms

    Name:   Bradford Dahms
    Title:   Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Jade Biosciences (JBIO) approve at the 2026 Annual Meeting?

Jade Biosciences approved an amendment adding a new Article X to its Articles of Incorporation that waives jury trials in certain circumstances. The company also adopted Amended and Restated Bylaws to modernize procedures and align more closely with Nevada Revised Statutes.

When did Jade Biosciences’ amended charter and bylaws become effective?

The Amended and Restated Articles of Incorporation, including the jury trial waiver in Article X, became effective upon filing with the Nevada Secretary of State on June 10, 2026. The Amended and Restated Bylaws became effective one day earlier, on June 9, 2026.

How did Jade Biosciences (JBIO) change stockholder voting standards?

For stockholder votes other than director elections, the bylaws now require that the number of votes cast in favor of an action exceed the number of votes cast in opposition. This replaces the prior standard that called for an affirmative majority of the votes cast.

Did Jade Biosciences (JBIO) make changes regarding virtual meetings and record dates?

Yes. The updated bylaws align with Nevada law to permit stockholder and Board meetings to be held virtually or by remote communication. They also clarify that a record date generally applies to postponements unless a new date is set or the meeting is postponed beyond 60 days.

Which directors were elected at Jade Biosciences’ 2026 Annual Meeting and with how many votes?

Stockholders elected Christopher Cain, Ph.D. with 34,373,784 votes for and 8,041,605 withheld. They also elected Tom Frohlich with 42,399,190 votes for and 16,199 withheld, with 3,591,287 broker non‑votes recorded in each director election.

Did Jade Biosciences (JBIO) change requirements for stockholder lists before meetings?

The Amended and Restated Bylaws removed the requirement to prepare a list of stockholders entitled to vote at each meeting and make it available for ten days before the meeting. This is one of several technical and clarifying updates consistent with Nevada Revised Statutes.

Filing Exhibits & Attachments

6 documents

Other Documents