| Item 2.02. |
Results of Operations and Financial Condition. |
On November 13, 2025, Jade Biosciences, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).
This Item 2.02 and Exhibit 99.1 to this Report are being furnished to the SEC and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
As previously disclosed, on April 28, 2025 (the “Closing Date”), the Company consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2024 (the “Merger Agreement”), by and among the Company (f/k/a Aerovate Therapeutics, Inc., a Delaware corporation (“Aerovate”)), Caribbean Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Aerovate (“First Merger Sub”), Caribbean Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Aerovate (“Second Merger Sub”), and Jade Biosciences, Inc., a private Delaware corporation (“Pre-Merger Jade”), pursuant to which, among other matters, Pre-Merger Jade merged with and into First Merger Sub, with Pre-Merger Jade continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger (“First Merger”) and following the First Merger, Pre-Merger Jade then merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the second merger (the “Second Merger” and together with the First Merger, the “Merger”). Following the Merger, Second Merger Sub merged with and into Aerovate, and Aerovate changed its name to “Jade Biosciences, Inc.” Immediately prior to the consummation of the Merger, Aerovate effected a 1-for-35 reverse stock split of the common stock, par value $0.0001 per share, of Aerovate (“Company Common Stock”), which became effective on April 28, 2025. At the Closing, among other things, the shares of Pre-Merger Jade common stock and Pre-Merger Jade pre-funded warrants were converted into shares of Company Common Stock and pre-funded warrants to purchase shares of Company Common Stock equal to the exchange ratio of 0.6311 shares of Company Common Stock for each share of Pre-Merger Jade common stock (the “Exchange Ratio”).
To reflect the Exchange Ratio, the audited financial statements of Pre-Merger Jade as of December 31, 2024 and June 18, 2024 and for the period from June 18, 2024 (inception) to December 31, 2024 and the related notes thereto have been retroactively adjusted and are filed herewith as Exhibit 99.2. There have been no other changes to such financial statements.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
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| Exhibit |
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Description |
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| 23.1 |
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
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| 99.1 |
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Press release issued on November 13, 2025. |
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| 99.2 |
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Audited Financial Statements of Jade Biosciences, Inc. as of December 31, 2024 and June 18, 2024 and for the period from June 18, 2024 to December 31, 2024. |
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| 104 |
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Cover page interactive data file (embedded within the inline XBRL document) |
