Jade Biosciences (NASDAQ: JBIO) secures exclusive antibody license from Paragon

Rhea-AI Filing Summary

Jade Biosciences entered a JADE301 License Agreement with Paragon Therapeutics, securing a royalty-bearing, worldwide, exclusive, sublicensable license to certain monospecific antibodies against an undisclosed target for use across all human therapeutic areas.

The company may pay Paragon up to $22.0 million in development and regulatory milestones, including a $1.5 million development candidate nomination fee paid in January 2026 and a further $2.5 million on first dosing of a human in a Phase 1 trial.

On a product-by-product basis, Jade could owe up to approximately $20.1 million in sublicensing fees, plus low to mid-single-digit royalties on annual net sales of monospecific products and mid-single-digit royalties on multispecific products, with a 30% royalty reduction where no valid patent exists and royalties lasting at least 12 years from first sale or until patent expiry.

Paragon agrees not to start new campaigns for monospecific antibodies to the same target in the field for five years, and the agreement can be terminated on 60 days’ notice, for uncured material breach, or, where allowed by law, upon a party’s insolvency or bankruptcy.

Insights

Biopharma licensing analyst

Jade gains broad antibody rights with milestone and royalty obligations.

Jade Biosciences secured a worldwide, exclusive license from Paragon Therapeutics to develop and commercialize certain monospecific antibodies targeting an undisclosed antigen across all human disease indications. Economics combine development and regulatory milestones, sublicensing milestones, and ongoing royalties on future product sales.

Milestones include up to $22.0 million tied to development and approvals, with $1.5 million already paid for development candidate nomination and $2.5 million due at first human dosing in a Phase 1 trial. Additional sublicensing fees can reach about $20.1 million per product, mainly on commercial events, plus low to mid-single-digit and mid-single-digit royalties on monospecific and multispecific product sales respectively.

Paragon’s five-year commitment not to pursue new monospecific antibody campaigns against the same target and the royalty term extending to at least the twelfth anniversary of first sale or patent expiry support longer-term exclusivity. Termination flexibility via 60 days’ notice, breach, or insolvency allows either party to exit under defined circumstances, so actual financial impact will depend on Jade’s progress toward clinical milestones and commercialization.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Development and regulatory milestones: $22.0 million Candidate nomination fee: $1.5 million First human dosing milestone: $2.5 million +5 more

8 metrics

Development and regulatory milestones $22.0 million Total potential payments to Paragon under JADE301 License Agreement

Candidate nomination fee $1.5 million Paid in January 2026 for development candidate nomination

First human dosing milestone $2.5 million Due upon first dosing of a human patient in Phase 1 trial

Sublicensing fees per product up to approximately $20.1 million Mainly upon achievement of commercial milestones

Royalty reduction without patent 30% reduction Applied where no valid patent covers product in country of sale

Minimum royalty term 12 years From first sale or until last-to-expire patent, whichever is later

Non-compete campaign period 5 years Paragon will not start new monospecific campaigns against the target

Termination notice period 60 days Jade may terminate agreement on 60 days’ notice

Key Terms

royalty-bearing, sublicensable license, sublicensing fees, Phase 1 trial, +2 more

6 terms

royalty-bearing financial

"Paragon granted the Company a royalty-bearing, worldwide, exclusive and sublicensable license"

An asset, contract, or revenue stream described as royalty-bearing requires regular payments calculated as a percentage or fixed fee based on sales, production, or use. For investors, this matters because such payments either reduce the cash an owner keeps from a product or create a predictable income stream for the party receiving the royalty—think of it like renting out a patent or mine where the operator pays the owner a portion of what they earn.

sublicensable license regulatory

"granted the Company a royalty-bearing, worldwide, exclusive and sublicensable license to use, make, sell"

sublicensing fees financial

"On a product-by-product basis, the Company is obligated to pay sublicensing fees of up to approximately $20.1 million"

Phase 1 trial medical

"a further milestone payment of $2.5 million upon the first dosing of a human patient in a Phase 1 trial"

Phase 1 trial is the first stage of testing a new drug or treatment in humans, focused mainly on safety, tolerability and finding the right dose, usually in a small group of volunteers or patients. For investors it matters because clear safety and dosing results reduce development risk, unlock later, larger trials, and can meaningfully change a biotech’s value and timeline — like a prototype’s maiden test flight that shows whether further investment makes sense.

valid patent regulatory

"subject to a 30% reduction if there is no valid patent covering the product in the country of sale"

insolvency or bankruptcy regulatory

"to the extent permitted by law, on a party’s insolvency or bankruptcy"

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Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 04:41 PM Accepted by SEC EDGAR 07/01/2026 - 04:41 PM Learn about SEC filing dates

NASDAQ false 0001798749 0001798749 2026-06-29 2026-06-29

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 29, 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 1.01. Entry into a Material Definitive Agreement.

On June 29, 2026, Jade Biosciences, Inc. (the “Company”) entered into a License Agreement (the “JADE301 License Agreement”) with Paragon Therapeutics, Inc. (“Paragon”), pursuant to which Paragon granted the Company a royalty-bearing, worldwide, exclusive and sublicensable license to use, make, sell, import, export and otherwise exploit certain monospecific antibodies and products targeting an undisclosed target (the “Target”) in the field of prophylaxis, palliation, treatment and diagnosis of human disease and disorders in all therapeutic areas (the “Field”).

Under the terms of the JADE301 License Agreement, the Company is obligated to pay Paragon up to $22.0 million based on specific development and regulatory milestones, including a $1.5 million fee for nomination of a development candidate, which was paid in January 2026, and a further milestone payment of $2.5 million upon the first dosing of a human patient in a Phase 1 trial. On a product-by-product basis, the Company is obligated to pay sublicensing fees of up to approximately $20.1 million, mainly upon the achievement of commercial milestones. The Company will pay Paragon a low to mid-single-digit percentage royalty based on annual net sales of monospecific products in the Field and in the territory, and a mid-single-digit percentage royalty based on annual net sales of multispecific products in the Field and in the territory, subject to a 30% reduction if there is no valid patent covering the product in the country of sale. On a country-by-country basis, the royalty term for a product ends on the later of (i) the twelfth anniversary of the date of first sale of a Company product or (ii) the expiration of the last-to-expire valid patent covering the product in the country at issue.

Paragon will not conduct any new campaigns that generate monospecific antibodies targeting the Target in the Field for at least five years. The JADE301 License Agreement may be terminated on 60 days’ notice by us; on material breach without cure; and to the extent permitted by law, on a party’s insolvency or bankruptcy.

The foregoing is a summary description of certain terms of the JADE301 License Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the JADE301 License Agreement to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

SIGNATURE

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: July 1, 2026				By:		/s/ Bradford Dahms
				Name:		Bradford Dahms
				Title:		Chief Financial Officer and Treasurer

FAQ

What agreement did Jade Biosciences (JBIO) sign with Paragon Therapeutics?

Jade Biosciences signed the JADE301 License Agreement with Paragon, gaining a royalty-bearing, worldwide, exclusive license to develop and commercialize certain monospecific antibodies against an undisclosed target in all human therapeutic areas.

How much could Jade Biosciences (JBIO) pay Paragon under the JADE301 License Agreement?

Jade may pay Paragon up to $22.0 million in development and regulatory milestones, including a $1.5 million fee already paid and a $2.5 million payment at first human dosing, plus up to about $20.1 million in sublicensing fees per product.

What royalty rates will Jade Biosciences (JBIO) owe Paragon on product sales?

Jade will pay Paragon a low to mid-single-digit royalty on annual net sales of licensed monospecific products and a mid-single-digit royalty on multispecific products, with a 30% reduction in any country lacking a valid patent covering the product.

How long do royalty payments under the JADE301 License Agreement last?

For each country and product, the royalty term ends on the later of the twelfth anniversary of the product’s first sale or expiration of the last-to-expire valid patent covering that product in that country, ensuring a long-tail revenue stream if products succeed.

Does Paragon face any restrictions on competing antibody work under the Jade Biosciences deal?

Paragon agreed not to conduct new campaigns generating monospecific antibodies against the same undisclosed target in the defined field for at least five years, supporting Jade’s competitive position around that target during early development and commercialization efforts.

Under what conditions can the JADE301 License Agreement be terminated?

The agreement may be terminated by Jade on 60 days’ notice, by either party for uncured material breach, and, where permitted by law, upon a party’s insolvency or bankruptcy, giving structured exit options if circumstances change materially.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB