Jade Biosciences prices $150M stock offering

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.

Rhea-AI Filing Summary

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.

Insights

Biotech capital markets analyst

Jade raises up to ~$161.5M via a common stock offering.

Jade Biosciences is issuing 10,000,000 common shares at $15.00, with underwriters paying $14.10. This primary equity raise should generate about $140.3M in net proceeds, or $161.5M if the 1,500,000-share over-allotment option is fully exercised.

The capital is earmarked for clinical trials, preclinical studies, manufacturing, broader R&D, capital expenditures, working capital and other corporate uses. As a clinical-stage company without product revenue, access to this funding can be important for advancing programs like JADE101, JADE201 and JADE301.

The transaction uses an existing Form S-3 shelf and is expected to close on June 5, 2026, subject to customary conditions. Actual impact for shareholders will depend on the final take-up of the 30-day option and future progress of Jade’s autoimmune pipeline.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares offered: 10,000,000 shares Public offering price: $15.00 per share Underwriters’ purchase price: $14.10 per share +5 more

8 metrics

Shares offered 10,000,000 shares Common stock in underwritten public offering

Public offering price $15.00 per share Price to the public for common stock

Underwriters’ purchase price $14.10 per share Price paid by underwriters under the agreement

Gross proceeds $150.0 million Expected gross proceeds from 10,000,000 shares, excluding option

Net proceeds base $140.3 million Expected net proceeds after fees and expenses, excluding option

Net proceeds with option $161.5 million Expected net proceeds if 1,500,000-share option exercised in full

Over-allotment shares 1,500,000 shares 30-day option for underwriters to purchase additional shares

Shelf registration Form S-3 No. 333-295662 Registration statement for this offering

Key Terms

underwriting agreement, shelf registration statement, prospectus supplement, pre-funded warrants, +2 more

6 terms

underwriting agreement financial

"Jade Biosciences, Inc. (“Jade” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC..."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"The offering is being made pursuant to the Company’s shelf registration statement on Form S-3..."

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"a prospectus supplement and the accompanying prospectus filed with the SEC on June 3, 2026 pursuant to Rule 424(b)..."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

pre-funded warrants financial

"common stock or, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of its common stock..."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

forward-looking statements regulatory

"Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws..."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

book-running managers financial

"Jefferies, TD Cowen and UBS Investment Bank are acting as joint book-running managers for the offering."

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Jade Biosciences (JBIO) raising through its June 2026 stock offering?

Jade Biosciences is raising capital by selling 10,000,000 shares of common stock at $15.00 per share. This primary offering is expected to generate gross proceeds of $150.0 million before underwriting discounts, commissions, and expenses, supporting its autoimmune disease drug development programs.

How much will Jade Biosciences (JBIO) receive in net proceeds from the offering?

Jade expects net proceeds of approximately $140.3 million from the 10,000,000-share offering. If underwriters fully exercise their 30-day option to buy 1,500,000 additional shares, net proceeds are expected to increase to about $161.5 million after underwriting discounts and estimated offering expenses.

What is the share price and size of Jade Biosciences’ June 2026 stock sale?

Jade is selling 10,000,000 common shares at a public offering price of $15.00 per share. Underwriters will purchase the shares at $14.10 per share, implying $150.0 million in gross proceeds to Jade, excluding any exercise of the underwriters’ additional share option.

Does Jade Biosciences’ June 2026 deal include an over-allotment option for underwriters?

Yes. Jade granted underwriters a 30-day option to purchase up to an additional 1,500,000 shares of common stock. These additional shares would be sold at the public offering price, less underwriting discounts and commissions, potentially increasing total net proceeds beyond $140.3 million.

How does Jade Biosciences plan to use the proceeds from this offering?

Jade plans to use net proceeds, alongside existing cash, to fund clinical trials, preclinical studies, and manufacturing for its programs. Additional proceeds will support broader research and development activities, capital expenditures, working capital needs, and other general corporate purposes across its autoimmune pipeline.

When is Jade Biosciences’ June 2026 stock offering expected to close?

The offering is expected to close on June 5, 2026, provided customary closing conditions are satisfied. Closing will follow execution of the underwriting agreement and is conducted under Jade’s effective Form S-3 shelf registration and related prospectus supplement filed with the SEC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 05:09 PM Learn about SEC filing dates

NASDAQ false 0001798749 0001798749 2026-06-03 2026-06-03

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 3, 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 8.01. Other Events.

On June 3, 2026, Jade Biosciences, Inc. (“Jade” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price to the public of $15.00 per share. The Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $14.10 per share. In addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 1,500,000 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from this offering are expected to be approximately $140.3 million, or approximately $161.5 million if the Underwriters’ option to purchase additional shares is exercised in full, after deducting underwriting discounts and commissions and estimated offering expenses. The offering is expected to close on June 5, 2026, subject to the satisfaction of customary closing conditions.

The offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-295662), including the prospectus included therein, previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), and a prospectus supplement and the accompanying prospectus filed with the SEC on June 3, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and which is incorporated by reference herein. A copy of the opinion of Brownstein Hyatt Farber Schreck, LLP, relating to the validity under Nevada law of the issuance and sale of the Shares in this offering is attached as Exhibit 5.1 to this report.

The Company issued press releases on June 3, 2026 announcing the commencement and pricing of the offering, which press releases are attached as Exhibits 99.1 and 99.2, respectively, to this report.

***

Jade cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include, without limitation, statements regarding the completion of the offering, the expected closing date of the offering, the exercise of the Underwriters’ option to purchase additional shares and the expected net proceeds therefrom. The inclusion of forward-looking statements should not be regarded as a representation by Jade that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in Jade’s business, including those described in the Company’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Jade undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement, dated June 3, 2026, by and among Jade Biosciences, Inc. and Jefferies LLC, TD Securities (USA) LLC and UBS Securities LLC
5.1		Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1		Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1)
99.1		Press Release, dated June 3, 2026
99.2		Press Release, dated June 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 4, 2026				By:		/s/ Bradford Dahms
				Name:		Bradford Dahms
				Title:		Chief Financial Officer and Treasurer

Exhibit 99.1

Jade Biosciences Announces Proposed Underwritten Public Offering

San Francisco and Vancouver, British Columbia – June 3, 2026 – Jade Biosciences, Inc. (“Jade” or the “Company”) (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced that it intends to offer and sell, subject to market and other conditions, shares of its common stock or, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of its common stock, in a proposed underwritten public offering. All of the shares of common stock and pre-funded warrants to be sold in the proposed offering are being offered by Jade. In addition, Jade intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the securities offered in the public offering, at the public offering price, less underwriting discounts and commissions. There can be no assurance as to whether or when the proposed public offering may be completed, or as to the actual size or terms of the proposed offering.

Jade intends to use the net proceeds from the proposed offering, together with its existing cash, cash equivalents, and investments, to fund clinical trials, preclinical studies, and manufacturing in support of its programs, as well as for additional research and development activities, capital expenditures, working capital and other general corporate purposes.

Jefferies, TD Cowen and UBS Investment Bank are acting as joint book-running managers for the proposed offering. LifeSci Capital is also acting as a book-running manager for the proposed offering. BTIG is acting as a lead manager for the proposed offering.

The securities described above are being offered by Jade pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was previously filed with the Securities and Exchange Commission (“SEC”) and was declared effective on May 15, 2026. A preliminary prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC. Copies of the prospectus supplement for this offering may be obtained, when available, by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; and UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, NY 10010, or by email at ol-prospectus-request@ubs.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Jade Biosciences, Inc.

Jade Biosciences is a clinical-stage biotechnology company focused on developing best-in-class therapies that address critical unmet needs in autoimmune diseases. Jade’s lead candidate, JADE101, targets the cytokine APRIL, and is currently being evaluated for the treatment of immunoglobulin A nephropathy. Jade’s pipeline also includes JADE201, an afucosylated anti-BAFF-R monoclonal antibody, as well as JADE301, an undisclosed antibody program. Jade was launched based on assets licensed from Paragon Therapeutics, an antibody discovery engine founded by Fairmount.

Forward Looking Statements

Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, our expectations regarding the completion, timing, structure and size of the proposed offering and our intended use of net proceeds therefrom, and the grant of the option to purchase additional shares. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Jade’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as the other risks, uncertainties and factors more fully described in Jade’s most recent filings with the Securities and Exchange Commission (including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and its subsequent filings). Should one or more of these risks or uncertainties materialize, or should any of Jade’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Jade does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements, except as required by law. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Jade.

Jade Biosciences Contact

Priyanka Shah

Media@JadeBiosciences.com

IR@JadeBiosciences.com

908-447-6134

Exhibit 99.2

Jade Biosciences Announces Pricing of Public Offering of Common Stock

San Francisco and Vancouver, British Columbia – June 3, 2026 – Jade Biosciences, Inc. (“Jade” or the “Company”) (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced the pricing of a public offering of 10,000,000 shares of its common stock. The shares of common stock are being sold to the public at a price of $15.00 per share. The gross proceeds to Jade from the offering, before deducting the underwriting discounts and commissions and other offering expenses, are expected to be $150.0 million, excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on June 5, 2026, subject to the satisfaction of customary closing conditions. In addition, Jade has granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of common stock at the public offering price, less underwriting discounts and commissions. All of the shares of common stock to be sold in the public offering are being sold by Jade.

Jade intends to use the net proceeds from this offering, together with its existing cash, cash equivalents, and investments, to fund clinical trials, preclinical studies, and manufacturing in support of its programs, as well as for additional research and development activities, capital expenditures, working capital and other general corporate purposes.

Jefferies, TD Cowen and UBS Investment Bank are acting as joint book-running managers for the offering. LifeSci Capital is acting as passive book-running manager for the offering. BTIG is acting as a lead manager for the offering.

The securities described above are being offered by Jade pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was previously filed with the Securities and Exchange Commission (“SEC”) and was declared effective on May 15, 2026. A preliminary prospectus supplement and accompanying prospectus relating to this offering has been filed with the SEC and a final prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC. The offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the final prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; and UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, NY 10010, or by email at ol-prospectus-request@ubs.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Jade Biosciences, Inc.

Jade Biosciences is a clinical-stage biotechnology company focused on developing best-in-class therapies that address critical unmet needs in autoimmune diseases. Jade’s lead candidate, JADE101, targets the cytokine APRIL, and is currently being evaluated for the treatment of immunoglobulin A nephropathy. Jade’s pipeline also includes JADE201, an afucosylated anti-BAFF-R monoclonal antibody, as well as JADE301, an undisclosed antibody program. Jade was launched based on assets licensed from Paragon Therapeutics, an antibody discovery engine founded by Fairmount.

Forward Looking Statements

Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, our expectations regarding the expected closing of the offering and the anticipated use of net proceeds therefrom. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Jade’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as the other risks, uncertainties and factors more fully described in Jade’s most recent filings with the Securities and Exchange Commission (including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and its subsequent filings). Should one or more of these risks or uncertainties materialize, or should any of Jade’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Jade does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements, except as required by law. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Jade.

Jade Biosciences Contact

Priyanka Shah

Media@JadeBiosciences.com

IR@JadeBiosciences.com

908-447-6134

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 8.5 KB
• EX-99.2 EX-99.2 8.6 KB

Other Documents

• EX-1.1 EX-1.1 257.2 KB
• EX-5.1 EX-5.1 12.4 KB
• 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