Welcome to our dedicated page for Jade Biosciences SEC filings (Ticker: JBIO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Jade Biosciences filings document a Nasdaq-listed clinical-stage biotechnology issuer developing antibody therapies for autoimmune diseases. Form 8-K reports furnish operating and financial results and attach corporate updates covering JADE101, JADE201, JADE301, research progress, and liquidity-related disclosures.
The company's proxy and material-event filings cover annual meeting matters, board and officer changes, compensatory arrangements, employment inducement stock plans, material agreements, private placement securities, common stock and pre-funded warrant terms, and other capital-structure disclosures. The filings also identify Jade as an emerging growth company with common stock registered under the Exchange Act.
Jade Biosciences, Inc. officer Andrew James King reported equity compensation awards that increase his stake in the company. On February 12, 2026, he received 41,250 shares of common stock as a grant priced at $0 per share, bringing his directly owned common shares to 386,113.
He was also granted a stock option for 247,500 shares at an exercise price of $14.81 per share, expiring on February 11, 2036, with 247,500 derivative securities owned after the grant. The 41,250-share common stock grant is in the form of restricted stock units, vesting in four equal annual installments starting on February 15, 2026. The option vests 25% on February 15, 2027, with the remaining 75% vesting in equal monthly installments over the following three years, all subject to his continued service.
Deep Track Capital and related investors now report no beneficial ownership of Jade Biosciences, Inc. common stock. As of the event date of December 31, 2025, Deep Track Capital, Deep Track Biotechnology Master Fund, Ltd., and David Kroin each report 0 shares beneficially owned, representing 0.00% of the common stock.
The ownership calculations use 46,004,205 common shares outstanding as of November 7, 2025, as disclosed in Jade Biosciences’ prior quarterly report. The filing confirms that the securities referenced were not acquired or held for the purpose of changing or influencing control of Jade Biosciences.
The Vanguard Group filed an amended Schedule 13G reporting passive ownership of Jade Biosciences Inc common stock. Vanguard reports beneficial ownership of 2,095,767 shares, representing 4.24% of the outstanding common stock as of 12/31/2025.
Vanguard has shared voting power over 170,125 shares and shared dispositive power over 2,095,767 shares, with no sole voting or dispositive power. The filing notes an internal realignment effective January 12, 2026, after which certain Vanguard subsidiaries or business divisions are expected to report beneficial ownership separately while continuing the same investment strategies.
Jade Biosciences, Inc. entered into a securities purchase agreement for a private placement of 3,214,286 shares of common stock at $14.00 per share, for expected gross proceeds of approximately $45 million before expenses. The closing is expected on December 16, 2025, subject to customary closing conditions and in accordance with applicable Nasdaq rules.
The company plans to use the net proceeds to fund research and development, as well as general corporate expenses and working capital needs, supporting ongoing operations and pipeline development.
Jade also entered into a Registration Rights Agreement with the purchaser, committing to file a registration statement (or amend an existing one) to register the resale of the shares within 45 days after closing and to seek effectiveness within 75 days, with specified penalties if these timelines are not met. The private placement relies on exemptions from registration under Section 4(a)(2) and/or Rule 506 of Regulation D, with the investor represented as an accredited investor or qualified institutional buyer and the securities sold without general solicitation.
Jade Biosciences (JBIO) reported third-quarter results reflecting active pipeline investment and a transformed capital structure following its reverse recapitalization with Aerovate and redomestication to Nevada. For the quarter ended September 30, 2025, net loss was $25.2 million, driven by research and development of $22.0 million and general and administrative of $5.4 million. Interest income was $2.3 million.
Liquidity strengthened: cash and cash equivalents were $50.1 million and investments were $148.8 million, totaling $198.9 million as of September 30, 2025. The company states these resources, combined with approximately $135 million of recent financing, are expected to fund at least 12 months of operations. Year-to-date operating cash use was $61.0 million. Capital actions included conversion of $129.2 million in convertible notes into equity and a pre-closing financing, with 7,375,394 pre-funded warrants outstanding at quarter-end. Shares outstanding were 46,004,205 as of November 7, 2025.
Jade Biosciences, Inc. (JBIO) furnished its Q3 2025 results via a press release, providing an update for the quarter ended September 30, 2025. The materials were furnished, not filed, under Item 2.02.
The company also highlighted prior transaction mechanics: Aerovate completed its merger sequence with Jade on April 28, 2025, and effected a 1-for-35 reverse stock split. Historical audited financials of Pre‑Merger Jade were retroactively adjusted to the 0.6311 exchange ratio and are included as Exhibit 99.2, alongside the Q3 press release (Exhibit 99.1) and an auditor consent.
Fairmount Funds Management LLC and related entities reported beneficial ownership of 10,353,875 shares of Jade Biosciences, Inc. common stock, representing 19.99% of the outstanding class as calculated on an adjusted share count of 51,795,275 shares. The stake includes 4,553,494 currently outstanding shares, Pre-Funded Warrants exercisable for 46,381 shares subject to a 9.99% ownership cap, and conversion rights to 5,754,000 shares from Series A non-voting preferred stock subject to a 19.99% cap. On 10/06/2025, Fund II purchased 1,333,126 shares at $9.14 per share and Pre-Funded Warrants for 855,047 shares at $9.1399 each, for an aggregate purchase price of $19,999,815.72, paid from working capital. The PIPE closed on 10/08/2025, and the investors received registration rights requiring the company to file a resale registration statement within 45 days of closing (or earlier) with a target effectiveness within 75 days after filing, subject to specified exceptions and penalties.
Insiders and affiliated funds purchased equity in Jade Biosciences (JBIO). On 10/06/2025, affiliated investors acquired 1,333,126 shares of common stock at $9.14 per share and received 855,047 pre-funded warrants exercisable into the same number of shares (exercise price $0.0001); the underlying common shares for the warrants are tied to an effective price of $9.1399. After the transactions, the reported beneficial ownership stakes include 1,897,677 shares attributed indirectly to Fairmount Healthcare Fund II L.P. and 2,655,817 shares indirectly attributed to Fairmount Healthcare Co-Invest IV L.P.
The filing notes the securities were purchased in a private placement and relies on Rule 16b-3(d)(1) exemption. Fairmount Funds Management LLC is the manager for the two funds, and Tomas Kiselak and Peter Harwin are identified as managers; they disclaim beneficial ownership except for pecuniary interests. The pre-funded warrants have no expiration and include a 9.99% beneficial ownership cap on exercise.
Jade Biosciences, Inc. announced securities and licensing developments related to its BAFF-R candidate, JADE201. The company agreed to issue pre-funded warrants to purchase an aggregate of 1,402,092 shares of common stock at a purchase price of $9.1399 per pre-funded warrant, where each warrant carries a $0.0001 per-share exercise price. The filing references related securities documents including a Securities Purchase Agreement dated October 6, 2025, a Form of Registration Rights Agreement and a Form of Pre-Funded Warrant.
Under a License Agreement tied to the BAFF-R program, the company paid for an IND-enabling toxicology study in April 2025 and remains obligated to a further milestone payment of $2.5 million upon the first dosing of a human patient in a Phase 1 trial. Licensed exclusivity runs to the last-to-expire relevant patent or 12 years from first commercial sale. The company published a press release and updated corporate presentation on October 7, 2025, and furnished those materials as exhibits.