Jade Biosciences, Inc. (JBIO) received an amended Schedule 13G reporting that Venrock Healthcare funds and related entities collectively beneficially own 5,115,862 shares of common stock and pre-funded warrants, representing 9.99% of the company’s common stock as of December 31, 2025.
The holdings are spread across several Venrock vehicles, including Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, and Venrock Healthcare Capital Partners EG, L.P., with management entities and individuals Nimish Shah and Bong Koh having shared voting and dispositive power.
The pre-funded warrants include a “Beneficial Ownership Blocker” that prevents exercise if ownership would exceed 9.99% of Jade Biosciences’ outstanding common stock. The filers certify that the securities are not held for the purpose of changing or influencing control of the company.
What does the Schedule 13G/A filing reveal about Jade Biosciences (JBIO) ownership?
The filing shows Venrock-affiliated investors beneficially own 5,115,862 JBIO shares and warrants, or 9.99% of the company. This stake reflects common stock plus pre-funded warrants, with shared voting and dispositive power across several Venrock funds and related management entities.
Who are the reporting persons in the Jade Biosciences (JBIO) Schedule 13G/A?
The reporting group includes multiple Venrock Healthcare funds and individuals Nimish Shah and Bong Koh. Entities named are VHCP III, VHCP Co-Investment III, VHCP EG, VHCP Management III, and VHCP Management EG, which together report shared voting and dispositive power over the same securities block.
How large is Venrock’s reported stake in Jade Biosciences (JBIO)?
The group reports beneficial ownership of 5,115,862 shares and warrants, equal to 9.99% of JBIO’s common stock. This percentage is calculated from 49,314,337 shares outstanding plus 1,895,498 shares issuable upon exercise of pre-funded warrants as referenced in the filing.
What are the pre-funded warrants held in the Jade Biosciences (JBIO) position?
The reported position includes pre-funded warrants exercisable for additional JBIO common shares, subject to a 9.99% blocker. These warrants are split among VHCP III, VHCP Co-Investment III, and VHCP EG, and can only be exercised to the extent total ownership stays below the blocker threshold.
Does the Venrock group seek control of Jade Biosciences (JBIO) according to this filing?
The reporting persons certify the securities were not acquired to change or influence control of Jade Biosciences. They state the holdings are not part of any transaction intended to alter control, other than activities tied to a nomination process under the specified SEC rule.
How is the 9.99% ownership cap applied to Venrock’s JBIO warrants?
A Beneficial Ownership Blocker in the pre-funded warrants prevents exercises that would push ownership above 9.99%. As a result, the reporting group is currently limited to beneficial ownership of no more than 5,115,862 JBIO common shares in aggregate.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
JADE BIOSCIENCES, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
008064206
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
008064206
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,115,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,115,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,115,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
008064206
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,115,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,115,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,115,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
008064206
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,115,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,115,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,115,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
008064206
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,115,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,115,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,115,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
008064206
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,115,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,115,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,115,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
008064206
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,115,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,115,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,115,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
008064206
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,115,862.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,115,862.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,115,862.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
JADE BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
930 WINTER STREET, SUITE M-500, WALTHAM, MA, 02451.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
008064206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference
The Reporting Persons' ownership of the Issuer's securities consists of (i) 570,656 shares of common stock and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 546,693 shares of common stock held by VHCP III, (ii) 57,017 shares of common stock and Pre-Funded Warrants exercisable for up to 54,637 shares of common stock held by VHCP Co-Investment III, and (iii) 2,592,691 shares of common stock and Pre-Funded Warrants exercisable for up to 2,385,945 shares of common stock held by VHCP EG. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, VHCP III, VHCP Co-Investment III and VHCP EG, together with their affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding of the Issuer. VHCP III, VHCP Co-Investment III and VHCP EG are currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 5,115,862 shares of common stock.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of December 31, 2025. Such percentage is based upon the sum of (i) 49,314,337 shares of common stock outstanding as of December 17, 2025, as reported in the Issuer's Prospectus filed with the Securities and Exchange Commission (the "SEC") on December 30, 2025 and (ii) 1,895,498 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
02/17/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
02/17/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh (incorporated by reference to Exhibit 24.1 to Schedule 13G filed on May 5, 2025)
Exhibit 24.2 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit 24.2 to Schedule 13G filed on May 5, 2025)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on May 5, 2025)
