Jade Biosciences Finalizes Merger with Aerovate and $300M Private Placement

Jade Biosciences, Inc., a biotechnology company specializing in cutting-edge therapies for autoimmune diseases, has officially merged with Aerovate Therapeutics, Inc. This strategic merger marks a significant milestone for Jade as it prepares to operate under the unified name of Jade Biosciences, Inc. The company's shares will begin trading on the Nasdaq Capital Market on April 29, 2025, under the ticker "JBIO."

Before the merger's completion, Jade secured a substantial private investment round, raising approximately $300 million. This funding was led by prominent healthcare investors such as Fairmount and Venrock Healthcare Capital Partners, among others. The investments included the conversion of $95 million in previously issued convertible notes. This financial boost strengthens Jade's ability to pursue its ambitious goals in developing novel therapies for autoimmune diseases.

As part of the merger agreement, each share of Jade's common stock was converted into 0.6311 shares of the new company's common stock. This conversion was adjusted for a reverse stock split of Aerovate's common stock at a 1-for-35 ratio, simplifying the company's capital structure. As a result of these changes, the new CUSIP number for Jade Biosciences is 008064206.

Following the merger, Aerovate will distribute a special cash dividend of approximately $2.40 per share to its pre-merger shareholders, rewarding them for their investment. The combined company's outstanding shares now total approximately 60.6 million on a fully-diluted basis, with around 52.6 million shares excluding those linked to equity awards.

Tom Frohlich, CEO of Jade, expressed enthusiasm about the company's progress since its inception. He highlighted the strong financial foundation and the expertise of the team, emphasizing their commitment to advancing best-in-class therapeutics for autoimmune diseases, which are designed to be more patient-friendly and potentially offer better outcomes.

Central to Jade's pipeline is JADE-001, an investigational monoclonal antibody aimed at treating Immunoglobulin A (IgA) nephropathy, a severe autoimmune disease. This condition can lead to significant kidney damage, resulting in proteinuria and declining kidney function, with the risk of progressing to end-stage kidney disease. JADE-001 is engineered to target the APRIL protein, a key factor in the disease's progression. By blocking APRIL, the therapy aims to reduce pathogenic IgA levels, decrease proteinuria, and preserve kidney function over time. The incorporation of half-life extension technology allows for dosing at least every eight weeks, potentially easing the treatment burden for patients.

JADE-001 is expected to enter clinical trials in the latter half of 2025, with initial results anticipated in the first half of 2026. In addition to JADE-001, Jade is advancing two other antibody programs, JADE-002 and JADE-003, which are currently in preclinical development.

IgA nephropathy is characterized by the deposition of abnormal IgA in the kidneys, leading to damage and impaired function. It is often diagnosed in young adults, and currently, no approved treatments exist that address the underlying cause of the disease by reducing abnormal IgA levels.

Jade Biosciences is committed to addressing critical unmet needs in autoimmune diseases. Its lead asset, JADE-001, specifically targets the cytokine APRIL for IgA nephropathy, with clinical trials set to begin soon. The company was founded on technology licensed from Paragon Therapeutics, an antibody discovery platform established by Fairmount. With its robust pipeline and financial backing, Jade is poised to make significant strides in developing therapies for autoimmune conditions.