--- title: "Aerovate Therapeutics (now Jade Biosciences) completes merger and private" url: "https://aibio.space/news/aerovate-therapeutics-now-jade-biosciences-completes-merger-private/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-05-01" section: "Mergers" tickers: "NASDAQ:JBIO" source: "https://www.sec.gov/Archives/edgar/data/1798749/000119312525110004/d847557d8k.htm" summary: "Aerovate Therapeutics, whose only drug candidate missed its Phase 2b primary endpoint, closed its merger with Jade Biosciences on April 28, 2025. Aerovate" --- By the aibio.space news desk. Sources - [Jade Biosciences, Inc. Form 8-K filed May 1, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1798749/000119312525110004/d847557d8k.htm) - [Jade Biosciences, Inc. exhibit d847557dex991.htm to the May 1, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1798749/000119312525110004/d847557dex991.htm) - [Jade Biosciences, Inc. Form 10-K filed March 27, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1798749/000155837025003750/avte-20241231x10k.htm) [JBIO](https://aibio.space/companies/jade-biosciences/) 2025-05-01 # Aerovate Therapeutics (now Jade Biosciences) completes merger and private placement Tickers [JBIO](https://aibio.space/companies/jade-biosciences/) Aerovate Therapeutics, whose only drug candidate missed its Phase 2b primary endpoint, closed its merger with Jade Biosciences on April 28, 2025. Aerovate holders kept about 1.4% of the combined company, and the financing includes $95 million of converted notes. ## Key facts - **Company**: Jade Biosciences, Inc. (NASDAQ: JBIO) - **News type**: Mergers - **Primary source**: [Jade Biosciences, Inc. Form 8-K filed May 1, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1798749/000119312525110004/d847557d8k.htm) *Office towers against a dusk sky. CC0, via rawpixel. The picture shows the field, not the companies named.* Aerovate Therapeutics, now Jade Biosciences, Inc. (Nasdaq: [JBIO](https://aibio.space/companies/jade-biosciences/)), completed its business combination with the private Jade Biosciences on April 28, 2025. The [Form 8-K](https://www.sec.gov/Archives/edgar/data/1798749/000119312525110004/d847557d8k.htm) filed May 1, 2025 describes the deal as completed under an agreement and plan of merger dated October 30, 2024. The surviving company is a Nevada corporation, formerly Aerovate, a Delaware corporation. The press release said the shares were expected to begin trading on the Nasdaq Capital Market on April 29, 2025, under the same ticker. ## The exchange Before the merger, Aerovate effected a 1-for-35 reverse stock split. Each Jade common share converted into 0.6311 shares of common stock of the combined company, after adjusting for that split. Jade's convertible preferred converted into Aerovate Series A Non-Voting Convertible Preferred Stock, with each preferred share convertible into 1,000 common shares. Options to buy Jade stock were assumed, and warrants to buy Jade stock were converted into warrants for the combined company's common stock. The 8-K says that after the closing, Aerovate's securityholders own about 1.4% of the capital stock on a fully diluted basis, and Jade's securityholders, including buyers in the pre-closing financing, own about 98.6%. Those figures are the company's own. Aerovate paid a special cash dividend of about $69.6 million on April 28, 2025, and distributed about $2.40 per share, on a pre-split basis, to holders of record on April 25, 2025. Aerovate options priced at or below $2.5269 were cashed out for the difference, and options priced above it were cancelled for nothing. ## The private placement Jade's press release says it completed an oversubscribed private round of about $300 million in gross proceeds immediately before the merger, led by Fairmount, Venrock Healthcare Capital Partners and a large investment firm it does not name. The 8-K puts gross proceeds at approximately $334.2 million. Investors bought 43,947,116 shares of Jade common stock and 12,305,898 pre-funded warrants. The total includes the conversion of $95 million of previously issued convertible notes, plus accrued interest and premiums. Those notes converted at 0.80 times the round's price per share, so their holders received securities valued at approximately $129.2 million, and the remaining securities were valued at $205 million. The release also names Deep Track Capital, RA Capital Management and Deerfield Management among participants. Neither the 8-K nor the press release names a placement agent or financial adviser for Jade. Aerovate's 10-K says it engaged Wedbush Securities Inc. as exclusive strategic financial advisor in its review of alternatives. ## Who owns the company After the exchange ratio and merger, the company had 52,624,173 shares of common stock, assuming full exercise of all pre-funded warrants and counting preferred stock conversion, made up of 32,235,926 common shares, 7,766,247 pre-funded warrants and 12,622,000 shares underlying Series A Preferred Stock. The 8-K ownership table lists Fairmount affiliates with 7,249,356 shares, or 19.99%, Venrock with 9.99%, and FMR LLC, Deep Track and Frazier each above 5%,. Jade was launched on assets licensed from Paragon Therapeutics, which Fairmount founded. ## The pipeline and Aerovate's record Jade describes itself as developing therapies for autoimmune diseases. Its lead candidate, JADE-001, is an anti-APRIL monoclonal antibody for IgA nephropathy, engineered for dosing at intervals of at least eight weeks. The company expects it to enter the clinic in the second half of 2025, with initial data in the first half of 2026. Those dates are company projections, and JADE-001 has no clinical data. JADE-002 and JADE-003 are preclinical. The company Jade merged into had a failed program of its own. Aerovate's 10-K says topline Phase 2b data for AV-101, inhaled imatinib for pulmonary arterial hypertension, announced June 17, 2024, did not meet the primary endpoint and showed no meaningful improvement in six minute walk distance. Aerovate halted the Phase 3 portion, said AV-101 was its only product candidate, and had terminated 47 people, about 92% of its workforce, by December 31, 2024. ## What holders should weigh Aerovate's holders ended with about 1.4% of the combined company, plus a special dividend of about $69.6 million paid by Aerovate on the closing date. The new money is smaller than the headline suggests, because $95 million of the round was old notes converted into stock. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story JBIO Jade Biosciences, Inc. NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/aerovate-therapeutics-now-jade-biosciences-completes-merger-private/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Aerovate Therapeutics (now Jade Biosciences) completes merger and private", 2025-05-01, https://aibio.space/news/aerovate-therapeutics-now-jade-biosciences-completes-merger-private/