aibioJade Biosciences agrees to $135 million private placement at $9.14 per share
Tickers JBIO
Jade Biosciences agreed to a PIPE financing of about $135 million at $9.14 per share, with Jefferies, TD Cowen, Stifel and Wedbush named as placement agents, and says its cash will fund operations into the first half of 2028.
Key facts
- Company
- Jade Biosciences, Inc. (NASDAQ: JBIO)
- News type
- Financings
- Primary source
- Jade Biosciences, Inc. 8-K (2025-10-07)
Jade Biosciences, Inc. (Nasdaq: JBIO) said on October 7, 2025 that it has entered into a securities purchase agreement for a private investment in public equity, or PIPE, that is expected to bring in gross proceeds of approximately $135 million before placement agent fees and offering expenses. In a PIPE, a listed company sells shares directly to selected investors instead of through a public offering. The company disclosed the deal in a press release furnished on Form 8-K.
The company is selling 13,368,164 shares of common stock at $9.14 per share. It is also selling pre-funded warrants for 1,402,092 shares at $9.1399 per warrant. The warrants have an exercise price of $0.0001 per share and can be exercised at any time after issuance, subject to beneficial ownership limits set by each holder. The company expects the deal to close on or about October 8, 2025, subject to customary closing conditions.
Who is buying
The release names Janus Henderson Investors, Fairmount, RA Capital Management, Marshall Wace, Aberdeen Investments, Great Point Partners, Venrock Healthcare Capital Partners, Samsara BioCapital and Avidity Partners as participants, along with several other healthcare investors. It says the group includes both new and existing investors. The release says Jade was launched on assets licensed from Paragon Therapeutics, an antibody discovery engine founded by Fairmount.
Who is placing it
Jefferies, TD Cowen, Stifel and Wedbush & Co. are serving as placement agents to Jade for the PIPE. The securities have not been registered under the Securities Act and may not be resold in the United States except under an effective registration statement or an exemption. Jade and the investors also signed a registration rights agreement, under which the company agreed to file a registration statement covering the resale of the shares and the shares underlying the pre-funded warrants.
Dilution
After the transaction, the company says it will have about 67.4 million shares of common stock and common stock equivalents outstanding. That count includes the shares underlying the pre-funded warrants and the Series A non-voting convertible preferred stock. The registration rights agreement covers the resale of the shares and the warrant shares sold in the PIPE, not the preferred stock, and the release does not say when the registration statement will be filed.
Use of money and runway
Jade intends to use the net proceeds, together with its existing cash, cash equivalents and marketable securities, to fund research and development, general corporate expenses and working capital. Based on current operating plans, the company expects its cash, cash equivalents and marketable securities to fund operations into the first half of 2028.
The pipeline behind the money
Jade's lead candidate is JADE101, which targets the cytokine APRIL. It is in a Phase 1 clinical trial for immunoglobulin A nephropathy, or IgAN. The release describes JADE201 as a second development candidate and JADE-003 as an undisclosed antibody discovery program, both in preclinical development. Its only clinical program is in Phase 1.
The company's history matters for that pipeline. Its predecessor, Aerovate Therapeutics, developed AV-101, an inhaled imatinib for pulmonary arterial hypertension. In June 2024 Aerovate reported that the Phase 2b portion of its IMPAHCT trial did not meet its primary endpoint for improvement in pulmonary vascular resistance compared with placebo at any studied dose. It halted enrollment and shut down the Phase 3 portion and the long-term extension study. The predecessor's filing says AV-101 was its only product candidate in development, and that the company does not intend to resume its development.
Aerovate then began a strategic review in July 2024, with Wedbush PacGrow as its exclusive strategic financial advisor. In June 2024 it had announced plans to terminate nearly all of its workforce.
What is not in the release
The release gives the PIPE price, the share and warrant counts and the runway date. It does not give a quarterly burn rate or the cash balance at a recent date. A reader would need the quarterly report for the period ended June 30, 2025, which the release cites, to compare spending with cash. The release also names no legal counsel for Jade or the placement agents.