Jade Biosciences files Q1 financials after Aerovate merger and $334.2 million financing

Jade Biosciences, Inc. (Nasdaq: JBIO), formerly Aerovate Therapeutics, Inc., filed first-quarter financial statements for Jade, the business it acquired in a merger that closed on April 28, 2025. The Form 8-K filed May 14, 2025 includes unaudited statements for the three months ended March 31, 2025. They show cash and cash equivalents of $49,929 thousand and a net loss of $38,169 thousand for the quarter. Tom Frohlich, Chief Executive Officer, signed the filing.

What the filing reports

Under Item 2.01, the company attached Jade's unaudited condensed consolidated financial statements and its management's discussion and analysis for the three months ended March 31, 2025. The filing points readers to the proxy statement/prospectus on Form S-4, declared effective on March 25, 2025, for risk factors and legal proceedings. On May 14, 2025, the company also issued a press release on Jade's quarterly results and made an updated corporate presentation available on its website.

The merger and financing terms

The financial statements explain the deal. On October 30, 2024, Aerovate, two merger subsidiaries and Jade signed a merger agreement. On April 28, 2025, the first merger subsidiary merged into Jade. Immediately before the merger, Aerovate effected a 1-for-35 reverse stock split of its common stock. The combined company was re-domesticated and incorporated under Nevada law on April 28, 2025.

The statements also describe a pre-closing financing. Investors bought 43,947,116 shares of pre-merger Jade common stock and 12,305,898 pre-funded warrants for gross proceeds of approximately $334.2 million. That figure reflects the conversion of $95.0 million of previously issued convertible notes, plus accrued and unpaid interest. The conversion price was the financing price multiplied by 0.80. The shares and warrants converted into Aerovate common stock and pre-funded warrants in the merger, and those pre-funded warrants do not expire.

First-quarter numbers

Jade reported operating expenses of $23,384 thousand for the quarter, made up of $20,023 thousand in research and development and $3,361 thousand in general and administrative costs. It also booked a $15,400 thousand charge for the change in fair value of its convertible notes payable. Net loss and comprehensive loss was $38,169 thousand, or $(12.10) per share on 3,155,500 weighted-average shares.

Net cash used in operating activities was $18,757 thousand. Cash and cash equivalents fell from $69,386 thousand at December 31, 2024, to $49,929 thousand at March 31, 2025. Convertible notes payable stood at $123,000 thousand at quarter end, against $107,600 thousand at year end, and the total stockholders' deficit was $83,510 thousand. The quarter ended before the April 28, 2025 closing, so the period does not include the cash from the financing described above.

About Jade and Aerovate

Jade was incorporated in Delaware on June 18, 2024. The statements describe it as focused on therapies for autoimmune diseases. Its lead candidate, JADE101, targets the cytokine APRIL for immunoglobulin A nephropathy. Two antibody discovery programs, JADE-002 and JADE-003, are in preclinical development. Jade was launched on assets licensed from Paragon Therapeutics Inc., an antibody discovery engine founded by Fairmount Funds Management LLC.

Aerovate's annual report, filed March 27, 2025, says its product candidate AV-101 for pulmonary arterial hypertension did not meet its primary endpoint in the Phase 2b portion of its IMPAHCT trial, although the drug was generally well tolerated. Aerovate then cut 92% of its workforce and began a review of strategic alternatives, with Wedbush Securities Inc. as its exclusive strategic financial advisor.

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