--- title: "Jade Biosciences (formerly Aerovate) details $334.2 million pre-merger financing" url: "https://aibio.space/news/jade-biosciences-formerly-aerovate-details-334-2-million-pre-merger/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-05-14" section: "Mergers" tickers: "NASDAQ:JBIO" source: "https://www.sec.gov/Archives/edgar/data/1798749/000119312525119856/d72148dex991.htm" summary: "Aerovate Therapeutics took the Jade Biosciences name when the deal closed on April 28, 2025. Pre-merger Jade's management team runs the combined company." --- By the aibio.space news desk. Sources - [Jade Biosciences, Inc. 8-K (2025-05-14)](https://www.sec.gov/Archives/edgar/data/1798749/000119312525119856/d72148dex991.htm) [JBIO](https://aibio.space/companies/jade-biosciences/) 2025-05-14 # Jade Biosciences (formerly Aerovate) details $334.2 million pre-merger financing Tickers [JBIO](https://aibio.space/companies/jade-biosciences/) Aerovate Therapeutics took the Jade Biosciences name when the deal closed on April 28, 2025. Pre-merger Jade's management team runs the combined company. ## Key facts - **Company**: Jade Biosciences, Inc. (NASDAQ: JBIO) - **News type**: Mergers - **Primary source**: [Jade Biosciences, Inc. 8-K (2025-05-14)](https://www.sec.gov/Archives/edgar/data/1798749/000119312525119856/d72148dex991.htm) *An executive reading charts on a tablet. Photo: Olu Eletu, CC0, via StockSnap. The picture shows the field, not the companies named.* Jade Biosciences, Inc. (Nasdaq: [JBIO](https://aibio.space/companies/jade-biosciences/)) filed unaudited financial statements for pre-merger Jade, the private company it merged with, in an [exhibit to a Form 8-K](https://www.sec.gov/Archives/edgar/data/1798749/000119312525119856/d72148dex991.htm) dated May 14, 2025. They cover the quarter ended March 31, 2025, before the reverse merger closed on April 28, 2025. ## The deal and the financing Under a merger agreement dated October 30, 2024, a subsidiary of Aerovate Therapeutics, Inc. merged with Jade, which then merged into a second Aerovate subsidiary. Aerovate changed its name to Jade Biosciences, Inc. The combined company is led by pre-merger Jade's management team. Immediately before the closing, Aerovate effected a 1-for-35 reverse stock split, and the combined company was re-domesticated in Nevada. Just before the merger, new and existing 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 convertible notes plus accrued and unpaid interest. The conversion price was the financing price multiplied by 0.80. The securities converted into Aerovate shares and pre-funded warrants, which have an exercise price of $0.0001 and do not expire. The exchange ratio used for per-share figures was 0.6311. The filing also says the exchange ratio assumed an aggregate purchase price of approximately $300.0 million for the financing, a valuation of $175.0 million for Jade, and Aerovate net cash of approximately $0 plus a valuation of $8.0 million. It does not explain why gross proceeds of $334.2 million came in above the $300.0 million figure. ## The business Jade was incorporated in Delaware on June 18, 2024. Its lead candidate, JADE101, targets the cytokine APRIL for immunoglobulin A nephropathy. The pipeline also has two undisclosed antibody discovery programs, JADE-002 and JADE-003, both in preclinical development. Jade was launched on assets licensed from Paragon Therapeutics Inc., an antibody discovery engine founded by Fairmount Funds Management LLC. The filing reports no clinical data. Under the JADE-001 license, Jade owes Paragon up to $22.0 million in development and regulatory milestones. A $1.5 million fee was paid in December 2024, and a further $2.5 million is due at first dosing of a human patient in a Phase 1 trial. ## The first-quarter loss Net loss for the three months ended March 31, 2025 was $38.2 million. Research and development expense was $20,023 thousand and general and administrative expense was $3,361 thousand, for an operating loss of $23,384 thousand. The gap to the net loss is a $15,400 thousand non-cash charge for the change in fair value of the convertible notes, less $615 thousand of interest income. Net loss per share was $12.10 on 3,155,500 weighted average shares. Jade used $18.8 million of cash in operations. Cash and cash equivalents fell to $49.9 million from $69,386 thousand at December 31, 2024. Accumulated deficit was $85,148 thousand and total stockholders' deficit was $83,510 thousand. ## The notes Jade sold $80.0 million of convertible notes in July 2024, $20.0 million of it to a related party, and received $15.0 million more in September 2024. The notes accrued interest at 12.0% per annum and are scheduled to mature on December 31, 2026, with prepayment barred without holder consent. They sat on the balance sheet at $123.0 million, up from $107.6 million at year-end, against $95.0 million of principal outstanding. The company said the $123.0 million consists of that principal plus a fair value adjustment of $28.0 million that includes $7.5 million of accrued interest. Related party holders account for $26.0 million of the March figure. Related party costs run through the income statement too: $7.8 million of research and development expense and $0.1 million of general and administrative expense for services from Paragon and Parade, with $6.9 million owed to them at quarter end. ## Funding claim Under a heading on liquidity and going concern, the company says its $49.9 million of cash, together with the pre-closing financing proceeds, will fund operating and capital spending for at least 12 months from the date the statements were issued. It says costs will keep rising significantly, including those of operating as a public company. The statements cover the private company only and give no share count for the combined company after April 28. [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/jade-biosciences-formerly-aerovate-details-334-2-million-pre-merger/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Jade Biosciences (formerly Aerovate) details $334.2 million pre-merger financing", 2025-05-14, https://aibio.space/news/jade-biosciences-formerly-aerovate-details-334-2-million-pre-merger/