Aerovate to merge with Jade Biosciences; Jade holders to own 98.4%

Jade Biosciences, Inc.

Aerovate (AVTE) reverse-merges with Jade; pre-merger Jade stockholders receive 98.4% of combined firm; Aerovate holders receive 1.6%.
Concurrent ~$300M PIPE led by existing Jade investors, including conversion of $95M convertible notes.
Aerovate to pay ~$65M cash dividend to its pre-merger stockholders; combined company renamed Jade Biosciences, expects ticker 'JBIO'.
Post-closing board will be six members, all designated by Jade; closing requires stockholder and regulatory approvals.

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