8-K
filed May 1, 2025, 7:59 PM ET
ticker JBIO
CIK 0001798749
M&A
confidence high
sentiment neutral
materiality 1.00
Jade Biosciences, Inc. (JBIO): auditor change — Jade Biosciences completes reverse merger with Aerovate; former Aerovate holders own ~1.4%
Jade Biosciences, Inc.
- Merger closed April 28, 2025; Aerovate stockholders received ~$69.6M special dividend ($2.40 pre-split) and ~1.4% of combined entity.
- Jade securityholders own ~98.6% of combined company; gross proceeds ~$334.2M raised including $95M convertible note conversion.
- Aerovate 1-for-35 reverse stock split effective prior to close; combined company renamed Jade Biosciences, Inc., ticker JBIO.
- Post-merger outstanding: 32.2M common shares, 7.8M pre-funded warrants, and 12.6M shares underlying Series A Preferred Stock.
- Unaudited pro forma combined financials filed; business focus on autoimmune disease therapies from Paragon Therapeutics license.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Jade Biosciences, Inc. engaged PricewaterhouseCoopers LLP as its auditor.
- Action
- engagement
- Auditor
- PricewaterhouseCoopers LLP
Exact text from the filing
On April 28, 2025, the Audit Committee appointed PwC as the independent registered public accounting firm of the Company.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Jade Biosciences, Inc. dismissed KPMG LLP as its auditor.
- Action
- dismissal
- Auditor
- KPMG LLP
- Successor
- PricewaterhouseCoopers LLP
Exact text from the filing
On April 28, 2025, KPMG was dismissed as the independent registered public accounting firm of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Jade Biosciences, Inc.: Adoption of Nevada bylaws in connection with Redomestication from Delaware to Nevada (effective 2025-04-28).
- Change
- bylaw amendment
- Effective
- 2025-04-28
Exact text from the filing
The Company ceased to be governed by Aerovate’s second amended and restated certificate of incorporation and Aerovate’s amended and restated bylaws and instead is governed by the provisions of the Nevada articles of incorporation (the “ Nevada Charter ”) and the Nevada bylaws (the “ Nevada Bylaws ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Jade Biosciences, Inc.: Company ceased to be a shell company as a result of the Merger (effective 2025-04-28).
- Change
- shell status
- Effective
- 2025-04-28
Exact text from the filing
As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Jade Biosciences, Inc.: Amendments to Aerovate's second amended and restated certificate of incorporation to increase authorized shares from 150,000,000 to 300,000,000, effect a 1-for-35 reverse stock split, and change the company name to Jade Biosciences, Inc (effective 2025-04-28).
- Change
- charter amendment
- Effective
- 2025-04-28
Exact text from the filing
Aerovate’s stockholders approved, among other matters, amendments to the second amended and restated certificate of incorporation of Aerovate to (i) increase the number of authorized shares of Company common stock from 150,000,000 shares to 300,000,000 (the “ Authorized Share Increase ”), (ii) effect the Reverse Stock Split and (iii) effect the redomestication of Aerovate from the State of Delaware to the State of Nevada by conversion (the “ Redomestication ”) by means of a plan of conversion (the “ Plan of Conversion ”), in each case as described in the Proxy Statement/Prospectus.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Jade Biosciences, Inc.: Adoption of a new Code of Business Conduct and Ethics, effective April 28, 2025, superseding the prior code (effective 2025-04-28).
- Change
- code of ethics
- Effective
- 2025-04-28
Exact text from the filing
On April 28, 2025, in connection with the Closing, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “ Code of Conduct ”), effective as of such date. The Code of Conduct supersedes the existing Code of Business Conduct and Ethics, as previously adopted by Aerovate’s board of directors (the “ Existing Code of Conduct ”).
View on SEC.gov
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