secwatch / observer

Jade Biosciences, Inc. — fact timeline

Source-grounded facts extracted from Jade Biosciences, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

JBIO Jade Biosciences, Inc. JSON

Mark Eisner was appointed as Class I director at Jade Biosciences, Inc..

“On June 25, 2026, the Board of Directors (the “Board”) of Jade Biosciences, Inc. (the “Company”) appointed Mark Eisner, M.D., M.P.H., to serve as a Class I director of the Company, to hold office until the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation, death or removal.”
Governance Changes

Jade Biosciences, Inc.: Amended and Restated Bylaws to make technical, modernizing and clarifying changes consistent with the Nevada Revised Statutes, effective June 9, 2026 (effective 2026-06-09).

“On June 8, 2026, the Board of Directors (the “Board”) of the Company approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective on June 9, 2026, to make certain technical, modernizing and clarifying changes consistent with the current Nevada Revised Statutes (the “NRS”).”
Governance Changes

Jade Biosciences, Inc.: Amendment to Articles of Incorporation to waive jury trials in certain circumstances, effective June 10, 2026 (effective 2026-06-10).

“At the 2026 Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation to waive jury trials in certain circumstances (the “Amendment”). The Amendment became effective upon the Company’s filing of Amended and Restated Articles of Incorporation, including the Amendment as a new Article X, with the Nevada Secretary of State on June 10, 2026”
Shareholder Votes

Jade Biosciences, Inc. shareholders approved Approve an amendment to the Company’s Articles of Incorporation to waive jury trials in certain circumstances at the 2026-06-09 meeting.

“Proposal to approve an amendment to the Company’s Articles of Incorporation to waive jury trials in certain circumstances. The proposal was approved by the votes indicated: For Against Abstain Broker Non-Votes 39,933,495 2,481,659 235 3,591,287”
Shareholder Votes

Jade Biosciences, Inc. shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-06-09 meeting.

“Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment was ratified by the votes indicated: For Against Abstain Broker Non-Votes 46,003,217 3,322 137 0”
Shareholder Votes

Jade Biosciences, Inc. shareholders approved Election of two Class II Directors to serve until the 2029 Annual Meeting of Stockholders at the 2026-06-09 meeting.

“The following two Class II Directors were elected by the votes indicated: For Withheld Broker Non-Votes Christopher Cain, Ph.D. 34,373,784 8,041,605 3,591,287 Tom Frohlich 42,399,190 16,199 3,591,287”
Earnings Releases

Jade Biosciences, Inc. reported the quarter ended March 31, 2026 results: net income Net loss totaled $40.4 million for the first quarter ended March 31, 2026.

“On May 7, 2026, Jade Biosciences, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2026.”
Earnings Releases

Jade Biosciences, Inc. reported the fourth quarter and full year ended December 31, 2025 results: net income Net loss totaled $31.9 million for the fourth quarter ended December 31, 2025, compared to a net loss of $30.1 million f.

“On March 6, 2026, Jade Biosciences, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and year ended December 31, 2025.”
Material Agreements

Jade Biosciences, Inc. entered into Purchase Agreement with the purchaser named therein (the "Purchaser") valued at approximately $45 million (effective 2025-12-13).

“On December 13, 2025, Jade Biosciences, Inc. ("Jade" or the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the purchaser named therein (the "Purchaser"), for the private placement (the "Private Placement") of 3,214,286 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a price of $14.00 per Share.”
Equity Issuances

Jade Biosciences, Inc. issued 3,214,286 shares of common stock to the Purchaser for $14.00 per Share, aggregate gross proceeds approximately $45 million.

“On December 13, 2025, Jade Biosciences, Inc. (“Jade” or the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchaser named therein (the “Purchaser”), for the private placement (the “Private Placement”) of 3,214,286 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price of $14.00 per Share.”
Equity Issuances

Jade Biosciences, Inc. issued pre-funded warrants to purchase an aggregate of 1,402,092 shares of common stock of warrant to institutional and accredited investors for purchase price of $9.1399 per pre-funded warrant.

“million, (i) an aggregate of 13,368,164 shares (the “Common Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price per share of $9.14, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 1,402,092 shares of Common Stock at a purchase price of $9.1399 per Pre-Funded Warrant,”
Equity Issuances

Jade Biosciences, Inc. issued 13,368,164 shares of common stock of common stock to institutional and accredited investors for aggregate purchase price of approximately $135 million.

““Closing”) is expected to occur on October 8, 2025. Pursuant to the Purchase Agreement, the Purchasers have agreed to purchase, for an aggregate purchase price of approximately $135 million, (i) an aggregate of 13,368,164 shares (the “Common Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price per share of $9.14, and”
M&A Transactions

Jade Biosciences, Inc. completed an acquisition involving Jade Biosciences, Inc. (private Delaware corporation) for Not specified in the provided excerpt (closed 2025-04-28).

“On April 28, 2025 (the “ Closing Date ”), Jade Biosciences, Inc., a Nevada corporation (formerly known as Aerovate Therapeutics, Inc., a Delaware corporation) (prior to the Closing Date, unless context otherwise requires, “ Aerovate ” and, after the Closing Date, the “ Company ”), consummated the previously announced business combination (the “ Merger ”) pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2024, by and among Aerovate, Caribbean Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Aerovate, Caribbean Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Aerovate, and Jade Biosciences, Inc., a private Delaware corporation (prior to the Closing Date, unless context otherwise requires, “ Jade ”).”
Auditor Changes

Jade Biosciences, Inc. engaged PricewaterhouseCoopers LLP as its auditor.

“On April 28, 2025, the Audit Committee appointed PwC as the independent registered public accounting firm of the Company.”
Auditor Changes

Jade Biosciences, Inc. dismissed KPMG LLP as its auditor.

“On April 28, 2025, KPMG was dismissed as the independent registered public accounting firm of the Company.”
Governance Changes

Jade Biosciences, Inc.: Company ceased to be a shell company as a result of the Merger (effective 2025-04-28).

“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.”
Governance Changes

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).

“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 ”).”
Governance Changes

Jade Biosciences, Inc.: Adoption of Nevada bylaws in connection with Redomestication from Delaware to Nevada (effective 2025-04-28).

“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 ”).”
Governance Changes

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).

“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.”

Maha Katabi resigned as Director at Jade Biosciences, Inc..

“On October 6, 2024, Maha Katabi, Ph.D., provided notice of her resignation from the board of directors (the “Board”) of Aerovate Therapeutics, Inc. (the “Company”), effective as of October 6, 2024.”
Restructurings & Charges

Jade Biosciences, Inc. announced a restructuring with charges of approximately $5.6 million (39 individuals, or 78% of the Company's workforce).

“against the Company. ​ In connection with the Workforce Reduction Plan, the Company estimates that it will be incurring costs (in consideration of releases) of approximately $5.6 million, which are primarily one-time severance benefits. These costs are expected to be incurred in the third and fourth quarter of 2024. ​ Cautionary Note Regarding Forward-Looking”
Restructurings & Charges

Jade Biosciences, Inc. announced a restructuring with charges of approximately $5.6 million (39 individuals, or 78% of the Company's workforce).

“against the Company. ​ In connection with the Workforce Reduction Plan, the Company estimates that it will be incurring costs (in consideration of releases) of approximately $5.6 million, which are primarily one-time severance benefits. These costs are expected to be incurred in the third and fourth quarter of 2024. ​ Cautionary Note Regarding Forward-Looking”
Earnings Releases

Jade Biosciences, Inc. reported quarter ended March 31, 2024 results: net income Net loss for the quarter ended March 31, 2024 was $23.2 million as compared to $16.5 million for the quarter ended March.

“Net loss for the quarter ended March 31, 2024 was $23.2 million as compared to $16.5 million for the quarter ended March 31, 2023.”
Earnings Releases

Jade Biosciences, Inc. reported the year ended December 31, 2023 results: net income $75.5 million.

“Net loss for the year ended December 31, 2023 was $75.5 million as compared to $51.5 million for the year ended December 31, 2022.”
Earnings Releases

Jade Biosciences, Inc. reported the quarter ended September 30, 2023 results: net income $19.6 million.

“Aerovate Therapeutics, Inc. announced its third quarter financial results and business highlights for the period ended September 30, 2023.”
Earnings Releases

Jade Biosciences, Inc. reported financial results for the quarter ended June 30, 2023.

“Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced financial results for the quarter ended June 30, 2023, and recent business highlights.”

Habib J. Dable was appointed as Director at Jade Biosciences, Inc..

“Effective as of July 10, 2023 (the “Effective Date”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Aerovate Therapeutics, Inc. (the “Company”), the Board appointed Habib J. Dable as a member of the Board.”
Shareholder Votes

Jade Biosciences, Inc. shareholders approved Elect each of Allison Dorval and Joshua Resnick, M.D. as Class II directors at the 2023-06-06 meeting.

“The Company’s stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The results of Proposal 1 were as follows: Class II Director Nominee Votes For Votes Withheld Broker Non-Votes Allison Dorval 18,685,353 366,333 2,132,996 Joshua Resnick, M.D. 18,169,764 881,922 2,132,996”
Earnings Releases

Jade Biosciences, Inc. reported first quarter 2023 results: net income -$16.5 million.

“Net loss for the first quarter ended March 31, 2023 was $16.5 million as compared to $10.9 million for the first quarter ended March 31, 2022.”
Material Agreements

Jade Biosciences, Inc. entered into ATM Equity Offering SM Sales Agreement with BofA Securities, Inc. valued at up to $75,000,000 (effective 2023-04-05).

“On April 5, 2023, Aerovate Therapeutics, Inc. (the “Company”) entered into an ATM Equity Offering SM Sales Agreement (the “Sales Agreement”), with BofA Securities, Inc. (“BofA”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 (the “Shares”) through BofA as its sales agent or to BofA as principal for its own account.”
Earnings Releases

Jade Biosciences, Inc. reported financial results for the year ended December 31, 2022.

“On March 29, 2023, Aerovate Therapeutics, Inc. announced its financial results for the fourth quarter and year ended December 31, 2022.”

Donald J. Santel was appointed as Director at Jade Biosciences, Inc..

“Effective as of January 19, 2023 (the “Effective Date”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Aerovate Therapeutics, Inc. (the “Company”), the Board appointed Donald J. Santel as a member of the Board.”
Earnings Releases

Jade Biosciences, Inc. reported the quarter ended September 30, 2022 results: net income $13.6 million.

“On November 14, 2022, Aerovate Therapeutics, Inc. announced its financial results for the quarter ended September 30, 2022.”

Allison Dorval was appointed as Director at Jade Biosciences, Inc..

“the Board appointed Allison Dorval as a member of the Board, effective as of July 15, 2021”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.