Jade Biosciences, Inc.
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 13, 2025
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Item 6. Exhibits
| ExhibitNumber | Description |
| 2.1† | Agreement and Plan of Merger, dated as of October 30, 2024, by and among Aerovate Therapeutics, Inc., Caribbean Merger Sub I, Inc., Caribbean Merger Sub II, LLC and Jade Biosciences, Inc. (incorporated by reference to Exhibit 2.1 to Aerovate Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-40544) filed with the SEC on October 31, 2024). |
| 2.2 | Plan of Conversion (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025. |
| 3.1 | Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 3.2 | Bylaws of the Company (incorporated by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 3.3 | Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, effective April 28, 2025 (incorporated by reference to Exhibit 3.7 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 4.1 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.1# | Separation Agreement and Release, by and between Aerovate Therapeutics, Inc. and Timothy Noyes, dated as of April 18, 2025 (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.2# | Separation Agreement and Release, by and between Aerovate Therapeutics, Inc. and George Eldridge, dated as of April 18, 2025 (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.3# | Jade Biosciences, Inc. 2025 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.4# | Jade Biosciences, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.5# | Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Tom Frohlich, dated as of April 28, 2025(incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.6# | Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Andrew King, dated as of April 28, 2025 (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.7#* | Employment Agreement, between Jade Biosciences, Inc. and Bradford Dahms, dated June 25, 2025. |
| 10.8# | Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Jonathan Quick, dated as of April 28, 2025 (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.9# | Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Hetal Kocinsky, dated as of April 28, 2025 (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.10# | Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Elizabeth Balta, dated as of April 28, 2025 (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025). |
| 10.11# | Form of Grant Notice for Stock Option and Standard Terms and Conditions for Stock Options under the Jade Biosciences, Inc. 2025 Stock Incentive Plan (Directors) (incorporated by reference to Exhibit 99.2 to the Company’s Form S-8 (File No. 333-288425), filed with the SEC on June 30, 2025). |
| 10.12# | Form of Grant Notice for Stock Option and Standard Terms and Conditions for Stock Options under the Jade Biosciences, Inc. 2025 Stock Incentive Plan (Employees) (incorporated by reference to Exhibit 99.3 to the Company’s Form S-8 (File No. 333-288425), filed with the SEC on June 30, 2025). |
| 10.13††* | Amendment No. 1 to the APRIL License Agreement, dated as of May 27, 2025, by and between Paragon Therapeutics, Inc. and Jade Biosciences, Inc. |
| 10.14††* | Master Services Agreement, dated as of June 24, 2025, by and between Patheon Biologics LLC, part of Thermo Fisher Scientific, and Jade Biosciences, Inc. |
| 31.1** | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2** | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith.
** Furnished herewith. The certifications on Exhibits 32.1 and 32.2 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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