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Jade Biosciences, Inc.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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About this filing

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.

Sep 30, 2025 · Filed Nov 14, 2025

JBIO$15.60+3.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 6. Exhibits

ExhibitNumberDescription
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).
2.2Plan 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.
3.1Articles 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).
3.2Bylaws 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).
3.3Certificate 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).
4.1Form 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).
4.2Form 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 October 7, 2025).
10.1†††Securities Purchase Agreement, dated October 6, 2025, by and among Jade Biosciences, Inc. and each purchaser identified on Annex A thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on October 7, 2025).
10.2†Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on October 7, 2025).
10.3#†*Separation Agreement and General Release, by and between Jade Biosciences, Inc. and Hetal Kocinsky, M.D., dated September 10, 2025.
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.INSInline 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.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104Cover 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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.