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Midas Edge

Jade Biosciences, Inc.

For the period ended Dec 31, 2025. Filed Mar 6, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 6, 2026

JBIO$16.40+5.1%Stored close · as of Nov 10, 2026

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

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Contents

Item 15. Exhibits, Financial Statement Schedules

(a)(1) Financial Statements.

For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference.

(a)(2) Financial Statement Schedules.

Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.

(a)(3) Exhibits.

The following is a list of exhibits filed as part of this Annual Report on Form 10‑K.

Incorporated by Reference
ExhibitNumberDescriptionFormDateNumberFiled Herewith
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.8-K10-31-20242.1
2.2Plan of Conversion.8-K5-1-20252.2
3.1Articles of Incorporation of the Company.8-K5-1-20253.4
3.2Bylaws of the Company.8-K5-1-20253.5
3.3Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, effective April 28, 2025.8-K5-1-20253.7
4.1Form of Pre-Funded Warrant, dated April 28, 2025.8-K5-1-20254.1
4.2Form of Pre-Funded Warrant (October 2025 PIPE).8-K10-7-20254.1
4.3Parade Warrant, dated December 31, 2025.X
4.4Description of Registered SecuritiesX
10.1Form of Registration Rights Agreement, dated as of April 28, 2025, by and among pre-Merger Jade Biosciences, Inc., Jade Biosciences, Inc. (fka Aerovate Therapeutics, Inc.) and the several investors signatory thereto.8-K10-31-202510.5
10.2†††Securities Purchase Agreement, dated October 6, 2025, by and among Jade Biosciences, Inc. and each purchaser identified on Annex A thereto.8-K10-7-202510.1
10.3†Form of Registration Rights Agreement, dated as of October 6, 2025, by and among Jade Biosciences, Inc. and the several investors signatory thereto.8-K10-7-202510.2
10.4†Securities Purchase Agreement, dated December 13, 2025, by and among Jade Biosciences, Inc. and the purchaser party thereto.8-K12-15-202510.1
10.5†Registration Rights Agreement, dated December 13, 2025, by and between Jade Biosciences, Inc. and the purchaser party thereto.8-K12-15-202510.2
10.6#Form of Indemnification Agreement for directors and officers.S-43-14-202510.6
10.7#Jade Biosciences, Inc. Amended and Restated 2024 Equity Incentive Plan and the Form of Stock Option Agreement thereunder.S-412-3-202410.7
10.8#First Amendment to the Jade Biosciences, Inc. 2024 Equity Incentive Plan.8-K5-1-202510.7
10.9#Jade Biosciences, Inc. 2025 Stock Incentive Plan.8-K5-1-202510.10
10.10#Jade Biosciences, Inc. 2025 Employee Stock Purchase Plan.8-K5-1-202510.11
10.11#Form of Restricted Stock Purchase Agreement.S-412-3-202410.10
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 (Directors)S-86-30-202599.2
10.13#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).S-86-30-202599.3
10.14#Form of Grant Notice for Restricted Stock Units and Standard Terms and Conditions for Restricted Stock Units under the Jade Biosciences, Inc. 2025 Stock Incentive Plan.X
10.15#Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Tom Frohlich, dated as of April 28, 2025.8-K5-1-202510.13
10.16#Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Andrew King, dated as of April 28, 2025.8-K5-1-202510.14
10.17#Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Elizabeth Balta, dated as of April 28, 2025.X
10.18#Employment Agreement, between Jade Biosciences, Inc. and Bradford Dahms, dated June 25, 2025.10-Q8-13-202510.7
10.19#Separation Agreement and Release, by and between Aerovate Therapeutics, Inc. and Timothy Noyes, dated as of April 18, 2025.8-K5-1-202510.8
10.20#Separation Agreement and Release, by and between Aerovate Therapeutics, Inc. and George Eldridge, dated as of April 18, 2025.8-K5-1-202510.9
10.21#†Separation Agreement and General Release, by and between Jade Biosciences, Inc. and Hetal Kocinsky, M.D., dated September 10, 2025.10-Q11-14-202510.3
10.22†††Antibody Discovery and Option Agreement, dated July 24, 2024, by and between Paragon Therapeutics, Inc., Parade Biosciences Holding, LLC and Jade Biosciences, Inc.S-412-3-202410.16
10.23†††Amendment No. 1 to Antibody Discovery and Option Agreement, dated as of September 27, 2024.S-412-3-202410.17
10.24†††Amended and Restated Biologics Master Services Agreement, effective February 3, 2025, by and between WuXi Biologics (Hong Kong) Limited and Jade Biosciences, Inc.S-4/A2-24-202510.18
10.25†††APRIL License Agreement, dated October 30, 2024, by and between Paragon Therapeutics, Inc. and Jade Biosciences, Inc.S-412-3-202410.19
10.26††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-Q8-13-202510.13
10.27†††BAFF-R License Agreement, dated October 3, 2025, by and between Paragon Therapeutics, Inc. and Jade Biosciences, Inc.X
10.28†††Amended and Restated Cell Line License Agreement, effective February 3, 2025, by and between WuXi Biologics Ireland Limited and Jade Biosciences, Inc.S-4/A2-24-202510.20
10.29†††Master Services Agreement, dated as of June 24, 2025, by and between Patheon Biologics LLC, part of Thermo Fisher Scientific, and Jade Biosciences, Inc.10-Q8-13-202510.14
16.1Letter from KPMG LLP, dated May 1, 2025.8-K5-1-202516.1
19.1Jade Biosciences, Inc. Insider Trading Compliance Policy and ProceduresX
21.1List of Subsidiaries of Jade Biosciences, Inc.X
23.1Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.X
24.1Power of Attorney (included on signature page).X
31.1Certification 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.X
31.2Certification 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.X
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.X
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.X
97.1#Incentive Compensation Clawback PolicyX
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)
  • 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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