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Jade Biosciences, Inc.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

View on SEC.gov

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.

Jun 30, 2026 · Filed Aug 10, 2026

JBIO$15.07+6.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001193125-26-212088

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001193125-26-341242

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 159 previous paragraphs and 203 current paragraphs.

91 unchanged; 33 reworded; 70 added; 34 removed; 1 previous and 9 current paragraphs rearranged.

Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (70)

Current report

JADE101 is a subcutaneously administered (“SQ”) extended half-life mAb initially being developed for the treatment of IgAN.

Current report

In August 2025, we initiated a Phase 1 trial of JADE101 in healthy volunteers. The JADE101 Phase 1 trial is a double-blind, placebo-controlled study and consists of single-ascending SQ doses of JADE101 in healthy volunteers. Eight healthy volunteers, six treated with JADE101 and two treated with placebo, were enrolled in each cohort, for a total of 32 healthy adult subjects in the trial. Evaluated doses included single SQ administrations of 175 mg, 350 mg, 700 mg, and 1,400 mg.

Current report

In June 2026, we announced positive interim safety, pharmacokinetic, and pharmacodynamic data from this trial, in which JADE101 demonstrated meaningful IgA reductions reaching approximately 70% from baseline sustained at 12 weeks at the 700 mg dose; this dose is anticipated to reflect the steady-state IgA responses in IgAN patients with the planned JADE101 dosing strategy and support the potential for an every 12 week (“Q12W”) dosing interval. Greater than 70% IgA reductions were simulated at steady-state with a single SQ injection of 350 mg of JADE101 Q12W following one 700 mg induction dose.

Current report

Single SQ doses of JADE101 up to 1,400 mg were well tolerated with an observed safety profile generally consistent with the anti-APRIL class as of the April 14, 2026 data cutoff.

Current report

In May 2026, we announced dosing of our first patient in the JUNIPER Phase 2 clinical trial, an open-label study evaluating JADE101 in patients with IgAN, which is expected to enroll approximately 30 participants. Participants are expected to receive a 700 mg induction dose of JADE101 at treatment onset followed by maintenance doses of 350 mg starting at Week 4 and subsequently either every 8 weeks (n=15) or every 12 weeks (n=15).

Current report

The primary objectives of the trial are to evaluate the safety and tolerability of JADE101. Secondary and exploratory objectives include changes in 24-hour urine protein-to-creatinine ratio (“UPCR-24”), including the proportion of participants achieving UPCR-24 levels below 0.5 g/day and 0.3 g/day, renal function as measured by estimated glomerular filtration rate, and hematuria resolution over time. Interim clinical data are anticipated in 2027.

Current report

We plan to initiate a registrational Phase 3 clinical trial in the first half of 2027, pending feedback and requirements from the U.S. Food and Drug Administration.

Current report

JADE201 is an SQ extended half-life mAb targeting BAFF-R with potential for the treatment of multiple autoimmune disorders. It is designed to have a dual mechanism of action: first, via enhanced effector function, by directly killing B cells through antibody-dependent mechanisms, and second, by inhibiting BAFF signaling to block a critical activation and survival pathway for B cells. JADE201 incorporates half-life extension technology, which has the potential to significantly prolong its duration of action, by maintaining pharmacologic activity throughout the dosing interval.

Current report

In May 2026, we announced dosing of our first patient in a Phase 1 clinical trial of JADE201 in patients with rheumatoid arthritis. This Phase 1 trial has a randomized, placebo-controlled, single ascending dose design. The trial is expected to enroll approximately 36 participants across six cohorts. Six participants, five treated with JADE201 and one treated with placebo, are expected to be enrolled in each cohort of the trial.

Current report

The trial aims to establish safety, tolerability, and pharmacokinetics. We will also measure biomarkers such as BAFF-R occupancy, soluble BAFF levels, and immunophenotype B cell subpopulations by flow cytometry to assess the depth and duration of depletion. Because rheumatoid arthritis patients respond rapidly to B cell depletion, we will also incorporate exploratory efficacy measures, such as Disease Activity Score-28 (“DAS28”) which may provide additional insight into JADE201’s therapeutic potential even at this early stage. We expect to report interim clinical data from this trial in 2027, which are expected to inform indication prioritization and a focused clinical development strategy.

Current report

JADE301 is an SQ extended half-life mAb targeting Interferon beta (“IFN-β”) initially being developed for DM, a debilitating autoimmune disease that affects approximately 50,000 adults in the United States. JADE301 is designed to directly and specifically inhibit activity of IFN-β to quiet immune activation, muscle and skin damage, while avoiding broad inhibition of multiple cytokine-signaling pathways.

Current report

We plan to initiate a Phase 1 trial of JADE301 in healthy volunteers in the fourth quarter of 2026. The JADE301 Phase 1 trial will be a double-blind, placebo-controlled study consisting of single-ascending SQ doses of JADE301 in healthy volunteers. Eight healthy volunteers, six treated with JADE301 and two treated with placebo, are expected to be enrolled in each cohort, and we expect to enroll approximately 24 healthy adult subjects in the trial.

Current report

We expect to report interim data from the Phase 1 trial of JADE301 in the second half of 2027.

Current report

The following summarizes our equity offerings for the six months ended June 30, 2026.

Current report

On June 5, 2026 we completed an underwritten a public offering of 11,500,000 shares of our common stock, including 1,500,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares. The shares of common stock were sold to the public at a price of $15.00 per share. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and other offering expenses, were $172.5 million.

Current report

During the six months ended June 30, 2026, we sold 1,319,738 shares of common stock under our at the market offering program (“ATM Offering”) for gross proceeds of $29.9 million less issuance costs of $0.6 million.

Current report

(1) Includes related party amounts of $13.0 million for the three months ended June 30, 2026 and $3.9 million for the three months ended June 30, 2025.

Current report

Includes related party amounts of $3.0 million for the three months ended June 30, 2026 and $0.6 million for the three months ended June 30, 2025.

Current report

Includes related party amounts of $2.5 million for the three months ended June 30, 2026 and $0.8 million for the three months ended June 30, 2025.

Current report

Includes related party amounts of $0.4 million for the three months ended June 30, 2026 and $0.9 million for the three months ended June 30, 2025.

Current report

Includes related party amounts of $7.1 million for the three months ended June 30, 2026 and $1.5 million for the three months ended June 30, 2025.

Current report

Research and development expenses were $50.1 million for the three months ended June 30, 2026 and consisted primarily of the following:

Current report

$6.1 million in JADE201 costs including a $2.5 million milestone fee related to first patient first dosing in the JADE201 Phase 1 clinical trial, $1.9 million in the early stages of our clinical trials, $0.9 million related to chemistry, manufacturing and controls, and $0.8 million in other general research and development costs;

Current report

Research and development expenses were $22.5 million for the three months ended June 30, 2025 and consisted primarily of the following:

Current report

$8.4 million in JADE201 costs including $5.2 million related to chemistry, manufacturing and controls, $2.3 million related to toxicology studies, and $0.9 million in other general research and development costs;

Current report

$5.7 million personnel-related costs related to recruiting costs, salaries, benefits, and other compensation-related costs, of which $1.1 million related to stock-based compensation expense, and an additional $1.5 million related to stock-based compensation expense related to the Parade Warrants; and

Current report

$0.3 million in other general research and development expenses.

Current report

$5.7 million of personnel-related costs related to recruiting costs, salaries, benefits and other compensation-related costs, including stock-based compensation of $3.0 million; and

Current report

$3.2 million of professional and consulting fees associated with accounting, audit, investor and public relations and legal fees.

Showing the first 40 of 70 passages. Open the source sections for the rest.

Removed paragraphs (34)

Previous report

We will not generate revenue from product sales unless and until we successfully initiate and complete clinical development and obtain regulatory approval for any product candidates. If we obtain regulatory approval for any of our product candidates and do not enter into a commercialization partnership, we expect to incur significant expenses related to developing our commercialization capability to support product sales, manufacturing, marketing, and distribution.

Previous report

As a result of all the foregoing, we expect to need substantial additional funding to support our continued operations and growth strategy. Until such a time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements on favorable terms, or at all. If we fail to raise capital or enter into such agreements as, and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our programs.

Previous report

Because of the numerous risks associated with product development, we are unable to accurately predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Previous report

Following the Reverse Stock Split (as defined below), which occurred immediately prior to the Closing of the Merger, and as a result of and upon the First Effective Time, (i) each then-outstanding share of common stock, par value $0.0001 per share, of Pre-Merger Jade (the “Pre-Merger Jade common stock”) (including shares of Pre-Merger Jade common stock issued in connection with the Pre-Closing Financing) immediately prior to the First Effective Time (excluding shares cancelled pursuant to the Merger Agreement and excluding dissenting shares) automatically converted into the right to receive a number of shares of common stock, par value $0.0001, of Aerovate (the “Company common stock” and prior to the effective time of the Merger, the “Aerovate common stock”) equal to an exchange ratio determined in accordance with the Merger Agreement (the “Exchange Ratio”), (ii) each then-outstanding share of Series Seed Convertible Preferred Stock, par value $0.0001 per share, of Pre-Merger Jade immediately prior to the First Effective Time (excluding shares cancelled pursuant to the Merger Agreement and excluding dissenting shares) automatically converted into the right to receive a number of shares of Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, of Aerovate, which are each convertible into 1,000 shares of Company common stock, equal to the Exchange Ratio divided by 1,000, (iii) each then-outstanding option to purchase Pre-Merger Jade common stock was assumed by Aerovate and was converted into an option to purchase shares of Company common stock, subject to adjustment as set forth in the Merger Agreement, and (iv) each then-outstanding pre-funded warrant to purchase shares of Pre-Merger Jade common stock (including any pre-funded warrants to purchase shares of Pre-Merger Jade common stock issued in the Pre-Closing Financing) was converted into a pre-funded warrant to purchase shares of Company common stock (subject to adjustment as set forth in the Merger Agreement and the form of pre-funded warrant).

Previous report

The Exchange Ratio was calculated using a formula intended to allocate existing Aerovate and Pre-Merger Jade security holders a percentage of the Company. Based on Aerovate’s and Pre-Merger Jade’s values as of the date of the Merger Agreement and capitalization as of April 28, 2025, the Exchange Ratio (as adjusted for the Reverse Stock Split (as defined below)) was 0.6311 shares of Aerovate common stock for each share of Pre-Merger Jade common stock.

Previous report

The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Pre-Merger Jade was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the fact that, immediately following the Merger: (i) Pre-Merger Jade stockholders owned a substantial majority of the voting rights in the combined company; (ii) Pre-Merger Jade’s largest stockholders retained the largest interest in the combined company; (iii)

Previous report

Pre-Merger Jade designated a majority of the initial members of the board of directors of the combined company; and (iv) Pre-Merger Jade’s executive management team became the management team of the combined company. Accordingly, for accounting purposes: (i) the Merger was treated as the equivalent of Pre-Merger Jade issuing stock to acquire the net assets of Aerovate, and (ii) the reported historical operating results of the combined company prior to the Merger are those of Pre-Merger Jade. Additional information regarding the Merger is included in Note 1 to the condensed consolidated financial statements included in Part I – Item 1 of this Quarterly Report.

Previous report

In connection with the Merger, Pre-Merger Jade entered into a subscription agreement with certain new and existing investors of Pre-Merger Jade, in order to provide Jade with additional capital for its development programs, pursuant to which Pre-Merger Jade issued and sold, and certain new and existing investors purchased, 43,947,116 shares of common stock of Pre-Merger Jade (“Pre-Merger Jade common stock”) and 12,305,898 pre-funded warrants, exercisable for 12,305,898 shares of Pre-Merger Jade common stock (“Pre-Merger Jade pre-funded warrants”), at a purchase price of $5.9407 per share or a purchase price of $5.9406 per pre-funded warrant, for an aggregate amount of $334.2 million, which included $95.0 million of proceeds previously received from the issuance of Convertible Notes (as defined herein) and accrued interest of $8.3 million on such Convertible Notes and the conversion of the Convertible Notes into shares of Pre-Merger Jade pre-funded warrants (the “Pre-Closing Financing”).

Previous report

Under the Merger Agreement, these shares of Pre-Merger Jade common stock and Pre-Merger Jade pre-funded warrants were converted into shares of Company common stock and pre-funded warrants to purchase Company common stock in accordance with the Exchange Ratio.

Previous report

Immediately prior to the consummation of the Merger, Aerovate effected a 1-for-35 reverse stock split of Aerovate common stock, which became legally effective on April 28, 2025 (the “Reverse Stock Split”). The Company common stock commenced trading on a post-Reverse Stock Split, post-Merger basis at the open of trading on April 29, 2025. All references to common stock, options to purchase common stock, outstanding common stock warrants, common stock share data, per share data, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented, unless otherwise specifically indicated or the context otherwise requires.

Previous report

On April 28, 2025, we changed our jurisdiction of incorporation from the State of Delaware to the State of Nevada (the “Redomestication”) pursuant to a plan of conversion. The Redomestication became effective on April 28, 2025.

Previous report

The common stock of the Nevada Corporation resulting from the Redomestication continues to be traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “JBIO.” The Redomestication did not cause any interruption in the trading of such common stock.

Previous report

(1) Includes related party amounts of $4.3 million for the three months ended March 31, 2026 and $7.8 million for the three months ended March 31, 2025.

Previous report

Includes related party amounts of $0.6 million for the three months ended March 31, 2026 and $0.7 million for the three months ended March 31, 2025.

Previous report

Includes related party amounts of $2.7 million for the three months ended March 31, 2026 and $1.0 million for the three months ended March 31, 2025.

Previous report

Research and development expenses were $36.1 million for the three months ended March 31, 2026 and consisted primarily of the following:

Previous report

Research and development expenses were $20.0 million for the three months ended March 31, 2025 and consisted primarily of the following:

Previous report

$1.3 million of research and development expense related to services rendered by Paragon under the Paragon Option Agreement for JADE101 and the License Agreement for JADE101;

Previous report

$4.8 million of research and development expense related to services rendered by Paragon under the Paragon Option Agreement for JADE201 including $1.5 million for achievement of the nomination of a development candidate milestone;

Previous report

$0.7 million of research and development expense related to services rendered by Paragon under the Paragon Option Agreement for JADE301;

Previous report

$4.0 million of personnel-related costs related to recruiting costs, salaries, benefits, and other compensation-related costs, of which $0.7 million related to stock-based compensation expense, and $1.0 million related to stock-based compensation expense related to the Parade Warrants (as defined below);

Previous report

$5.7 million of chemistry, manufacturing and controls related costs to manufacture our raw materials and for developing drug product for our future clinical trial;

Previous report

$2.1 million of professional and consulting fees associated with accounting, audit, investor and public relations and legal fees due to an increase in our business activity and costs associated with being a public company.

Previous report

$1.6 million of professional and consulting fees associated with accounting, audit, investor and public relations and legal fees due to an increase in our business activity and as we prepared to become a public company; and

Previous report

$1.7 million of personnel-related costs related to recruiting costs, salaries, benefits and other compensation-related costs, including stock-based compensation of $0.8 million.

Previous report

2025 PIPE and $45.0 million in gross proceeds from the December 2025 PIPE. As of March 31, 2026, we had cash and cash equivalents, and investments of $311.3 million.

Previous report

For the three months ended March 31, 2026, net cash used in financing activities was $0.8 million which primarily related to payments of deferred offering costs related to our December and October PIPE Financings.

Previous report

For the three months ended March 31, 2025, net cash used in financing activities was $0.7 million, consisting of payments for deferred offering costs in connection with the transactions.
Reworded paragraphs (33)

Previous wording

Our lead product candidate, JADE101, is a monoclonal antibody (“mAb”) targeting a cytokine called “A PRoliferation Inducing Ligand” (“APRIL”) that modulates plasma cell survival and immunoglobulin production, which we plan to initially develop for the treatment of IgA nephropathy (“IgAN”). We initiated a Phase 1 clinical trial of JADE101 in healthy volunteers in New Zealand in August 2025. We expect interim data, including mechanistic biomarker data, in the second quarter of 2026. We plan to initiate an open-label Phase 2 clinical trial in IgAN patients in the second quarter of 2026, with interim data expected in 2027. Our second product candidate is JADE201, a mAb targeting B cell activating factor receptor (“BAFF-R”) for the treatment of multiple autoimmune disorders. We plan to initiate a Phase 1 clinical trial evaluating JADE201 in patients with rheumatoid arthritis in the second quarter of 2026, and we expect interim data in 2027. Our third product candidate is JADE301, targeting an undisclosed pathway. We expect to initiate a Phase 1 clinical trial for JADE301 in the first half of 2027.

Current wording

Our lead product candidate, JADE101, is a monoclonal antibody (“mAb”) targeting a cytokine called “A PRoliferation Inducing Ligand” (“APRIL”) that modulates plasma cell survival and immunoglobulin production, which we are initially developing for the treatment of IgA nephropathy (“IgAN”). Our second product candidate is JADE201, a mAb targeting B cell activating factor receptor (“BAFF-R”) with potential for the treatment of multiple autoimmune disorders. Our third product candidate is JADE301, a mAb targeting interferon beta (“IFN-β”) initially being developed for the treatment of dermatomyositis (“DM”).

Previous wording

Since our inception, we have devoted substantially all of our resources to raising capital, organizing and staffing the company, business and scientific planning, conducting discovery and research activities, establishing arrangements with third parties, and providing general and administrative support for these operations. We do not have any products approved for sale and have not generated any revenue from product sales. To date, we have funded our operations primarily with proceeds from the issuance of convertible notes (“Convertible Notes”), from which we received gross proceeds of $80.0 million in July 2024 and $15.0 million in September 2024, $205.0 million in gross proceeds from the Pre-Closing Financing (as defined and described in “—Corporate Transactions—Pre-Closing Financing” below), approximately $135.0 million in gross proceeds from a private placement in October 2025, (the “October 2025 PIPE”) and $45.0 million in gross proceeds from a private placement in December 2025 (the “December 2025 PIPE”) (as described in “—Liquidity and Capital Resources—Sources of Liquidity” below).

Current wording

Since our inception, we have devoted substantially all of our resources to raising capital, organizing and staffing our company, business and scientific planning, conducting discovery and research activities, establishing and protecting our intellectual property portfolio, establishing arrangements with third parties for the manufacture of our product candidates and component materials, developing and progressing our pipeline, and providing general and administrative support for these operations. We do not have any products approved for sale and have not generated any revenue from product sales. To date, we have funded our operations primarily with proceeds from the issuance of convertible preferred stock, a convertible note, and common stock and pre-funded warrants in underwritten offerings, private placements and through our ATM program.

Previous wording

We have incurred operating losses since inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of JADE101, JADE201, JADE301, and any future product candidates we may develop. We have generated net losses of $40.4 million for the three months ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of $214.8 million. For the three months ended March 31, 2026, we used net cash of $24.1 million for our operating activities. We expect to continue to incur significantly increased expenses for the foreseeable future if and as we continue our development of, seek regulatory approval for and potentially commercialize any of our product candidates.

Current wording

We have incurred operating losses since inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of any programs we may develop.

Previous wording

As of March 31, 2026, we had cash and cash equivalents, and investments of $311.3 million. We expect that our existing cash and cash equivalents, and investments, will be sufficient to fund our operating expenses and capital expenditure requirements for at least twelve months from the issuance date of our unaudited condensed consolidated financial statements for the period ended March 31, 2026.

Current wording

As of June 30, 2026, we had cash and cash equivalents, and investments of $461.2 million. We expect that our existing cash and cash equivalents, and investments, will be sufficient to fund our operating expenses and capital expenditure requirements for at least twelve months from the issuance date of our unaudited condensed consolidated financial statements for the period ended June 30, 2026.

Previous wording

external research and development expenses incurred under agreements with third parties that conduct research and development activities on our behalf, including services rendered under the Antibody Discovery and Option Agreement (the “Paragon Option Agreement”) with Paragon Therapeutics, Inc. (“Paragon”) and Parade Biosciences Holding, LLC (“Parade”), with respect to JADE101 for the selected target APRIL, JADE201 for the selected target BAFF-R and our JADE301 program, which has a currently undisclosed target;

Current wording

external research and development expenses incurred under agreements with third parties that conduct research and development activities on our behalf, including services rendered under the Antibody Discovery and Option Agreement (the “Paragon Option Agreement”) with Paragon Therapeutics, Inc. (“Paragon”) and Parade Biosciences Holding, LLC (“Parade”), with respect to JADE101 for the selected target APRIL, JADE201 for the selected target BAFF-R and JADE301, for the selected target IFN-β;

Previous wording

We expense research and development costs as incurred. For the three months ended March 31, 2026, we recognized $4.3 million of expenses, in connection with services provided by Paragon under the Paragon Option Agreement and the JADE101 License Agreement as well as the Parade warrants in our condensed consolidated statement of operations and comprehensive loss compared to $7.8 million for the three months ended March 31, 2025. We track direct costs on a program specific basis. Indirect internal costs are applied broadly across multiple programs rather than to any single program, and as such, are not separately classified.

Current wording

We expense research and development costs as incurred. For the three and six months ended June 30, 2026, we recognized $13.0 million and $17.3 million of expenses, respectively, in connection with services provided by Paragon under the Paragon Option Agreement and the JADE101 License Agreement as well as the Parade warrants in our condensed consolidated statement of operations and comprehensive loss compared to $3.9 million and $11.7 million of expenses, respectively, for the three and six months ended June 30, 2025. We track direct costs on a program specific basis. Indirect internal costs are applied broadly across multiple programs rather than to any single program, and as such, are not separately classified.

Previous wording

the efficacy and safety profile of our product candidates;

Current wording

the efficacy and safety profiles of our product candidates;

Previous wording

We expect that our general and administrative expenses will increase substantially for the foreseeable future as we increase our headcount to support our expected growth. We also incurred and expect to continue to incur increased expenses associated with becoming a public company, including increased costs of accounting, audit, legal, regulatory and tax related services associated with maintaining compliance with SEC requirements, additional director and officer insurance costs, and investor and public relations costs. We also expect to incur additional intellectual property-related expenses as we file patent applications to protect innovations arising from our research and development activities.

Current wording

We expect that our general and administrative expenses will increase substantially for the foreseeable future as we increase our headcount to support our expected growth. We also incurred and expect to continue to incur increased expenses associated with operating as a public company, including increased costs of accounting, audit, legal, regulatory and tax related services associated with maintaining compliance with SEC requirements, additional director and officer insurance costs, and investor and public relations costs. We also expect to incur additional intellectual property-related expenses as we file patent applications to protect innovations arising from our research and development activities.

Previous wording

Other income primarily relates to interest income. Change in fair value of convertible notes payable relates to the fair value adjustment related to our Convertible Notes.

Current wording

Other income primarily relates to interest income. Other expense primarily relates to unrealized gain/loss on foreign exchange transactions. Change in fair value of convertible notes payable relates to the fair value adjustment related to our previously outstanding convertible notes.

Previous wording

(3) Includes no related party amounts for the three months ended March 31, 2026 and $3.3 million for the three months ended March 31, 2025.

Current wording

(2) Includes no related party amounts for the three months ended June 30, 2026 and $0.1 million for the three months ended June 30, 2025.

Previous wording

$15.4 million in JADE101 costs including $12.5 million related to chemistry, manufacturing and controls, $1.8 million related to costs incurred in the early stages of our clinical trials, and $1.1 million additional general research and development costs related to JADE101;

Current wording

$15.0 million in JADE101 costs including $5.8 million related to chemistry, manufacturing and controls, $3.9 million in milestone payments, $4.5 million related to costs incurred in the early stages of our clinical trials, and $0.8 million in other general research and development costs;

Previous wording

$5.9 million in JADE301 costs including $4.8 million in chemistry, manufacturing and controls, $0.6 million under the Paragon option agreement, $0.5 million in toxicology studies and less than $0.1 million in other research and development;

Current wording

$10.1 million in JADE301 costs including $5.6 million in chemistry, manufacturing and controls, $4.0 million in toxicology studies, and $0.5 million in other general research and development costs;

Previous wording

$8.0 million of personnel-related costs related to recruiting costs, salaries, benefits, and other compensation-related costs, of which $2.2 million related to stock-based compensation expense, and an additional $2.7 million related to stock-based compensation expense related to the pre-funded warrants issuable to Parade under the Paragon Option Agreement (the “Parade Warrants”); and

Current wording

$16.8 million of personnel-related costs related to recruiting costs, salaries, benefits, and other compensation-related costs, of which $3.5 million related to stock-based compensation expense, and an additional $7.1 million related to stock-based compensation expense related to the pre-funded warrants issuable to Parade under the Paragon Option Agreement (the “Parade Warrants”); and

Current wording

$7.2 million in JADE101 costs including $3.3 million related to chemistry, manufacturing and controls, $2.1 million related to toxicology studies, and $1.8 million in other general research and development costs;

Previous wording

General and administrative expenses were $7.4 million for three months ended March 31, 2026 and consisted primarily of the following:

Current wording

General and administrative expenses were $8.9 million for three months ended June 30, 2026 and consisted primarily of the following:

Previous wording

General and administrative expenses were $3.4 million for three months ended March 31, 2025 and consisted primarily of the following:

Current wording

General and administrative expenses were $5.2 million for three months ended June 30, 2025 and consisted primarily of the following:

Previous wording

(2) Includes related party amounts of $0.2 million for the three months ended March 31, 2026 and $0.1 million for the three months ended March 31, 2025.

Current wording

(2) Includes related party amounts of $0.2 million for the six months ended June 30, 2026 and $0.1 million for the six months ended June 30, 2025.

Previous wording

Includes related party amounts of $1.0 million for the three months ended March 31, 2026 and $4.8 million for the three months ended March 31, 2025.

Current wording

(3) Includes related party amounts of $1.0 million for the six months ended June 30, 2026 and $1.7 million for the six months ended June 30, 2025.

Previous wording

$2.9 million in JADE201 costs including $1.0 million of research and development expense related to a non-refundable, non-creditable fee (the “Reservation Fee”) paid to Paragon to obtain exclusive rights to develop a bispecific antibody directed to a specific target combination for JADE201, $0.7 million in early clinical spend, $0.5 million in toxicology studies, and $0.7 million in other general research and development costs;

Current wording

$9.0 million in JADE201 costs including $2.5 million milestone fee related to dosing our first patient in the JADE201 Phase 1 clinical trial, $1.0 million of research and development expense related to a non-refundable, non-creditable fee paid to Paragon to obtain exclusive rights to develop a bispecific antibody directed to a specific target combination for JADE201, $2.6 million in early clinical spend, $1.1 million in toxicology studies, $1.1 million related to chemistry, manufacturing and controls, and $0.7 million in other general research and development costs;

Previous wording

Includes related party amount of $0.2 million for the three months ended March 31, 2026 and $0.1 million for the three months ended March 31, 2025.

Current wording

(1) Includes related party amount of $0.2 million for the six months ended June 30, 2026 and $0.1 million for the six months ended June 30, 2025.

Previous wording

$5.3 million of personnel-related costs related to recruiting costs, salaries, benefits and other compensation-related costs, including stock-based compensation of $2.5 million; and

Current wording

$5.3 million of professional and consulting fees associated with accounting, audit, investor and public relations and legal fees.

Previous wording

Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we continue the preclinical and clinical development of our product candidates. We have not yet commercialized any products and we do not expect to generate revenue from sales of products for several years, if at all. To date, we have funded our operations primarily with proceeds from the sale of our Convertible Notes and the Pre-Closing Financing. In July 2024, we received $80.0 million in gross proceeds from the issuance of our Convertible Notes, in September 2024 we received $15.0 million in gross proceeds for the issuance of additional Convertible Notes, and in April 2025 we received $205 million in gross proceeds from the Pre-Closing Financing. Additionally, we raised an additional $135.0 million in gross proceeds from the October

Current wording

Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we continue the preclinical and clinical development of our product candidates. We have not yet commercialized any products and we do not expect to generate revenue from sales of products for several years, if at all. To date, we have funded our operations primarily with proceeds from the issuance of convertible notes (“Convertible Notes”), from which we received gross proceeds of $95.0 million, $557.5 million in gross proceeds from various equity financings, and $29.9 million in gross sales through our ATM Offering. As of June 30, 2026, we had cash and cash equivalents, and investments of $461.2 million.

Previous wording

On May 7, 2026, we entered into an Open Market Sale Agreement SM (the “Sales Agreement”), with Jefferies LLC (the “Sales Agent”), under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $200.0 million in “at the market” offerings through the Sales Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale or as otherwise agreed with the Sales Agent. The Sales Agent will receive a commission from us of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. Sales of our common stock made pursuant to the Sales Agreement would be made under our shelf registration statement on Form S-3 which is expected to be filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2026 and has not yet been declared effective by the SEC. We are not obligated to sell, and the Sales Agent is not obligated to buy or sell, any shares of our common stock under the Sales Agreement. To date we have not sold any shares under the Sales Agreement.

Current wording

On May 7, 2026, we entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (the “Sales Agent”), under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $200.0 million in “at the market” offerings through the Sales Agent. Sales of the shares of common stock, are made at prevailing market prices at the time of sale or as otherwise agreed with the Sales Agent. The Sales Agent will receive a commission from us of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. Sales of our common stock made pursuant to the Sales Agreement are made under our shelf registration statement on Form S-3 which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2026 and was declared effective by the SEC on May 15, 2026. We are not obligated to sell, and the Sales Agent is not obligated to buy or sell, any shares of our common stock under the Sales Agreement. As of June 30, 2026 we have sold 1,319,738 shares under the Sales Agreement for total net proceeds of $29.3 million. As of June 30, 2026, we had $170.1 million available for future sales of common stock under the Sales Agreement.

Previous wording

For the three months ended March 31, 2026, net cash used in operating activities was $24.1 million, which was primarily attributable to a net loss of $40.4 million, partially offset by non-cash charges of $6.9 million and changes in operating assets and liabilities of $9.3 million. Non-cash charges consisted of $7.4 million increase in stock-based compensation expense partially offset by accretion/amortization of investments of $0.5 million. Net cash provided by changes in our operating activities consisted of a change of $5.8 million related to accrued expenses and other current liabilities, $5.4 million change to prepaid expenses and other current assets and $2.4 million change in accounts payable, partially offset by a $4.2 million decrease in related party accrued expenses. The increase in accrued expenses and other current liabilities was primarily due to an increase in our business activity and vendor invoicing and payments. The decrease in prepaid expenses and other current assets was primarily due to a decrease in deferred offering costs as a result of the timing of our April 2025 financing.

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $67.7 million, which was primarily attributable to a net loss of $96.1 million, partially offset by non-cash charges of $20.2 million and changes in operating assets and liabilities of $8.1 million. Non-cash charges consisted of $21.0 million increase in stock-based compensation expense partially offset by accretion/amortization of investments of $0.9 million. Net cash provided by changes in our operating activities consisted of a change of $5.8 million related to accrued expenses and other current liabilities, $2.6 million change to prepaid expenses and other current assets and $4.4 million change in accounts payable, partially offset by a $4.7 million decrease in related party accrued expenses. The increase in accrued expenses and other current liabilities was primarily due to an increase in our business activity and vendor invoicing and payments. The decrease in prepaid expenses and other current assets was primarily due to a decrease in our prepaid research and development balance due to our ongoing clinical trials.

Previous wording

For the three months ended March 31, 2025, net cash used in operating activities was $18.8 million, which was primarily attributable to a net loss of $38.2 million, partially offset by non-cash charges of $17.8 million and changes in operating assets and liabilities of $1.6 million. Non-cash charges consisted of a $15.4 million increase in the fair value of convertible notes payable and $2.4 million increase in stock-based compensation expense. Net cash provided by changes in our operating activities consisted of a $2.7 million increase in accounts payable and a change of $1.4 million in amounts due to related parties, offset by a $2.0 million decrease in accrued expenses and other current liabilities and amounts due to related parties and a $0.5 million increase in prepaid expenses. The increase in accounts payable, accrued expenses and other current liabilities was primarily due to an increase in our business activity and vendor invoicing and payments. The increase in prepaid expenses and other current assets was primarily due to prepaid research and development expenses with our contract research organization.

Current wording

For the six months ended June 30, 2025, net cash used in operating activities was $38.9 million, which was primarily attributable to a net loss of $70.3 million, partially offset by non-cash charges of $27.9 million and changes in operating assets and liabilities of $3.5 million. Non-cash charges consisted of a $21.6 million increase in the fair value of convertible notes payable and $6.4 million increase in stock-based compensation expense. Net cash provided by changes in our operating activities consisted of a $4.9 million increase in accounts payable and a change of $2.9 million related to accrued expenses and other current liabilities, partially offset by a $3.1 million decrease in related party accrued expenses and other current liabilities and a $1.4 million increase in prepaid expenses. The increase in accounts payable, accrued expenses and other current liabilities was primarily due to an increase in our business activity and vendor invoicing and payments. The increase in prepaid expenses and other current assets was primarily due to prepaid research and development expenses with our contract research organization as well as prepaid contracts for our directors and officers liability insurance.

Previous wording

For the three months ended March 31, 2026, net cash used in investing activities was $8.5 million, which was driven by purchases of investments.

Current wording

For the six months ended June 30, 2026, net cash used in investing activities was $106.1 million, which was driven by purchases of investments.

Previous wording

As of March 31, 2026 we had cash and cash equivalents, and investments of $311.3 million. We expect that our existing cash and cash equivalents, and investments, will be sufficient to fund our operating plans for at least twelve months from the issuance of the condensed consolidated financial statements for the period ended March 31, 2026.

Current wording

As of June 30, 2026, we had cash and cash equivalents, and investments of $461.2 million. We expect that our existing cash and cash equivalents, and investments, will be sufficient to fund our operating plans for at least twelve months from the issuance of the condensed consolidated financial statements for the period ended June 30, 2026.

Previous wording

We enter into contracts in the normal course of business with CROs, contract manufacturing organizations (“CMOs”), and with other vendors for preclinical research studies, clinical trials, manufacturing, and other services and products for operating purposes. These contracts generally provide for termination on notice or may have a potential termination fee if the contract is cancelled within a specified time, and therefore, are cancellable contracts. We do not expect any such contract terminations and did not have any non-cancellable obligations under these agreements for the periods presented. See Notes 10,11, and 12 to the condensed consolidated financial statements included in Part I - Item 1 of this Quarterly Report for further information on our contractual lease obligations for our office in Vancouver, Canada, and other commitments, including the potential development and sales milestone payments and royalty payments we may be required to make under the Paragon Option Agreement, JADE101 License Agreement, JADE201 License Agreement and Parade warrant.

Current wording

We enter into contracts in the normal course of business with CROs, contract manufacturing organizations (“CMOs”), and with other vendors for preclinical research studies, clinical trials, manufacturing, and other services and products for operating purposes. These contracts generally provide for termination on notice or may have a potential termination fee if the contract is cancelled within a specified time, and therefore, are cancellable contracts. We do not expect any such contract terminations and did not have any non-cancellable obligations under these agreements for the periods presented. See Notes 10,11, and 12 to the condensed consolidated financial statements included in Part I - Item 1 of this Quarterly Report for further information on our contractual lease obligations for our office in Vancouver, Canada, and other commitments, including the potential development and sales milestone payments and royalty payments we may be required to make under the Paragon Option Agreement, JADE101 License Agreement, JADE201 License Agreement, JADE301 License Agreement and Parade warrant.

Previous wording

A public trading market for our common stock was established in connection with the completion of the Merger and the Nasdaq listing of our common stock. As such, it is no longer necessary for our board of directors to estimate the fair value of our share awards in connection with our accounting for granted share-based awards or other such awards we may grant, as the fair value of our common stock and share-based awards is determined based on the quoted market price of our common stock.

Current wording

A public trading market for our common stock was established in connection with the completion of the Merger (described below) and the Nasdaq listing of our common stock. As such, it is no longer necessary for our board of directors to estimate the fair value of our share awards in connection with our accounting for granted share-based awards or other such awards we may grant, as the fair value of our common stock and share-based awards is determined based on the quoted market price of our common stock.

Previous wording

On April 28, 2025, we consummated the previously announced transaction (the “Closing”) pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2024 (the “Merger Agreement”), by and among Jade Biosciences, Inc., a private Delaware corporation (“Pre-Merger Jade”), Aerovate Therapeutics, Inc., a Delaware corporation (“Aerovate”), Caribbean Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Aerovate (“First Merger Sub”), and Caribbean Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of Aerovate (“Second Merger Sub”). As part of the Closing, First Merger Sub merged with and into Pre-Merger Jade, with Pre-Merger Jade continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger (the “First Merger” and such time, the “First Effective Time”), and Pre-Merger Jade merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the merger (the “Second Merger” and, together with the First Merger, the “Merger”). In connection with the Merger, Second Merger Sub changed its name to “Jade Biosciences, LLC” and Aerovate changed its name to “Jade Biosciences, Inc.” Subsequently, Jade Biosciences, LLC merged with and into Jade Biosciences, Inc. We are led by Pre-Merger Jade’s management team and focus on developing differentiated biologic therapies for patients living with autoimmune diseases.

Current wording

On April 28, 2025, we consummated the previously announced merger transaction (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of October 30, 2024, by and among Jade Biosciences, Inc., a private Delaware corporation (“Pre-Merger Jade”), Aerovate Therapeutics, Inc., a Delaware corporation (“Aerovate”) and certain subsidiaries of Aerovate. In connection with the Merger, Aerovate changed its name to “Jade Biosciences, Inc.”

Previous wording

Immediately prior to the effective time of the Merger, shares of Pre-Merger Jade common stock and Pre-Merger Jade pre-funded warrants were issued pursuant to the conversion of the Convertible Notes based on the aggregate principal amount of $95.0 million plus unpaid accrued interest divided by the conversion price in connection with the Pre-Closing Financing. As of December 31, 2025, there are no Convertible Notes outstanding. At the effective time of the Merger, the Pre-Merger Jade shares and warrants issued upon conversion of the Convertible Notes (including accrued interest) automatically converted into 9,433,831 shares of Jade Common Stock and 4,289,744 Jade pre-funded warrants.

Current wording

Immediately prior to the effective time of the Merger, shares of common stock of Pre-Merger Jade (“Pre-Merger Jade common stock”) and pre-funded warrants of Pre-Merger Jade (“Pre-Merger Jade pre-funded warrants”) were issued pursuant to the conversion of the Convertible Notes based on the aggregate principal amount of $95.0 million plus unpaid accrued interest divided by the conversion price in connection with the conversion of Convertible Notes into shares of Pre-Merger Jade pre-funded warrants (the “Pre-Closing Financing”). As of December 31, 2025, there are no Convertible Notes outstanding. At the effective time of the Merger, the Pre-Merger Jade shares and warrants issued upon conversion of the Convertible Notes (including accrued interest) automatically converted into 9,433,831 shares of Jade Common Stock and 4,289,744 Jade pre-funded warrants.
Rearranged current paragraphs (9)

Current report — wording carried from elsewhere

JUNIPER Phase 2 Trial in IgAN Patients

Current report — wording carried from elsewhere

As of June 30, 2026, we had an accumulated deficit of $270.5 million. For the six months ended June 30, 2026, we used net cash of $67.7 million for our operating activities. We have generated net losses of $55.8 million and $96.1 million for the three and six months ended June 30, 2026.

Current report — wording carried from elsewhere

Includes no related party amounts for the three months ended June 30, 2026 and $0.1 million for the three months ended June 30, 2025.

Current report — wording carried from elsewhere

The following table summarizes our interim condensed consolidated statement of operations and comprehensive loss for the periods presented (in thousands):

Current report — wording carried from elsewhere

The following table summarizes our research and development expenses incurred for the periods presented (in thousands):

Current report — wording carried from elsewhere

$3.3 million of other research and development expenses.

Current report — wording carried from elsewhere

$0.7 million in other research and development expenses.

Current report — wording carried from elsewhere

The following table summarizes our total general and administrative expenses for the periods presented (in thousands):

Current report — wording carried from elsewhere

less than $0.1 million of other general and administrative expenses.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

$0.5 million of other research and development expenses.