Jade Biosciences, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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Jun 30, 2026 · Filed Aug 10, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
- Nature of the Business and Basis of Presentation
Background and Basis of Presentation
Jade Biosciences, Inc. together with its subsidiaries (“Jade” or the “Company”), formerly known as Aerovate Therapeutics, Inc., is the resulting company of the Merger and Redomestication discussed below. Prior to the Merger and Redomestication, the private corporation Jade Biosciences, Inc. (“Pre-Merger Jade”) was established and incorporated under the laws of the state of Delaware on June 18, 2024 (referred to in these notes as the inception of the Company). Jade is focused on developing therapies to address critical unmet needs in autoimmune diseases. Its 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 the Company is initially developing for the treatment of IgA nephropathy (“IgAN”). Jade’s second product candidate is JADE201, a mAb targeting B cell activating factor receptor (“BAFF-R”) currently being evaluated in a Phase 1 clinical trial in patients with rheumatoid arthritis. Jade’s pipeline also includes JADE301, a mAb targeting Interferon beta (“IFN-β”) which is currently in pre-clinical development. Jade was launched based on assets licensed from Paragon Therapeutics Inc. (“Paragon”), an antibody discovery engine founded by healthcare investor Fairmount Funds Management LLC (“Fairmount”).
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2026, its results of operations for the three and six months ended June 30, 2026 and June 30, 2025 and cash flows for the six months ended June 30, 2026 and June 30, 2025. The condensed consolidated balance sheet at December 31, 2025 was derived from the audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements for the period ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2026 (the “Annual Report”). The accompanying condensed consolidated statements include accounts of the Company and its wholly owned subsidiaries, Jade Biosciences Canada ULC, Jade Biosciences MA Security Corporation, and Aerovate MA Securities Corporation (dissolved on December 29, 2025). All intercompany amounts are eliminated in consolidation.
Reverse Recapitalization and Pre-Closing Financing
On April 28, 2025 (the “Closing Date”), the Company consummated the previously announced transaction (the “Closing”) pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 30, 2024, (the “Merger Agreement”) by and among 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. The combined company following the Merger is the “Company.” The Company is led by Pre-Merger Jade’s management team and focuses on developing differentiated biologic therapies for patients living with autoimmune diseases.
In accordance with an exchange ratio determined in accordance with the terms of the Merger Agreement (the “Exchange Ratio”), 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 (as defined below)) 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 the Exchange Ratio, (ii) each then-outstanding share of Series Seed Convertible Preferred Stock, par value $0.0001 per share, of Pre-Merger Jade (the “Pre-Merger Jade Series Seed Convertible Preferred Stock”) 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 (the “Series A Preferred Stock”), 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 stockwas 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 Jade 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).
The Exchange Ratio was calculated as 0.6311 shares of Aerovate common stock for each share of Pre-Merger Jade common stock (and 0.0006311 shares of Series A Preferred Stock for each share of Pre-Merger Jade Series Seed Convertible Preferred Stock) on the Closing Date, which gives effect to a 1-for-35 reverse stock split of shares of Aerovate common stock immediately prior to the Merger. The par value per share and the number of authorized shares were not adjusted as a result of the Exchange Ratio. The shares of Company common stock underlying outstanding stock options, restricted stock awards, and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. All references to common stock, options to purchase common stock, 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 Exchange Ratio for all periods presented, unless otherwise specifically indicated or the context otherwise requires.
Immediately prior to the completion of the Merger, and in order to provide Jade with additional capital for its development programs, Pre-Merger Jade entered into a subscription agreement with certain investors (the “Subscription Agreement”), pursuant to which Pre-Merger Jade issued and sold, and certain new and existing investors purchased,43,947,116 shares of Pre-Merger Jade common stock and 12,305,898 pre-funded warrants, exercisable for 12,305,898 shares of pre-exchange Pre-Merger Jade common stock (before giving effect to the Exchange Ratio), at a purchase price of $5.9407 per share or $5.9406 per Pre-Merger Jade 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 related conversion of the Convertible Notes into shares of Pre-Merger Jade common stock and Pre-Merger Jade pre-funded warrants (the “Pre-Closing Financing”). At the Closing, based on the Exchange Ratio, the Pre-Merger Jade common stock and Pre-Merger Jade pre-funded warrants subscribed for were converted into the right to receive 27,734,940 shares of Aerovate common stock and 7,766,247 Aerovate pre-funded warrants.
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) 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. No goodwill or intangible assets were recognized as a result of the Merger.
Redomestication
On April 28, 2025, Jade changed its 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.
The common stock of the Nevada corporation resulting from the conversion 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.
Liquidity
Since its inception, the Company has devoted substantially all of its resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital, and providing general and administrative support for these operations. Current and future programs will require significant research and development efforts, including preclinical and clinical trials, and, if the Company is successful in obtaining regulatory approval for one or more product candidates, significant commercialization efforts. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities principally through equity offerings.
The Company has not generated any revenue from product sales or other sources and has incurred significant operating losses and negative cash flows from operations since inception. The Company has incurred a net loss of$55.8 million and$96.1 million for the three and six months ended June 30, 2026, respectively. For the six months ended June 30, 2026, the Company used cash of $67.7 million for its operating activities. As of June 30, 2026, the Company had cash and cash equivalents of $107.2 million, and investments of $354.0 million.
The Company expects that its research and development and general and administrative costs will continue to increase significantly, including in connection with conducting future pre-clinical activities and clinical trials and manufacturing for its product candidates and providing general and administrative support for its operations, including the costs associated with operating as a public company. The Company expects that its existing cash and cash equivalents, and investments of$461.2 million as of June 30, 2026, are sufficient to fund its planned operating expenses and capital expenditure requirements for at least twelve months from the date these unaudited condensed consolidated financial statements were issued.
- Summary of Significant Accounting Policies
The Company’s significant accounting policies are disclosed in Note 2 to the Annual Report, beginning on page F-9. Since the date of those financial statements, there have been no changes to the Company's significant accounting policies.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”). The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for the Company’s annual reporting period beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
In May 2025 the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-03 is required to be applied prospectively. As of the date of these unaudited condensed consolidated financial statements, the Company has not early adopted ASU 2025-03, therefore it did not apply the amendment to the Merger which closed on April 28, 2025.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). This update introduces a scope exception from derivative accounting for certain non-exchange-traded contracts and clarifies that Topic 606 applies initially to share-based noncash consideration received from a customer. ASU 2025-07 is effective for the Company’s annual reporting period beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company does not expect the adoption of this standard to have a significant impact upon the financial statements.
- Investments
The following is a summary of the Company’s investment portfolio (in thousands):
| Amortized Cost | Unrealized gains | Unrealized losses | Fair value | |
|---|---|---|---|---|
| Investments: | ||||
| Current marketable securities: | ||||
| U.S treasury securities | $111,481 | $2 | $(122) | $111,361 |
| U.S. government-sponsored agency securities | 61,045 | — | (246) | 60,799 |
| Commercial paper | 3,939 | — | — | 3,939 |
| Corporate debt securities | 178,051 | 5 | (200) | 177,856 |
| Total | $354,516 | $7 | $(568) | $353,955 |
| Amortized Cost | Unrealized gains | Unrealized losses | Fair value | |
|---|---|---|---|---|
| Investments: | ||||
| Current marketable securities: | ||||
| U.S treasury securities | $54,881 | $46 | $— | $54,927 |
| U.S. government-sponsored agency securities | 61,310 | 25 | (20) | 61,315 |
| Commercial paper | 8,904 | 3 | — | 8,907 |
| Corporate debt securities | 122,468 | 104 | (1) | 122,571 |
| Total | $247,563 | $178 | $(21) | $247,720 |
As of both June 30, 2026 and December 31, 2025, all of the Company’s investments were available to the Company for use in current operations. As a result, the Company classified all investments as current assets even though the stated maturity of some individual investments may be one year or more beyond the balance sheet date.
The following table shows the fair value of the Company’s investments, by contractual maturity, as of June 30, 2026 (in thousands):
| Due within one year | Due after one year through five years | Total | |
|---|---|---|---|
| Contractual Maturities: | |||
| U.S. treasury securities | $52,500 | $58,861 | $111,361 |
| U.S. government-sponsored agency securities | 16,656 | 44,143 | 60,799 |
| Commercial paper | 3,939 | — | 3,939 |
| Corporate debt securities | 84,653 | 93,203 | 177,856 |
| Total | $157,748 | $196,207 | $353,955 |
The following table shows the fair value of the Company’s investments, by contractual maturity, as of December 31, 2025 (in thousands):
| Due within one year | Due after one year through five years | Total | |
|---|---|---|---|
| Contractual Maturities: | |||
| U.S. treasury securities | $49,893 | $5,034 | $54,927 |
| U.S. government-sponsored agency securities | 10,045 | 51,270 | 61,315 |
| Commercial paper | 8,907 | — | 8,907 |
| Corporate debt securities | 60,659 | 61,912 | 122,571 |
| Total | $129,504 | $118,216 | $247,720 |
- Fair Value Measurements
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine the fair value (in thousands):
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Cash equivalents: | ||||
| Money market funds | $104,762 | $— | $— | $104,762 |
| Current investments: | ||||
| U.S. treasury securities | — | 111,361 | — | 111,361 |
| U.S. government-sponsored agency securities | 8,294 | 52,505 | — | 60,799 |
| Commercial paper | — | 3,939 | — | 3,939 |
| Corporate debt securities | 164,191 | 13,665 | — | 177,856 |
| Total | $277,247 | $181,470 | $— | $458,717 |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Cash equivalents: | ||||
| Money market funds | $87,989 | $— | $— | $87,989 |
| Current investments: | ||||
| U.S. treasury securities | — | 54,927 | — | 54,927 |
| U.S. government-sponsored agency securities | 14,024 | 47,290 | — | 61,314 |
| Commercial paper | — | 8,907 | — | 8,907 |
| Corporate debt securities | 109,075 | 13,497 | — | 122,572 |
| Total | $211,088 | $124,621 | $— | $335,709 |
As of June 30, 2026 and December 31, 2025, cash equivalents consist of money market funds, which were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy.
Additionally, as of June 30, 2026 and December 31, 2025, the Company had current investments including corporate debt securities, and certain U.S. government-sponsored agency securities, which represent a Level 1 measurement within the fair value hierarchy. Furthermore, the Company has commercial paper, U.S. treasury securities, corporate debt securities, and certain U.S. government-sponsored agency securities which were valued by the Company based on observable inputs, which represent a Level 2 measurement within the fair value hierarchy.
For the six months ended June 30, 2026, there were no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy.
- Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| June 30,2026 | December 31,2025 | |
|---|---|---|
| Accrued research and development contract costs | $10,148 | $3,323 |
| Accrued employee compensation and benefits | 3,925 | 4,729 |
| Accrued professional and consulting | 849 | 1,367 |
| $14,922 | $9,419 |
- Convertible Notes Payable
In July 2024, the Company entered into the Purchase Agreement with a series of investors, pursuant to which the Company issued the convertible notes (the “Convertible Notes”) with an initial principal amount of $80.0 million (of which $20.0 million is from Fairmount, a related party). In September 2024, the Company received an additional $15.0 million in gross proceeds from issuing additional Convertible Notes to additional investors. Under the terms of the Convertible Notes, the principal amount and all accrued interest of the Convertible Notes would automatically convert into the Company’s common stock, pre-funded warrants or preferred stock in connection with the closing of a Next Equity Financing or certain other events (e.g., a sale of substantially all Company assets, a merger, etc.). On April 28, 2025, this automatic conversion took place. The Convertible Notes accrued interest at a rate of 12.0% per annum, compounded annually. All unpaid interest and principal were scheduled to mature on December 31, 2026 (the “Maturity Date”). Prepayment was not permitted without prior written consent of the majority of the holders of the Convertible Notes. The principal payment along with the accrued interest on each Convertible Note was due in full on the Maturity Date.
In connection with the automatic conversion described above, the Convertible Notes were convertible into a number of shares of common stock equal to the quotient obtained by dividing the initial purchase price plus accrued and unpaid interest by the conversion price of the Convertible Notes, which is the product resulting from multiplying the price per share in the Next Equity Financing by 80% (“conversion price”).
The Convertible Notes were recorded at the fair value of $95.0 million on the respective issuance dates and were remeasured to the fair value of $107.6 million as of December 31, 2024. The Convertible Notes were remeasured immediately prior to the Closing with a fair value of $129.2 million. The Convertible Notes converted on April 28, 2025 and, as such, there was no change in fair value for the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, the change in fair value of $6.2 million and $21.6 million, respectively, which includes accrued interest of $0.8 million and $3.6 million, respectively, was recorded within other expense, net in the Company's condensed consolidated statement of operations and comprehensive loss.
Immediately prior to the effective time of the Merger, the Convertible Notes converted into shares of Pre-Merger Jade common stock and Pre-Merger Jade pre-funded warrants 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 June 30, 2026, and December 31, 2025, there wereno 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 Pre-Merger Jade common stock and 4,289,744 Pre-Merger Jade pre-funded warrants.
- Convertible Preferred Stock and Stockholders' Equity
Pre-Funded Warrants
In conjunction with the Company’s financings through June 30, 2026, a total of 9,168,339 pre-funded warrants have been issued, at an exercise price of $0.0001 per share. The pre-funded warrants are recorded as a component of stockholders’ equity within additional paid-in-capital and have no expiration date. As of June 30, 2026,1,453,150 pre-funded warrants have been exercised and 7,715,189 pre-funded warrants remain outstanding.
Convertible Preferred Stock
In June 2024, Pre-Merger Jade issued 20,000,000 shares of Series Seed Convertible Preferred Stock to a related party, Fairmount Healthcare Fund II L.P., an affiliate fund of Fairmount, at a purchase price of $0.0001 per share for gross proceeds of less than $0.1 million.
Upon the issuance of the Series Seed Convertible Preferred Stock, the Company assessed the embedded conversion and liquidation features of the securities as described below and determined that such features did not require the Company to separately account for these features as embedded derivatives.
In April 2025, upon the Closing, the Pre-Merger Jade Series Seed Convertible Preferred Stock was converted to 12,622 shares of Series A Preferred Stock.
As of both June 30, 2026 and December 31, 2025, Series A Preferred Stock consisted of the following (in thousands, except share amounts):
| Preferred Stock Authorized | Preferred Stock Issued and Outstanding | Carrying Value | Common Stock Issuable Upon Conversion | |
|---|---|---|---|---|
| Series A Preferred Stock | 12,622 | 12,622 | $2 | 12,622,000 |
| 12,622 | 12,622 | $2 | 12,622,000 |
Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (the “Series A Certificate of Designation”) filed in connection with the Redomestication, holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-Company common stock basis, and in the same form as, dividends actually paid on shares of Company common stock. Except as provided in the Series A Certificate of Designation or as otherwise required by law, the Series A Preferred Stock does not have voting rights. The Series A Preferred Stock shall rank on parity with the Company’s common stock as to the distribution of assets upon any liquidation, dissolution, or winding-up of the Company. Each share of Series A Preferred Stock is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder. As of June 30, 2026, each outstanding share of Series A Preferred Stock was convertible into common stock at a ratio of approximately 1:1,000.
Common Stock
As of June 30, 2026, the Company has the authority to issue a total of 300,000,000 shares of common stock at a par value of $0.0001 per share. As of June 30, 2026,63,556,065 shares of common stock, including 274,811 restricted stock awards (“RSAs”), were issued and outstanding. Each share of common stock entitles the holder to one vote, on all matters submitted to the stockholders for a vote. The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s board of directors (the “Board of Directors”), subject to the preferential dividend rights of the holders of Series A Preferred Stock.
As of June 30, 2026 and December 31, 2025, the Company had the following shares reserved for issuance:
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Shares issuable upon conversion of Series A preferred stock | 12,622,000 | 12,622,000 |
| Shares issuable upon exercise of pre-funded warrants | 7,715,189 | 8,777,486 |
| Shares issuable upon exercise of warrants under the Parade Warrant Obligation | 804,519 | 804,519 |
| Outstanding and issued stock options | 13,162,759 | 9,736,078 |
| Outstanding and issued restricted stock units | 489,854 | — |
| Total | 34,794,321 | 31,940,083 |
Open Market Sale Agreement
On May 7, 2026, the Company entered into an Open Market Sale Agreement SM (the “Sales Agreement”), with Jefferies LLC (the “Sales Agent”), under which the Company may, from time to time, sell shares of its 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 is entitled to receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. Sales of the Company’s common stock made pursuant to the Sales Agreement are made under its shelf registration statement on Form S-3 which was filed with the SEC on May 7, 2026 and was declared effective by the SEC. The Company is not obligated to sell, and the Sales Agent is not obligated to buy or sell, any shares of the Company’s common stock under the Sales Agreement. As of June 30, 2026, the Company issued and sold 1,319,738 shares of common stock pursuant to the Sales Agreement for total net proceeds of $29.3 million after deducting sales agents’ commissions.
- Stock-Based Compensation
2024 Equity Incentive Plan
The Jade Biosciences, Inc. 2024 Equity Incentive Plan (“2024 Plan”) was adopted by the board of directors of Pre-Merger Jade on June 18, 2024. The 2024 Plan provided for Pre-Merger Jade to grant stock options, restricted stock awards and other stock-based awards to employees, officers, directors, consultants, and advisors. Stock options granted under the 2024 Plan generally vest over four years, subject to the participant’s continued service, and expire afterten years, although stock options have been granted with vesting terms of less than four years. As of June 30, 2026, there areno shares remaining for future grant under the 2024 Plan.
2025 Equity Incentive Plan
The Jade Biosciences, Inc. 2025 Stock Incentive Plan (“2025 Stock Plan”) was approved by the board of directors of Aerovate on February 19, 2025, and by Aerovate stockholders on April 16, 2025. The 2025 Stock Plan allows for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based awards and incentive bonuses. The 2025 Stock Plan is administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”) or another committee designated by the Board of Directors to administer the 2025 Stock Plan. Current employees, officers, non-employee directors, and other individual service providers of the Company and its subsidiaries are eligible to participate in the 2025 Stock Plan.
The initial share pool under the 2025 Stock Plan was 8,018,700 shares of Company common stock. The shares that may be issued under the 2025 Stock Plan will be automatically increased on January 1 of each year beginning in 2026 and ending with a final increase on January 1, 2035 in an amount equal to 5% of the diluted stock (including Company common stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31, unless a lower, or no, increase is determined by the Compensation Committee. As of January 1, 2026, the Company's share pool increased by 3,535,788 shares. As of June 30, 2026, there are 5,979,990 shares remaining in the 2025 Stock Plan pool.
2025 Employee Stock Purchase Plan
The Jade Biosciences, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”) was approved by the board of directors of Aerovate on February 19, 2025, and by Aerovate stockholders on April 16, 2025. The ESPP became effective on April 28, 2025 at which time 526,241 shares were reserved for issuance under the ESPP. The shares that may be issued under the ESPP will be automatically increased on January 1 of each year beginning in 2026 and ending with a final increase on January 1, 2035 in an amount equal to the lesser of 1% of the diluted stock (including Company common stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31, or 2,000,000, unless a lower, or no, increase is determined by the Compensation Committee. As of January 1, 2026, the Company's share pool increased by 707,157 shares. As of June 30, 2026, there are 1,133,122 shares remaining in the 2025 ESPP pool.
2026 Employment Inducement Stock Incentive Plan
The Jade Biosciences, Inc. 2026 Employment Inducement Stock Incentive Plan (the “2026 Inducement Plan”) was approved by the Board of Directors on March 31, 2026. The 2026 Inducement Plan allows for the grant of non-qualified stock options, stock appreciation rights, RSAs, restricted stock units (“RSUs”), other shareholder-based awards and incentive bonuses. The 2026 Inducement Plan is administered by the Compensation Committee or another committee designated by the Board of Directors to administer the plan. The initial share pool under the 2026 Inducement Plan was 1,750,000 common shares. As of June 30, 2026, there are 1,250,000 shares remaining in the 2026 Inducement Plan pool.
Stock Option Valuation
The following table summarizes theweighted-average assumptions used in calculating the fair value of the awards during the three and six months ended June 30, 2026 and 2025:
| Three Months EndedJune 30, 2026 · Three Months EndedJune 30, 2025 · Six Months EndedJune 30, 2026 · Six Months EndedJune 30, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Expected volatility | 93.07 | % | 94.76 | % | 94.62 | % | 95.34 | % |
| Expected term (in years) | 5.94 | 6.03 | 6.03 | 6.07 | ||||
| Risk-free interest rate | 4.12 | % | 3.94 | % | 3.87 | % | 4.39 | % |
| Expected dividend yield | — | % | — | % | — | % | — | % |
Stock Options
The following table summarizes the stock option activity for the six months ended June 30, 2026:
| Number of Options | Weighted-AverageExercisePrice | Weighted-AverageRemainingContractualTerm(Years) | AggregateIntrinsicValue(in thousands) | |
|---|---|---|---|---|
| Balance as of December 31, 2025 | 9,736,078 | $5.91 | 9.1 | $92,693 |
| Granted | 3,998,956 | 16.46 | ||
| Exercised | (306,757) | 5.30 | ||
| Forfeited | (265,518) | 7.54 | ||
| Outstanding at June 30, 2026 | 13,162,759 | $9.10 | 8.9 | $174,072 |
| Options vested and exercisable as of June 30, 2026 | 2,969,707 | $5.44 | 8.6 | $49,786 |
The weighted average grant-date fair value of stock options granted for the six months ended June 30, 2026 was $12.86 per option. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price ofthe stock options and the fair value of the Company’s common stock for those stock options that had an exercise price lower than the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the six months ended June 30, 2026 was $4.0 million.
Restricted Stock Units
The Company’s RSUs have time-based vesting conditions only and vest over afour-year period, during which time all unvested shares are subject to forfeiture by the Company in the event the holder’s service with the Company voluntarily or involuntarily terminates. For RSUs, the estimated fair value is the fair market value of the underlying stock on the grant date.
The following table summarizes the RSU activity for the six months ended June 30, 2026:
| Number of RSUs | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Unvested balance as of December 31, 2025 | — | $— |
| Granted | 497,354 | 14.81 |
| Vested | — | — |
| Forfeited | (7,500) | 14.81 |
| Unvested balance as of June 30, 2026 | 489,854 | $14.81 |
Restricted Stock Awards
The Company’s RSAs have service-based vesting conditions only and vest over afour-year period, during which time all unvested shares are subject to forfeiture by the Company in the event the holder’s service with the Company voluntarily or involuntarily terminates.
The following table summarizes the RSA activity for the six months ended June 30, 2026:
| Number of RSAs | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Unvested balance as of December 31, 2025 | 339,473 | $— |
| Granted | — | — |
| Vested | (64,662) | — |
| Forfeited | — | — |
| Unvested balance as of June 30, 2026 | 274,811 | $— |
Parade Warrant Obligation
In July 2024, the Company entered into the Paragon Option Agreement (as defined below) with Paragon and Parade Biosciences Holding, LLC (“Parade”). Under the terms of the Paragon Option Agreement, Parade will be entitled to grants of warrants to purchase a number of shares equal to 1.00% of the then outstanding shares of the Company’s stock, on a fully diluted basis, on December 31, 2025 and December 31, 2026, at the fair market value determined by the Board of Directors (the “Parade Warrant Obligation”). The grant dates for the issuance of warrants was December 31, 2025 and is expected to be December 31, 2026, as all terms of the award, including number of shares and exercise price, will be known by all parties. Parade’s research and discovery related activities have a service inception period for the grant preceding the grant date, with the full award being vested as of the grant date with no post-grant date service requirement. On December 31, 2025 Jade issued a warrant to purchase 804,519 shares of common stock to Parade, with an exercise price of $15.43. For the three and six months ended June 30, 2025, the Company recognized $1.5 million and $2.4 million, respectively, as stock-based compensation expense related to the Parade Warrant Obligation. The liability was reclassified to equity upon grant as of December 31, 2025.
The Company also expects to issue warrants, under the terms of the Paragon Option Agreement, on December 31, 2026. For the three and six months ended June 30, 2026, the Company recognized $7.1 million and $9.8 million, as stock-based compensation expense related to the Parade Warrant Obligation. The warrants expected to be granted to Parade are liability-classified and after the initial recognition, the liability is adjusted to fair value at the end of each reporting period, with changes in fair value recorded in the consolidated statements of operations and comprehensive loss within research and development. The total fair value of the December 31, 2026 warrants is $19.5 million as of June 30, 2026. The remaining unrecognized compensation relating to the December 31, 2026 warrants is $9.8 million and is expected to be recognized over the remaining term of 0.5 years.
The following table summarizes the assumptions used in calculating the fair value of the warrant obligation as of June 30, 2026:
| Expected volatility | 95.1 | % |
|---|---|---|
| Expected term (in years) | 10.0 | |
| Risk-free interest rate | 4.4 | % |
| Expected dividend yield | — | % |
Stock-Based Compensation Expense
The following table summarizes the classification of the Company’s stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss (in thousands):
| Three Months EndedJune 30, 2026 | Three Months EndedJune 30, 2025 | Six Months Ended June 30, 2026 | Six Months EndedJune 30, 2025 | |
|---|---|---|---|---|
| Research and development | $10,575 | $2,556 | $15,492 | $4,222 |
| General and administrative | 3,031 | 1,339 | 5,519 | 2,096 |
| Total | $13,606 | $3,895 | $21,011 | $6,318 |
As of June 30, 2026, total unrecognized compensation cost related to the unvested stock options was $75.1 million, which is expected to be recognized over a weighted average period of approximately 3.1 years. As of June 30, 2026, total unrecognized compensation cost related to the unvested RSAs wasless than $0.1 million, which is expected to be recognized over a weighted average period of 2.1 years.
As of June 30, 2026, total unrecognized compensation cost related to the unvested RSUs was $6.6 million, which is expected to be recognized over a weighted average period of 3.7 years.
The following table summarizes the stock-based compensation based on type of award for the three and six months ended June 30, 2026 and 2025:
| Three Months EndedJune 30, 2026 | Three Months EndedJune 30, 2025 | Six Months Ended June 30, 2026 | Six Months EndedJune 30, 2025 | |
|---|---|---|---|---|
| Parade warrant obligation | $7,103 | $1,521 | $9,770 | $2,486 |
| Stock options | 6,055 | 2,374 | 10,557 | 3,832 |
| Restricted stock units | 448 | — | 684 | — |
| Total | $13,606 | $3,895 | $21,011 | $6,318 |
- Income Taxes
The Company records a provision or benefit for income taxes on pre-tax income or loss based on its estimated effective tax rate for the year. Given the Company’s uncertainty regarding future taxable income, the Company maintains a full valuation allowance on its domestic deferred tax assets. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business tax provisions. OBBBA did not have a material impact on the Company’s effective tax rate, financial condition, or results of operations in 2025 or for the six months ended June 30, 2026. For the Jade Biosciences Canada ULC foreign subsidiary, the Company has computed a forecasted annual effective income tax rate for the year and applies this annual effective income tax rate to the year-to-date activity for the quarter. The Company has recorded a tax liability as of June 30, 2026 of less than $0.1 million related to the Jade Biosciences Canada ULC foreign subsidiary.
- Significant Agreements
Paragon Option Agreement
In July 2024, the Company entered into an Antibody Discovery and Option Agreement with Paragon and Parade (the “Paragon Option Agreement”) for the selected target, APRIL, for the Company’s initial research program, JADE101. The Paragon Option Agreement was amended in September 2024 to add two additional targets for JADE201 and JADE301. Under the Paragon Option Agreement, Jade has the exclusive option (an “Option”), on a Research Program-by-Research Program (as defined below) basis, to enter into a separate agreement with Paragon consistent with a set of terms that are pre-negotiated and attached to the Paragon Option Agreement as an exhibit (a “License Agreement”). If the Company exercises an Option and finalizes the related license agreement, it will be required to make non-refundable milestone payments to Paragon of up to $12.0 million under such license agreement upon the achievement of certain clinical development milestones, up to $10.0 million under such license agreement upon the achievement of certain regulatory milestones, as well as tiered royalty payments in the low-to-mid single-digits beginning on the first commercial sale of each developed product. From time to time, the Company can choose to add additional targets to the Paragon Option Agreement by mutual agreement with Paragon.
Under the terms of the Paragon Option Agreement, Paragon agreed to perform certain research activities to discover, generate, identify, and characterize one or more antibody candidates directed to certain mutually agreed therapeutic targets of interest to Jade (each, a “Research Program”). The Option with respect to each Research Program is exercisable at Jade’s sole discretion at any time during the period beginning on the initiation of activities under the associated Research Program and ending a specified number of days following the delivery of the data package from Paragon related to the results of the Research Program (an “Option Period”). The Paragon Option Agreement requires Jade, Paragon, and Parade to develop a research plan for each target that includes design, modeling, synthesis, evaluation, and other mutually agreed activities (each, a “Research Plan”), which activities may include performing preclinical studies. Paragon will perform the activities set forth in each Research Plan on the timelines set forth in such Research Plan and in compliance with a mutually agreed budget. Each Research Program will be overseen and coordinated by a joint development committee consisting oftwo employees from Jade andtwo employees from Paragon, with Jade and Paragon each havingone vote with respect to decisions of the committee. When Paragon and Parade have produced an antibody against a selected target, and upon the completion of each Research Program, Paragon and Parade will deliver to Jade a data package that includes sequence information for all then-existing antibodies and information directed to such target. Jade, Paragon and Parade have developed a Research Plan for JADE101, JADE201, and JADE301 consistent with the foregoing, and Paragon and Parade have delivered the respective antibodies in accordance with the Research Plans.
Any License Agreement entered into with respect to a given Research Program is expected to be consistent with pre-negotiated terms attached to the Paragon Option Agreement and shall contain the same milestone payment obligations as the Paragon Option Agreement, provided that any milestone set in the Paragon Option Agreement that has not yet been achieved and is duplicated in such License Agreement shall no longer be achievable and payable under the terms of the Paragon Option Agreement and shall only be achievable under the terms of the License Agreement. For the avoidance of doubt, if a milestone is achieved and paid by Jade pursuant to the Paragon Option Agreement for a certain Research Program, then there shall be no milestone payment due for the achievement of such milestone under a subsequently executed License Agreement for such Research Program. Further, under a License Agreement, Jade would also be required to make royalty payments to Paragon in the low to mid-single-digit percentage range based on net sales of products, subject to certain reductions. The royalty term will terminate on a product-by-product and country-by-country basis upon the later of the expiration of the last-to-expire valid claim within the relevant patent rights or the twelfth anniversary of the first commercial sale of such product in such country.
Unless terminated earlier, the Paragon Option Agreement shall continue in force on a Research Program-by-Research Program basis until the later of: (i) the end of the Option Period for such Research Program, as applicable, if such Option is not exercised by the Company; (ii) if the Company exercises its Option with respect to a Research Program, but the parties are unable to finalize and execute a License Agreement within 30 days, the expiration of such 30-day period (subject to any mutually agreed extension of such period); and (iii) the expiration of the applicable Research Term (as defined under the Paragon Option Agreement). The Company may terminate the Paragon Option Agreement or any Research Program at any time for any or no reason upon 30 days’ prior written notice to Paragon, provided that the Company must pay certain unpaid fees due to Paragon upon such termination, as well as any non-cancellable obligations reasonably incurred by Paragon in connection with its activities under any terminated Research Program. Paragon may terminate the Paragon Option Agreement or a Research Program immediately upon written notice to the Company if, as a result of any action or failure to act by the Company or its affiliates, such Research Program or all material activities under the applicable Research Plan are suspended, discontinued or otherwise delayed for a certain consecutive number of months. Each party has the right to terminate the Paragon Option Agreement or any Research Program upon (i)30 days’ prior written notice of the other party’s material breach that remains uncured for the 30-day period and (ii) the other party’s bankruptcy.
Under the Paragon Option Agreement, the Company is responsible for any additional development costs incurred by Paragon relating to APRIL. There wereno development costs related to APRIL for thethree and six months ended June 30, 2026. For the three and six months ended June 30, 2025, the development fees totaled $0.6 million and $2.0 million, respectively, of which $0.6 million and $1.9 million were recognized as research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss. As of June 30, 2026, there wereno amounts relating to APRIL remaining in related party accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheet.
Additionally, the Company is responsible for any additional development costs incurred by Paragon relating to JADE201. There were no development costs related to JADE201 for the three and six months ended June 30, 2026, respectively. For the three and six months ended June 30, 2025 the development fees totaled $0.8 million and $4.1 million, respectively, and were recognized as research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss. As of June 30, 2026, there wereno amounts relating to JADE201 remaining in related party accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheet.
Additionally, the Company is responsible for any additional development costs incurred by Paragon relating to JADE301, which totaled $0.3 million and $1.1 million for thethree and six months ended June 30, 2026, of which $0.3 million and $1.0 million were recognized as research and development expense for the respective periods. For thethree and six months ended June 30, 2025 the development fees totaled$0.9 million and $1.7 million, respectively, and were recognized as research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss. As of June 30, 2026, a total of $0.3 million related to JADE301 remains in related party accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheet.
Additionally, as part of the Paragon Option Agreement, on each of December 31, 2025 and December 31, 2026, Jade granted or will grant, as applicable, Parade warrants to purchase a number of shares equal to 1.00% of Jade’s outstanding capital stock as of the date of the grant on a fully-diluted basis, with an exercise price equal to the fair market value of the underlying shares of Jade common stock on each respective grant date. On December 31, 2025, Jade granted a warrant to purchase 804,519 shares of common stock to Parade which fulfilled the obligation for the 2025 warrant. Parade is an entity formed by Paragon as a vehicle to hold equity in Jade in order to share profits with certain employees of Paragon and will not perform any substantive role under the Paragon Option Agreement other than to receive such warrants.
In December 2025, Jade completed its selection of the JADE301 development candidate, and Jade recorded a $1.5 million milestone fee and recorded the accrual as research and development expense in the 2025 financial statements. This milestone fee was paid in January 2026.
JADE101 License Agreement
In October 2024, Jade entered into a License Agreement with Paragon (the “JADE101 License Agreement”), pursuant to which Paragon granted Jade a royalty-bearing, worldwide, exclusive and sublicensable license to use, make, sell, import, export and otherwise exploit certain monospecific antibodies and products targeting APRIL in the field of prophylaxis, palliation, treatment and diagnosis of human disease and disorders in all therapeutic areas (the “field”). Under the terms of the JADE101 License Agreement, Jade is obligated to pay Paragon up to $22.0 million based on specific development and regulatory milestones, including a $1.5 million fee for nomination of a development candidate, which was paid in December 2024, a further milestone payment of $2.5 million upon the first dosing of a human participant in a Phase 1 trial which was paid in September 2025, and a $3.0 million milestone upon the first dosing of a human participant in a Phase 2 trial, which was paid in June 2026. On a product-by-product basis, Jade is obligated to pay sublicensing fees of up to approximately $20.1 million, mainly upon the achievement of commercial milestones. Jade will pay Paragon a low to mid-single-digit percentage royalty based on annual net sales of the monospecific products in the field and a mid single-digit percentage royalty based on annual net sales of the multispecific products in the field, subject to a 30% reduction if there is no valid patent covering the product in the country of sale. On a country-by-country basis, the royalty term for a product ends on the later of (i) the twelfth anniversary of the date of first sale of the product or (ii) the expiration of the last-to-expire valid patent covering the product in the country at issue.
Paragon will not conduct any new campaigns that generate APRIL monospecific antibodies in the field for at least five years. Jade and Paragon may pursue the development and commercialization of multispecific antibodies and products directed to APRIL in the field, and Jade has a right of first negotiation for any such multispecific antibodies and products proposed by Paragon for a period of five years from the execution of the JADE101 License Agreement. The JADE101 License Agreement may be terminated on 60 days’ notice by us; on material breach without cure; and to the extent permitted by law, on a party’s insolvency or bankruptcy.
Under the JADE101 License Agreement, the Company incurred a $3.0 million milestone upon the first dosing of a human participant in a Phase 2 trial during thethree months ended June 30, 2026 and was recorded in research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss.
JADE201 License Agreement
In October 2025, Jade and Paragon entered into a License Agreement (the “JADE201 License Agreement”), pursuant to which Paragon granted the Company a royalty-bearing, worldwide, exclusive and sublicensable license to use, make, sell, import, export and otherwise exploit certain antibodies and products targeting BAFF-R in the field. Under the terms of the JADE201 License Agreement, Jade is obligated to pay Paragon up to $22.0 million based on specific development, regulatory and clinical milestones for Jade’s first monospecific product to reach such milestones, including a $1.5 million fee for nomination of a development candidate, which was paid in April 2025, and a further milestone payment of $2.5 million upon the first dosing of a human participant in a Phase 1 trial, which was paid in June 2026. Jade will pay Paragon a low to mid-single-digit percentage royalty based on annual net sales of monospecific products in the field, subject to a 30% reduction if there is no valid patent covering the product in the country of sale. On a country-by-country basis, the royalty term for a monospecific product ends on the later of (i) the twelfth anniversary of the date of first sale of the monospecific product or (ii) the expiration of the last-to-expire valid patent covering the monospecific product in the country at issue.
Paragon will not conduct any new campaigns that generate anti-BAFF-R monospecific antibodies in the field for at least five years. Paragon may pursue the development and commercialization of multispecific antibodies and products directed at the BAFF-R target in the field, subject to certain rights held by Jade, and Jade has a right of first negotiation for any such multispecific antibodies and products proposed by Paragon for a period of five years from the execution of the JADE201 License Agreement. Jade is obligated to pay Paragon up to $24.0 million based on specific development, regulatory and clinical milestones for each Jade multispecific product to reach such milestones and will pay Paragon a mid-single-digit percentage royalty based on annual net sales of all Jade multispecific products in the field, subject to a 30% reduction if there is no valid patent covering the product in the country of sale. On a country-by-country basis, the royalty term for a multispecific product ends on the later of (i) the twelfth anniversary of the date of first sale of the multispecific product or (ii) the expiration of the last-to-expire valid patent covering the multispecific product in the country at issue. The JADE201 License Agreement may be terminated on 60 days’ notice by Jade; on material breach without cure; and to the extent permitted by law, on a party’s insolvency or bankruptcy.
In March 2025, Jade completed its selection of its development candidate for the JADE201 program, and Jade paid Paragon the related $1.5 million monospecific milestone payment and recorded the payment as research and development expense. In January 2026, Jade paid Paragon a $1.0 million non-refundable, non-creditable fee (the “Reservation Fee”) to obtain exclusive rights to develop a bispecific antibody directed to a specific target combination for a period of five years. The Reservation Fee was recorded as research and development expense in the three months ending March 31, 2026.
Additionally, the Company incurred a milestone fee related to the first dosing of a human participant in a Phase 1 trial in the amount of $2.5 million during thethree months ended June 30, 2026 which was recorded in research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss.
JADE301 License Agreement
On June 29, 2026, Jade and Paragon entered into a License Agreement (the “JADE301 License Agreement”), pursuant to which Paragon granted Jade a royalty-bearing, worldwide, exclusive and sublicensable license to use, make, sell, import, export and otherwise exploit certain monospecific antibodies and products targeting IFN-β in the field.
Under the terms of the JADE301 License Agreement, Jade is obligated to pay Paragon up to $22.0 million based on specific development and regulatory milestones, including a $1.5 million fee for nomination of a development candidate which was recorded as research and development expense in December 2025 and paid in January 2026, and a further milestone payment of $2.5 million upon the first dosing of a human patient in a Phase 1 trial. On a product-by-product basis, Jade is obligated to pay sublicensing fees of up to approximately $20.1 million, mainly upon the achievement of commercial milestones. Jade will pay Paragon a low to mid-single-digit percentage royalty based on annual net sales of monospecific products in the field, and a mid-single-digit percentage royalty based on annual net sales of multispecific products in the field, subject to a 30% reduction if there is no valid patent covering the product in the country of sale. On a country-by-country basis, the royalty term for a product ends on the later of (i) the twelfth anniversary of the date of first sale of a Company product or (ii) the expiration of the last-to-expire valid patent covering the product in the country at issue.
Paragon will not conduct any new campaigns that generate monospecific antibodies targeting IFN-β in the field for at least five years. The JADE301 License Agreement may be terminated on 60 days’ notice by us; on material breach without cure; and to the extent permitted by law, on a party’s insolvency or bankruptcy.
Cell Line License Agreement
On February 3, 2025, the Company entered into an amended and restated cell line license agreement (the “Cell Line License Agreement”) with WuXi Biologics Ireland Limited (“WuXi Biologics Ireland”). Under the Cell Line License Agreement, the Company received a non-exclusive, worldwide, sublicensable license to certain of WuXi Biologics Ireland’s patent rights, know-how, cell line, biological materials and media and feeds to develop, manufacture, have manufactured, make, have made, import, sell, keep, commercialize and otherwise deal in, use and exploit certain therapeutic products produced through the use of the cell lines licensed by WuXi Biologics Ireland under the Cell Line License Agreement (the “WuXi Biologics Ireland Licensed Products”). JADE101 is, and Jade anticipates that JADE201 and JADE301 will be, manufactured using a cell line licensed under the Cell Line License Agreement.
In consideration for the license, the Company incurred a non-refundable license fee of $0.2 million in November 2024, which was recorded as research and development expense. Additionally, in June 2025 the Company incurred a non-refundable license fee of $0.1 million, which was recorded as research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss. Additionally, if the Company manufactures all of its commercial supplies of bulk drug product for a particular product with a manufacturer other than WuXi Biologics Ireland or its affiliates, it is required to make royalty payments to WuXi Biologics Ireland in an amount equal to a fraction of a single digit percentage of global net sales of the WuXi Biologics Ireland Licensed Products manufactured by a third-party manufacturer (the “Royalty”). If the Company manufactures part of its commercial supplies of the WuXi Biologics Ireland Licensed Products with WuXi Biologics Ireland or its affiliates, then the Royalty will be reduced accordingly on a pro rata basis. The Company has the option, at any time, to pay WuXi Biologics Ireland a non-refundable lump-sum royalty buyout payment on a drug product-by-drug product basis to extinguish future Royalty obligations with respect to such drug product.
The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon six months’ prior written notice and its payment of all undisputed amounts due to WuXi Biologics Ireland through the effective date of termination, (ii) by either party for a material breach by the other party that remains uncured for 60 days after written notice, (iii) by WuXi Biologics Ireland if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure, or (iv) by either party upon the other party’s bankruptcy.
- Leases
In February 2025, the Company entered into a nonc ancelable operating lease agreement for office space located in Vancouver, Canada. The lease commencement date was March 1, 2025, with an initial term of 67 months. The rent commencement date is October 1, 2025. The total lease payment is expected to be approximately $1.2 million of principal payments plus $0.4 million of interest payments over the initial lease term. Payments for rent are made in Canadian dollars and therefore subject to foreign exchange impact. Lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate when measuring operating lease liabilities as discount rates were not implicit or readily determinable.
As of June 30, 2026, the Company had $0.6 million of operating lease right-of-use asset and lease liability of $0.8 million on its condensed consolidated balance sheets. As of June 30, 2026, the operating lease arrangement had a remaining lease term of 4.3 years and an incremental borrowing rate of 14.24%. For each of thethree and six months ended June 30, 2026 and 2025, the Company recorded operating lease expense of less than $0.1 million, respectively, in general and administrative expenses in its condensed consolidated statements of operations and comprehensive loss.
As of June 30, 2026, the total remaining operating lease payments included in the measurement of lease liabilities was as follows (in thousands):
| Period ended December 31, | |
|---|---|
| remaining six months in 2026 | 113 |
| 2027 | 231 |
| 2028 | 236 |
| 2029 | 240 |
| 2030 | 183 |
| Total maturities | $1,003 |
| Less: Imputed interest | (242) |
| Total present value of operating lease liability | $761 |
- Commitments and Contingencies
401(k) Plan
The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code of 1986 (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the 401(k) Plan may be made at the discretion of management. The Company recorded an expense related to 401(k) match contributions of $0.2 million and $0.4 million for the three and six months ended June 30, 2026, andnone for the three and six months ended June 30, 2025, respectively.
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with each of its directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. The maximum poten tial amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company hasnot incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it hasnot accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2026.
Legal Proceedings
From time to time, the Company may become involved in legal proceedings or other litigation relating to claims arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and estimated exposure amount. Legal fees and other costs associated with such proceedings are expensed as incurred. As of June 30, 2026, the Company was not a party to any material legal proceedings or claims.
- Net Loss per Share
Basic and diluted net loss per share attributable to common stockholders and Series A Preferred stockholders was calculated as follows (in thousands, except share and per share amounts):
| Three Months EndedJune 30, 2026 · Six Months EndedJune 30, 2026 | |||||||
|---|---|---|---|---|---|---|---|
| Loss Allocation · Weighted AverageShares Outstanding · Loss Per Share - Basic and Diluted · Loss Allocation · Weighted AverageShares Outstanding · Loss Per Share - Basic and Diluted | |||||||
| Common Stock | $(46,211) | 61,050,775 | $(0.76) | $(79,291) | 59,423,013 | $(1.33) | |
| Series A Preferred Stock (1) | (9,554) | 12,622 | $(756.93) | (16,842) | 12,622 | $(1,334.34) | |
| Net loss | $(55,765) | $(96,133) | |||||
| Three Months EndedJune 30, 2025 · Six Months Ended June 30, 2025 | |||||||
| Loss Allocation · Weighted AverageShares Outstanding · Loss Per Share - Basic and Diluted · Loss Allocation · Weighted AverageShares Outstanding · Loss Per Share - Basic and Diluted | |||||||
| Common Stock | $(24,552) | 28,431,158 | $(0.86) | $(54,985) | 15,932,206 | $(3.45) | |
| Series A Preferred Stock (2) | (7,582) | 8,781 | $(863.46) | (15,318) | 4,439 | $(3,450.78) | |
| Net loss | $(32,134) | $(70,303) | |||||
(1) The weighted average number of shares of as-converted Series A Preferred Stock used in the loss allocation was 12,622,000 for both the three and six months ended June 30, 2026.
(2) The weighted average number of shares of as-converted Series A Preferred Stock used in the loss allocation was 8,780,522 and 4,438,505 for the three and six months ended June 30, 2025, respectively.
For the computation of basic net loss per share attributable to common stockholders, the amount of weighted-average common shares outstanding excludes all shares of unvested restricted common stock as such shares are not considered outstanding for accounting purposes until vested. The amount of weighted-average shares outstanding includes the pre-funded warrants as the exercise price is negligible and these warrants are fully vested and exercisable.
The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The potentially dilutive securities are as follows:
| Three and Six Months Ended June 30, 2026 | Three and Six Months Ended June 30, 2025 | |
|---|---|---|
| Outstanding and unvested RSAs | 274,811 | 495,739 |
| Outstanding and issued common stock options | 13,162,759 | 9,348,097 |
| Outstanding and unvested Restricted stock units | 489,854 | — |
| Outstanding and issued warrant to Parade | 804,519 | — |
| Total | 14,731,943 | 9,843,836 |
- Related Party Transactions
Paragon and Parade each beneficially own less than 5% of the Company’s share capital through their respective holdings of Company’s common stock.
Fairmount beneficially owns more than 5% of the Company’s capital, currently has two representatives appointed to the board of directors and beneficially owns more than 5% of Paragon.
The following is a summary of related party accounts payable and other current liabilities (in thousands):
| June 30, 2026 | December 31,2025 | |
|---|---|---|
| Reimbursable fees under the terms of the Paragon Option Agreement | $299 | $4,942 |
| Paragon reimbursable legal fees | — | 27 |
| $299 | $4,969 |
- Segment Reporting
The Company hasone reportable segment relating to the research and development of its programs, JADE101, JADE201, and JADE301. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated basis and uses consolidated net loss for the allocation of resources and the assessment of performance. Although the Company’s financial reporting package that is reviewed and approved by the CODM disaggregates significant expenses such as program-level external research and development costs, personnel costs, including stock-based compensation expense, and professional and consulting fees, all decisions made by the CODM are based upon reviewing operating metrics and performance indicators at the Company-wide consolidated level and consolidated net loss. The CODM uses consolidated net loss to evaluate loss generated from the Company’s business activities in deciding how to allocate company resources and in monitoring budget versus actual results. Assets are also managed on a Company-wide consolidated basis.
The table below is a summary of the significant expenses categories regularly provided to the CODM (in thousands):
| Three Months EndedJune 30, 2026 | Three Months EndedJune 30, 2025 | Six Months EndedJune 30, 2026 | Six Months EndedJune 30, 2025 | |
|---|---|---|---|---|
| Operating expenses: | ||||
| JADE101 external research and development costs | $14,978 | $7,249 | $30,401 | $17,016 |
| JADE201 external research and development costs | 6,104 | 8,356 | 8,981 | 13,510 |
| JADE301 external research and development costs | 10,105 | 926 | 16,027 | 1,659 |
| Research and development personnel-related costs (including stock-based compensation) | 16,775 | 5,710 | 27,423 | 9,662 |
| Other research and development costs | 2,103 | 306 | 3,286 | 723 |
| General and administrative personnel-related costs (including stock-based compensation) | 5,687 | 3,118 | 10,985 | 4,827 |
| General and administrative professional, consulting, and other fees | 3,164 | 2,113 | 5,258 | 3,765 |
| Total operating expenses | $58,916 | $27,778 | $102,361 | $51,162 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.