Jade Biosciences, Inc.

From time to time, we may be involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters which arise in the ordinary course of business.

In connection with the Merger, two complaints have been filed as individual actions. On March 27, 2025, purported Aerovate stockholders filed complaints in the Supreme Court of the State of New York, New York County against Aerovate and the members of our board of directors, captionedClark v. Aerovate Therapeutics, Inc., et al., No. 651694/2025, andWilliams v. Aerovate Therapeutics, Inc., et al., No. 651691/2025, or collectively, the Complaints. The Complaints assert claims for negligent misrepresentation and concealment in violation of New York State common law against the Company and the members of our Board of Directors for purportedly misrepresenting or omitting allegedly material information from the proxy statement/prospectus on Form S-4 filed in connection with the Merger, or the Form S-4. The plaintiffs seek injunctive relief or, in the event the Merger is consummated, damages and expenses in an unspecified amount. Moreover, in connection with the Merger, we received ten demand letters, or the Demands, from purported stockholders seeking additional disclosures in the Form S-4.

We cannot predict the outcome of the Complaints or Demands. We and the individual defendants intend to vigorously defend against the Complaints, the Demands and any subsequently filed complaints or similar actions.

While we believed that no further disclosure was required to supplement the Form S-4 under applicable laws, in order to moot the disclosure claims and avoid nuisance and possible expense and business delays, we made certain disclosures that supplemented and revised those contained in the Form S-4, or the Supplemental Disclosures. These Supplemental Disclosures were filed with the SEC in a Current Report on Form 8-K on April 9, 2025. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth therein. To the contrary, we specifically deny all allegations in the Complaints and Demands described above and that any additional disclosure was or is required or material.