Aerovate Therapeutics Inc

(a)

In connection with our previously announced workforce reduction plan, on August 6, 2024, our Chief Commercial Officer, Tim Pigot, was terminated without cause, effective August 15, 2024, or the Separation Date. Pursuant to Mr. Pigot’s Employment Agreement with the Company, Mr. Pigot is entitled to receive severance equal to nine months of his base salary in effect on the Separation Date, in the total gross amount of $315,600, less applicable taxes and withholdings, payable in equal installments over a nine-month period, and reimbursement of COBRA premiums for healthcare insurance coverage for up to nine months to the extent Mr. Pigot is eligible for and elects COBRA coverage.

The foregoing severance benefits are contingent upon Mr. Pigot’s execution of a separation agreement, including a general release of claims and customary cooperation clause in order to ensure a smooth transition after Mr. Pigot’s departure.

Mr. Pigot’s final separation agreement will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending September 30, 2024, and this disclosure is qualified in its entirety by reference to the full text of the final agreement.

(c)Director and Officer Trading Plans and Arrangements

During the three months ended June 30, 2024, Ralph Niven, our Chief Scientific Officer, adopted a trading arrangement on April 9, 2024 that is intended to satisfy the affirmative defense of Rule 10b5-1(c), or the Niven 10b5-1 Plan. Between August 8, 2024 and April 4, 2025, the Niven 10b5-1 Plan provides for the potential sale of up to 29,400 shares of our common stock. The Niven 10b5-1 Plan terminates on April 9, 2025, or upon the earlier completion of all authorized transactions under the plan.