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 is filed as an exhibit on this Quarterly Report on Form 10-Q, 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

On July 8, 2024, Ben Dake, our former President, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Dake 10b5-1 Plan”). The Dake 10b5-1 Plan was entered into on November 16, 2023, and commenced on March 18, 2024, with a termination date of the earlier of December 31, 2024, or the date all shares under the plan were sold. The aggregate number of securities sold under the Dake 10b5-1 Plan was 72,696.

On July 10, 2024, Hunter Gillies, our former Chief Medical Officer, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Gillies 10b5-1 Plan”). The Gillies 10b5-1 Plan was entered into on January 19, 2023, and commenced on April 19, 2023, with a termination date of the earlier of July 17, 2024, or the date all shares under the plan were sold. The aggregate number of securities sold under the Gillies 10b5-1 Plan was 68,255.

On September 30, 2024, George Eldridge, our Chief Financial Officer, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Eldridge 10b5-1 Plan”). The Eldridge 10b5-1 Plan was entered into on March 17, 2023, and commenced on October 10, 2023, with a termination date of the earlier of September 30, 2024, or the date all shares under the plan were sold. The aggregate number of securities sold under the Eldridge 10b5-1 Plan was 64,995.