AVTE / Aerovate Therapeutics, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Jade Biosciences Announces Pricing of Public Offering of Common Stock

EX-99.2 Exhibit 99.2 Jade Biosciences Announces Pricing of Public Offering of Common Stock San Francisco and Vancouver, British Columbia – June 3, 2026 – Jade Biosciences, Inc. (“Jade” or the “Company”) (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced the pricing of a public offering of 10,000,000 shares o

10,000,000 Shares of Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-295662 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 15, 2026) 10,000,000 Shares of Common Stock We are offering 10,000,000 shares of our common stock, par value $0.0001 per share, in this offering. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “JBIO”. On June 3, 2026, the closing p

10,000,000 Shares Jade Biosciences, Inc. UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 10,000,000 Shares Jade Biosciences, Inc. UNDERWRITING AGREEMENT June 3, 2026 JEFFERIES LLC TD SECURITIES (USA) LLC UBS SECURITIES LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 c/o UBS SECURITIES LLC 11 Madison Avenue New York, New York 10010

Jade Biosciences Announces Proposed Underwritten Public Offering

EX-99.1 Exhibit 99.1 Jade Biosciences Announces Proposed Underwritten Public Offering San Francisco and Vancouver, British Columbia – June 3, 2026 – Jade Biosciences, Inc. (“Jade” or the “Company”) (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced that it intends to offer and sell, subject to market and oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 Jade Biosciences, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 Jade Biosciences, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission File

SUBJECT TO COMPLETION, DATED JUNE 3, 2026

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-295662 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospe

Disclaimers Forward Looking Statements Certain statements contained in or made orally during this presentation, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws,

EX-99.1 JADE101 Phase 1 Interim Data Conference Call June 1, 2026 Nasdaq: jbio Exhibit 99.1 Disclaimers Forward Looking Statements Certain statements contained in or made orally during this presentation, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions und

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 Jade Biosciences, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 Jade Biosciences, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission File

39,542,339 Shares Common Stock Offered by the Selling Stockholders

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-295665 PROSPECTUS 39,542,339 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to (i) 13,086,108 shares of our common stock, par value $0.0001 per share (the “Common S

As filed with the Securities and Exchange Commission on May 7, 2026

S-3 As filed with the Securities and Exchange Commission on May 7, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40544 Jade Bios

JADE BIOSCIENCES, INC. 2026 Employment Inducement STOCK INCENTIVE PLAN

Exhibit 10.1 JADE BIOSCIENCES, INC. 2026 Employment Inducement STOCK INCENTIVE PLAN 1. Purpose The purpose of this Jade Biosciences, Inc. 2026 Employment Inducement Stock Incentive Plan (the “Plan”) is to attract and retain the best Eligible Persons for positions of substantial responsibility and to motivate such Eligible Persons to optimize the profitability and growth of the Company through ince

Jade Biosciences, Inc. Common Stock Offered by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-292369 PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated December 30, 2025 Jade Biosciences, Inc. Common Stock Offered by the Selling Stockholder This prospectus supplement updates, amends and supplements the prospectus dated December 30, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-2

Jade Biosciences, Inc. Common Stock Offered by the Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-291541 PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated December 19, 2025 Jade Biosciences, Inc. Common Stock Offered by the Selling Stockholders This prospectus supplement updates, amends and supplements the prospectus dated December 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-

Security Type

Calculation of Filing Fee Tables S-3 Jade Biosciences, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Init

JADE BIOSCIENCES, INC. Dated as of ___________, 20___

EX-4.5 Exhibit 4.5 JADE BIOSCIENCES, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issuable in Series 6 Section 2.2. Est

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 Jade Biosciences, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission File N

JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS

Exhibit 10.2 JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below an option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per share, each spec

JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS

Exhibit 10.2 JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below an option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per share, each spec

Page 2

EX-99.1 Exhibit 99.1 Jade Biosciences Reports First Quarter 2026 Financial Results and Provides Corporate Update • Interim biomarker-rich Phase 1 data for JADE101 to be featured in an oral session at the 63rd European Renal Association Congress • Phase 2 trial of JADE101 in IgA nephropathy patients expected to begin in the second quarter of 2026; interim data expected in 2027 • Phase 1 study of JA

OPEN MARKET SALE AGREEMENTSM

EX-1.2 Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM May 7, 2026 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Jade Biosciences, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common

JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS

Exhibit 10.2 JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below an option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per share, each spec

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AND PRIVATE OR CONFIDENTIAL.

Exhibit 10.5 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AND PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 2 TO THE LICENSE AGREEMENT This Amendment No. 2 (the “Second Amendment”) effective as of October 15, 2025 (the “Second Amendment Effective Date

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AND PRIVATE OR CONFIDENTIAL.

Exhibit 10.5 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AND PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 2 TO THE LICENSE AGREEMENT This Amendment No. 2 (the “Second Amendment”) effective as of October 15, 2025 (the “Second Amendment Effective Date

JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS

Exhibit 10.3 JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”). Each RSU represents the right to receive one share of Common Stock, upon the

JADE BIOSCIENCES, INC. 2026 Employment Inducement STOCK INCENTIVE PLAN

Exhibit 10.1 JADE BIOSCIENCES, INC. 2026 Employment Inducement STOCK INCENTIVE PLAN 1. Purpose The purpose of this Jade Biosciences, Inc. 2026 Employment Inducement Stock Incentive Plan (the “Plan”) is to attract and retain the best Eligible Persons for positions of substantial responsibility and to motivate such Eligible Persons to optimize the profitability and growth of the Company through ince

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AND PRIVATE OR CONFIDENTIAL.

Exhibit 10.5 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AND PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 2 TO THE LICENSE AGREEMENT This Amendment No. 2 (the “Second Amendment”) effective as of October 15, 2025 (the “Second Amendment Effective Date

JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS

Exhibit 10.3 JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”). Each RSU represents the right to receive one share of Common Stock, upon the

Security Type

Calculation of Filing Fee Tables S-3 Jade Biosciences, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Init

JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS

Exhibit 10.3 JADE BIOSCIENCES, INC. 2026 EMPLOYMENT INDUCEMENT STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”). Each RSU represents the right to receive one share of Common Stock, upon the

JADE BIOSCIENCES, INC. 2026 Employment Inducement STOCK INCENTIVE PLAN

Exhibit 10.1 JADE BIOSCIENCES, INC. 2026 Employment Inducement STOCK INCENTIVE PLAN 1. Purpose The purpose of this Jade Biosciences, Inc. 2026 Employment Inducement Stock Incentive Plan (the “Plan”) is to attract and retain the best Eligible Persons for positions of substantial responsibility and to motivate such Eligible Persons to optimize the profitability and growth of the Company through ince

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Jade Biosciences, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0.0001 par value per share Other 1,750,000 $ 23.57 $ 41,247,500.00 0.0001381 $ 5,696.28 Total O

As filed with the Securities and Exchange Commission on May 7, 2026

S-8 As filed with the Securities and Exchange Commission on May 7, 2026 Registration No.

As filed with the Securities and Exchange Commission on May 7, 2026

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 7, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) շ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ն TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40544 Jade Bioscience

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURS UA NT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURS UA NT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2026 Jade Biosciences,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2026 Jade Biosciences, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2026 Jade Biosciences,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2026 Jade Biosciences, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission Fil

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK The following description of our capital stock and provisions of our articles of incorporation and bylaws are summaries and are qualified by reference to such articles of incorporation and bylaws and applicable provisions of the Ne

INSIDER TRADING POLICY

Exhibit 19.1 INSIDER TRADING POLICY I. INTRODUCTION Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade. Trading while in possessio

INSIDER TRADING POLICY

Exhibit 19.1 INSIDER TRADING POLICY I. INTRODUCTION Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade. Trading while in possessio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2026 Jade Biosciences, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2026 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40544 Jade Bioscience

JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS

Exhibit 10.14 Employee Form JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”). Each RSU represents the right to receive one share of Common Stock, upon the terms a

Appendix A

Exhibit 10.17 February 25, 2026 Elizabeth Balta Via Email Re: Amended and Restated Employment Agreement Dear Elizabeth: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you the position of Chief Legal Officer and Corporate Secretary of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”). This Agreement will amend and restate the April 28, 202

Jade Biosciences, Inc. Common Stock Offered by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-292369 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated December 30, 2025 Jade Biosciences, Inc. Common Stock Offered by the Selling Stockholder This prospectus supplement updates, amends and supplements the prospectus dated December 30, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-2

INSIDER TRADING POLICY

Exhibit 19.1 INSIDER TRADING POLICY I. INTRODUCTION Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade. Trading while in possessio

Page 2

EX-99.1 Exhibit 99.1 Jade Biosciences Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Corporate Update • JADE101 Phase 1 healthy volunteer interim data expected in the second quarter of 2026; Phase 2 clinical trial in patients with IgA nephropathy expected to begin mid-2026 with preliminary data anticipated in 2027 • JADE201, a half-life extended afucosylated anti-BAFF rec

JADE BIOSCIENCES, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN

As filed with the Securities and Exchange Commission on March 6, 2026

S-8 As filed with the Securities and Exchange Commission on March 6, 2026 Registration No.

Jade Biosciences, Inc. Common Stock Offered by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-291541 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated December 19, 2025 Jade Biosciences, Inc. Common Stock Offered by the Selling Stockholder This prospectus supplement updates, amends and supplements the prospectus dated December 19, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-2

Appendix A

Exhibit 10.17 February 25, 2026 Elizabeth Balta Via Email Re: Amended and Restated Employment Agreement Dear Elizabeth: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you the position of Chief Legal Officer and Corporate Secretary of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”). This Agreement will amend and restate the April 28, 202

INCENTIVE COMPENSATION CLAWBACK POLICY

Exhibit 97.1 INCENTIVE COMPENSATION CLAWBACK POLICY I. Recoupment of Incentive-Based Compensation It is the policy of Jade Biosciences, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such

For purposes of this definition, “Combination Product” means any pharmaceutical product that contains two (2) or more active ingredients, including (A) one (1) or more Licensed Antibodies, Derived Antibodies or Multispecific Antibodies (the “Licensed

Exhibit 10.27 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS (I) NOT MATERIAL AND (II) TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. Confidential Execution Copy LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of October 3, 2025 (the “Effective Date”), by and between

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK The following description of our capital stock and provisions of our articles of incorporation and bylaws are summaries and are qualified by reference to such articles of incorporation and bylaws and applicable provisions of the Ne

As filed with the Securities and Exchange Commission on March 6, 2026

POS EX As filed with the Securities and Exchange Commission on March 6, 2026 Registration No.

JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS

Exhibit 10.14 Employee Form JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”). Each RSU represents the right to receive one share of Common Stock, upon the terms a

For purposes of this definition, “Combination Product” means any pharmaceutical product that contains two (2) or more active ingredients, including (A) one (1) or more Licensed Antibodies, Derived Antibodies or Multispecific Antibodies (the “Licensed

Exhibit 10.27 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS (I) NOT MATERIAL AND (II) TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. Confidential Execution Copy LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of October 3, 2025 (the “Effective Date”), by and between

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Jade Biosciences, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0.0001 par value per share Other 3,535,788 $ 13.825 $ 48,882,269.10 0.0001381 $ 6,750.65 2 Equi

For purposes of this definition, “Combination Product” means any pharmaceutical product that contains two (2) or more active ingredients, including (A) one (1) or more Licensed Antibodies, Derived Antibodies or Multispecific Antibodies (the “Licensed

Exhibit 10.27 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS (I) NOT MATERIAL AND (II) TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. Confidential Execution Copy LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of October 3, 2025 (the “Effective Date”), by and between

INCENTIVE COMPENSATION CLAWBACK POLICY

Exhibit 97.1 INCENTIVE COMPENSATION CLAWBACK POLICY I. Recoupment of Incentive-Based Compensation It is the policy of Jade Biosciences, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such

INCENTIVE COMPENSATION CLAWBACK POLICY

Exhibit 97.1 INCENTIVE COMPENSATION CLAWBACK POLICY I. Recoupment of Incentive-Based Compensation It is the policy of Jade Biosciences, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such

Appendix A

Exhibit 10.17 February 25, 2026 Elizabeth Balta Via Email Re: Amended and Restated Employment Agreement Dear Elizabeth: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you the position of Chief Legal Officer and Corporate Secretary of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”). This Agreement will amend and restate the April 28, 202

JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS

Exhibit 10.14 Employee Form JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNITS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”). Each RSU represents the right to receive one share of Common Stock, upon the terms a

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of Incorporation Jade Biosciences Canada ULC British Columbia Jade Biosciences MA Security Corporation Massachusetts

As filed with the Securities and Exchange Commission on March 6, 2026

POS EX As filed with the Securities and Exchange Commission on March 6, 2026 Registration No.

JADE BIOSCIENCES, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of Incorporation Jade Biosciences Canada ULC British Columbia Jade Biosciences MA Security Corporation Massachusetts

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of Incorporation Jade Biosciences Canada ULC British Columbia Jade Biosciences MA Security Corporation Massachusetts

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK The following description of our capital stock and provisions of our articles of incorporation and bylaws are summaries and are qualified by reference to such articles of incorporation and bylaws and applicable provisions of the Ne

JADE BIOSCIENCES, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 Jade Biosciences,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 Jade Biosciences, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission Fi

Jade Biosciences Outlines Key 2026 Objectives and Strategy to Advance Pipeline of Potentially

EX-99.1 Exhibit 99.1 Jade Biosciences Outlines Key 2026 Objectives and Strategy to Advance Pipeline of Potentially Best-in-Class Monoclonal Antibodies Across Multiple Autoimmune Diseases Ahead of the 44th Annual J.P. Morgan Healthcare Conference • JADE101 Phase 1 healthy volunteer trial ongoing; biomarker-rich interim data expected in the first half of 2026 • Phase 2 clinical trial of JADE101 in p

Jade Biosciences, Inc. 3,214,286 Shares Common Stock Offered by the Selling Stockholder

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-292369 PROSPECTUS Jade Biosciences, Inc. 3,214,286 Shares Common Stock Offered by the Selling Stockholder This prospectus relates to the proposed resale or other disposition by the selling stockholder identified herein (the “Selling Stockholder”) of up to 3,214,286 shares (the “Resale Shares”) of our common stock, par va

LETTER

December 23, 2025 Tom Frohlich Chief Executive Officer Jade Biosciences, Inc. 221 Crescent St., Building 23 Suite 105 Waltham, MA 02453 Re: Jade Biosciences, Inc. Registration Statement on Form S-1 Filed December 22, 2025 File No. 333-292369 Dear Tom Frohlich: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regardin

Jade Biosciences, Inc. 221 Crescent Street, Building 23, Suite 105 Waltham, Massachusetts 02453 December 23, 2025

CORRESP Jade Biosciences, Inc. 221 Crescent Street, Building 23, Suite 105 Waltham, Massachusetts 02453 December 23, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-6010 Attn: Mr. Jimmy McNamara Re: Jade Biosciences, Inc. Registration Statement on Form S-1 File No. 333-292369 Ladies an

Security Type

Calculation of Filing Fee Tables S-1 Jade Biosciences, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Init

List of Subsidiaries Subsidiary Jurisdiction of Incorporation Jade Biosciences Canada ULC British Columbia Jade Biosciences MA Security Corporation Massachusetts Aerovate Securities Corporation Massachusetts

EX-21.1 Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of Incorporation Jade Biosciences Canada ULC British Columbia Jade Biosciences MA Security Corporation Massachusetts Aerovate Securities Corporation Massachusetts

As filed with the Securities and Exchange Commission on December 22, 2025 Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jade Bioscie

Table of Contents As filed with the Securities and Exchange Commission on December 22, 2025 Registration No.

Jade Biosciences, Inc. 16,125,269 Shares Common Stock Offered by the Selling Stockholders

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-291541 PROSPECTUS Jade Biosciences, Inc. 16,125,269 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to (i) 13,368,164 shares (the “PIPE Shares”) of our common stock,

SECURITIES PURCHASE AGREEMENT

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 13, 2025, by and among Jade Biosciences, Inc., a Nevada corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and deliv

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EX-99.1 Exhibit 99.1 Jade Biosciences Announces $45 Million Private Placement San Francisco and Vancouver, British Columbia December 15, 2025 – Jade Biosciences, Inc. (“the Company” or “Jade”), (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced that it has entered into a securities purchase agreement with BB

REGISTRATION RIGHTS AGREEMENT

EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 13, 2025, is entered into by and among Jade Biosciences, Inc., a Nevada corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2025 Jade Bioscience

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2025 Jade Biosciences, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission

List of Subsidiaries Subsidiary Jurisdiction of Incorporation Jade Biosciences Canada ULC British Columbia Jade Biosciences MA Security Corporation Massachusetts Aerovate Securities Corporation Massachusetts

EX-21.1 Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction of Incorporation Jade Biosciences Canada ULC British Columbia Jade Biosciences MA Security Corporation Massachusetts Aerovate Securities Corporation Massachusetts

As filed with the Securities and Exchange Commission on November 1 4 , 2025 Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jade Biosc

As filed with the Securities and Exchange Commission on November 1 4 , 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025 Jade Bioscience

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission

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EX-99.1 Exhibit 99.1 Jade Biosciences Reports Third Quarter 2025 Financial Results and Provides Corporate Update • Presented favorable preclinical safety data for JADE101 and a translational analysis of APRIL mediated biomarker responses at the American Society of Nephrology Kidney Week 2025, reinforcing its potential as a best-in-class selective anti-APRIL monoclonal antibody for IgA nephropathy

Security Type

Calculation of Filing Fee Tables S-1 Jade Biosciences, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Init

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40544 Jade

Notwithstanding the generality of the foregoing, Executive does not release any claim which, by law, may not be released, including the following claims (the “Retained Claims”): Notwithstanding the generality of the foregoing, the Company does not re

Exhibit 10.3 Separation AGREEMENT and general release This Release Agreement (the “Agreement”) is entered into by and between Hetal Kocinsky, M.D. (“Executive”), and Jade Biosciences, Inc. (the “Company”), effective as of the Effective Date (as defined below). Recitals WHEREAS, Executive is a party to that certain Amended and Restated Employment Agreement effective as of April 28, 2025, with the C

Report of Independent Registered Public Accounting Firm

EX-99.2 Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Jade Biosciences, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Jade Biosciences, Inc. (the “Company”) as of December 31, 2024 and June 18, 2024, and the related consolidated statements of operations and comprehensive

Disclaimers Forward Looking Statements Certain statements in this presentation, other than purely historical information, may constitute forward-looking statements within the meaning of the federal securities laws, including for purposes of the safe

EX-99.3 Exhibit 99.3 Company Overview October 2025 NASDAQ: JBIO Disclaimers Forward Looking Statements Certain statements in this presentation, other than purely historical information, may constitute forward-looking statements within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These fo

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EX-99.1 Exhibit 99.1 Jade Biosciences Announces $135 Million Private Placement San Francisco and Vancouver, British Columbia October 7, 2025 – Jade Biosciences, Inc. (“the Company” or “Jade”), (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced that it has entered into a securities purchase agreement for a pr

FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [•] (subject to adjustment) Warrant No. [•] Original Issue Date: October [•], 2025

EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HA

SECURITIES PURCHASE AGREEMENT

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 6, 2025, by and among Jade Biosciences, Inc., a Nevada corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and deliver

REGISTRATION RIGHTS AGREEMENT

EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2025, is entered into by and among Jade Biosciences, Inc., a Nevada corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized ter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2025 Jade Biosciences,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2025 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission Fi

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EX-99.2 Exhibit 99.2 Jade Biosciences Announces JADE201, a Potentially Best-in-Class Half-Life Extended Afucosylated Anti-BAFF Receptor Monoclonal Antibody in Development for Autoimmune Diseases • JADE201 builds on clinical proof-of-concept for BAFF-R targeting, adding half-life extension technology to provide extended receptor occupancy with the goal of delivering deeper, more durable B cell depl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 Jade Bioscience

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Jade Biosciences, Inc. (Exact

8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Jade Biosciences, Inc. (Exact name of registrant as specified in its charter) Nevada 83-1377888 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

Employment Agreement, between Jade Biosciences, Inc. and Bradford Dahms, dated June 25, 2025.

Exhibit 10.7 June 25, 2025 Bradford Dahms Re: Employment Agreement Dear Brad: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as Chief Financial Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept this offer as indicated by your signature below. Your employment with the Company in the Role will

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40544 Jade Biosc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Jade Biosciences,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission Fi

Amendment No. 1 to the APRIL License Agreement, dated as of May 27, 2025, by and between Paragon Therapeutics, Inc. and Jade Biosciences, Inc.

Exhibit 10.13 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 TO THE LICENSE AGREEMENT This Amendment No. 1 (the “Amendment”) effective as of May 27, 2025 (the “Amendment Effective Date”) to the License A

Master Services Agreement, dated as of June 24, 2025, by and between Patheon Biologics LLC, part of Thermo Fisher Scientific, and Jade Biosciences, Inc.

Exhibit 10.14 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this “MSA”) is effective as of 24 June 2025 (“Effective Date”) between Patheon Biologics LLC, part o

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EX-99.1 Exhibit 99.1 Jade Biosciences Reports Second Quarter 2025 Financial Results and Provides Corporate Update • Presented preclinical data for JADE101 at the 62nd European Renal Association Congress, highlighting its potential as a best-in-class anti-APRIL monoclonal antibody for IgA nephropathy • Phase 1 healthy-volunteer study of JADE101 expected to begin in the third quarter of 2025, with i

Jade Biosciences Appoints Brad Dahms as Chief Financial Officer

Exhibit 99.1 Jade Biosciences Appoints Brad Dahms as Chief Financial Officer San Francisco and Vancouver, British Columbia, July 1, 2025 — Jade Biosciences, Inc. (“Jade”) (Nasdaq: JBIO), a biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced the appointment of Brad Dahms as Chief Financial Officer. “Brad is a proven strategic and financial le

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2025 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on June 30, 2025

S-8 As filed with the Securities and Exchange Commission on June 30, 2025 Registration No.

Filing Fee Table.

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Jade Biosciences, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity  Common

Form of Grant Notice for Stock Option and Standard Terms and Conditions for Stock Options under the Jade Biosciences, Inc. 2025 Stock Incentive Plan (Directors).

Exhibit 99.2 Director Form JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below an option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per share, each specified be

Form of Grant Notice for Stock Option and Standard Terms and Conditions for Stock Options under the Jade Biosciences, Inc. 2025 Stock Incentive Plan (Employees).

EX-99.3 Exhibit 99.3 Employee Form JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN GRANT NOTICE FOR STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Jade Biosciences, Inc. (the “Company”), hereby grants to Participant named below an option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Price per share, each spec

Regulation FD Disclosure, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission File

Forward Looking Statements Certain statements in this presentation, other than purely historical information, may constitute "forward-looking statements" within the meaning of the federal securities laws, including for purposes of the "safe harbor" p

May 2025 Company Overview NASDAQ: JBIO Exhibit 99.4 Forward Looking Statements Certain statements in this presentation, other than purely historical information, may constitute "forward-looking statements" within the meaning of the federal securities laws, including for purposes of the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statem

JADE BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) March 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 49,929 $ 69,386 Prepaid expenses and other current assets 775 268 To

EX-99.1 Exhibit 99.1 Financial Statements. JADE BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (In thousands, except share amounts) March 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 49,929 $ 69,386 Prepaid expenses and other current assets 775 268 Total current assets 50,704 69,654 Operating lease right-of-use asset 765 —  Other assets 4,855 3

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Exhibit 99.3 Jade Biosciences Reports First Quarter 2025 Financial Results and Provides Corporate Update Completed reverse merger and commenced trading on Nasdaq as JBIO Closed financing, raising approximately $300 million to date, providing cash runway through 2027 Lead candidate JADE101 expected to enter the clinic in second half of 2025, with interim biomarker-rich data expected in first half o

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

EX-99.2 Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations. On April 28, 2025, Caribbean Merger Sub I, Inc. merged with and into Jade Biosciences, Inc. (“Pre-Merger Jade”), with Pre-Merger Jade continuing as a wholly owned subsidiary of Aerovate Therapeutics, Inc. (“Aerovate”) and the surviving corporation of the merger (the “First Merger”), and Pre-

Jade Biosciences, Inc. 2025 Stock Incentive Plan.

Exhibit 10.10 JADE BIOSCIENCES, INC. 2025 STOCK INCENTIVE PLAN 1. Purpose The purpose of this Jade Biosciences, Inc. 2025 Stock Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Jade Biosciences, Inc. and its stockholders by providing stock-based compensation and other performance-based

Code of Business Conduct and Ethics of Jade Biosciences, Inc.

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS I. INTRODUCTION This Code of Business Conduct and Ethics (this “Code”) provides a general statement of the expectations of Jade Biosciences, Inc. (the “Company”) regarding the ethical standards to which each director, officer and employee should adhere while acting on behalf of the Company. You are expected to read and become familiar with the ethic

Separation Agreement and Release, by and between Aerovate Therapeutics, Inc. and George Eldridge, dated as of April 18, 2025.

Exhibit 10.9 930 Winter Street, Suite M-500 Waltham, MA 02451 April 18, 2025 PERSONAL AND CONFIDENTIAL George Eldridge Re: Separation Agreement Dear George: This letter confirms your separation from employment with Aerovate Therapeutics, Inc. (the “Company”) which will be effective on the Closing Date (as defined in the Merger Agreement, as defined below) (the “Separation Date”). This letter also

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Aerovate, effective April 28, 2025 (Authorized Share Increase).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEROVATE THERAPEUTICS, INC. Aerovate Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The current name of the Corporation is Aerovate Therapeutics, Inc. 2. The amendment set forth in this Certificate of Amend

Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Hetal Kocinsky, dated as of April 28, 2025.

Exhibit 10.16 April 28, 2025 Hetal Kocinsky Re: Amended and Restated Employment Agreement Dear Hetal: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you continued position as Chief Medical Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”). This Agreement will amend and restate the September 3, 2024 letter agreement between you

Jade Biosciences, Inc. 2025 Employee Stock Purchase Plan.

Exhibit 10.11 JADE BIOSCIENCES, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The purpose of this Jade Biosciences, Inc. 2025 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee stock pur

Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Elizabeth Balta, dated as of April 28, 2025.

Exhibit 10.17 April 28, 2025 Elizabeth Balta Re: Amended and Restated Employment Agreement Dear Elizabeth: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you continued position as General Counsel and Corporate Secretary of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”). This Agreement will amend and restate the October 16, 2024 letter

Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Andrew King, dated as of April 28, 2025.

Exhibit 10.14 April 28, 2025 Andrew King Re: Amended and Restated Employment Agreement Dear Andrew: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you continued position as Chief Scientific Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”). This Agreement will amend and restate the July 31, 2024 letter agreement between you and

List of Subsidiaries of Jade Biosciences, Inc.

Exhibit 21.1 Subsidiary Country of Origin Jade Biosciences MA Security Corporation United States

Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Tom Frohlich, dated as of April 28, 2025.

Exhibit 10.13 April 28, 2025 Tom Frohlich Re: Amended and Restated Employment Agreement Dear Tom: On behalf of Jade Biosciences Canada, ULC (the “Company”), I am very pleased to offer you continued employment directly with the Company in the position as Chief Executive Officer (“CEO”) of the Company and its parent company, Jade Biosciences, Inc. (“JadeUS”), and the opportunity to serve as a member

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 Jade Biosciences, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commission Fil

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2025. On October 30, 2024, Jade entered into the Merger Agreement with Aerovate and the Merger Subs, pur

Delaware Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock, effective April 28, 2025.

Exhibit 3.6 AEROVATE THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Aerovate Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly a

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Aerovate, effective April 28, 2025 (Reverse Stock Split).

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEROVATE THERAPEUTICS, INC. Aerovate Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The current name of the Corporation is Aerovate Therapeutics, Inc. 2. The amendment set forth in this Certificate of Amend

Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, effective April 28, 2025 (incorporated by reference to Exhibit 3.7 to the Company’s Current Report on Form 8-K (File No. 001-40544), filed with the SEC on May 1, 2025).

Exhibit 3.7 JADE BIOSCIENCES, INC. CERTIFICATE OF DESIGNATION OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Nevada Revised Statutes 78.1955 The following recital and resolution were duly adopted by the board of directors (the “Board of Directors”) of Jade Biosciences, Inc., a Nevada corporation (the “Corporation”): WHEREAS: the Articles of Incorporation of the Corporation (as amen

Nevada Plan of Conversion.

Exhibit 2.2 PLAN OF CONVERSION This Plan of Conversion (this “Plan”) is adopted as of April 28, 2025 and sets forth certain terms of the conversion of Jade Biosciences, Inc. (formerly known as Aerovate Therapeutics, Inc.), a Delaware corporation (the “Delaware Corporation”), to a Nevada corporation (the “Nevada Corporation”), pursuant to the terms of the General Corporation Law of the State of Del

Bylaws of Jade Biosciences, Inc., effective April 28, 2025 (incorporated by reference to Exhibit 3.5 to the Registrant’s Current Report on Form 8-K (File No. 001-40544) filed with the SEC on May 1, 2025).

Exhibit 3.5 BYLAWS OF JADE BIOSCIENCES, INC. (a Nevada corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Jade Biosciences, Inc., a Nevada corporation (the “Corporation”), shall be the street address of the Corporation’s registered agent in the State of Nevada, as determined from time to time by the Corporation’s board of directors (the “Board of Direc

Articles of Incorporation of Jade Biosciences, Inc., effective April 28, 2025 (incorporated by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K (File No. 001-40544) filed with the SEC on May 1, 2025).

Exhibit 3.4 ARTICLES OF INCORPORATION OF JADE BIOSCIENCES, INC. ARTICLE I NAME OF CORPORATION The name of the corporation is Jade Biosciences, Inc. (the “Corporation”). The Corporation is the resulting entity in the conversion of Aerovate Therapeutics, Inc., a Delaware corporation, into a Nevada corporation and is a continuation of the existence thereof pursuant to Chapter 92A of the Nevada Revise

Separation Agreement and Release, by and between Aerovate Therapeutics, Inc. and Timothy Noyes, dated as of April 18, 2025.

Exhibit 10.8 930 Winter Street, Suite M-500 Waltham, MA 02451 April 18, 2025 PERSONAL AND CONFIDENTIAL Timothy Noyes Re: Separation Agreement Dear Timothy: This letter confirms your separation from employment with Aerovate Therapeutics, Inc. (the “Company”) which will be effective on the Closing Date (as defined in the Merger Agreement, as defined below) (the “Separation Date”). This letter also p

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Aerovate, effective April 28, 2025 (Name Change).

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEROVATE THERAPEUTICS, INC. Aerovate Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The current name of the Corporation is Aerovate Therapeutics, Inc. 2. The amendment set forth in this Certificate of Amend

Form of Pre-Funded Warrant.

Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [•] (subject to adjustment) Warrant No. [•] Original Issue Date: April 28, 2025 Jade Biosciences, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is ent

Letter from KPMG LLP, dated May 1, 2025.

Exhibit 16.1 (Firm Letterhead) May 1, 2025 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Aerovate Therapeutics, Inc. and, under the date of February 24, 2025, we reported on the consolidated financial statements of Aerovate Therapeutics, Inc. as of and for the years ended December 31, 2024 and 2023. On April 28, 2025, w

Amended and Restated Employment Agreement, between Jade Biosciences, Inc. and Jonathan Quick, dated as of April 28, 2025.

Exhibit 10.15 April 28, 2025 Jonathan Quick Re: Amended and Restated Employment Agreement Dear Jonathan: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you continued position as Senior Vice President, Finance of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”). This Agreement will amend and restate the August 29, 2024 letter agreement be

Page 1

Exhibit 99.1 Jade Biosciences Completes Closing of Merger with Aerovate Therapeutics and Previously Announced Private Placement of Approximately $300 Million Company is advancing portfolio of novel therapies that aim to redefine the standard of care for patients with autoimmune diseases Lead candidate JADE-001 on track to enter the clinic in second half of 2025, with initial data expected in first

First Amendment to Jade Biosciences, Inc. 2024 Equity Incentive Plan, (incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K, filed with the Commission on May 1, 2025).

Exhibit 10.7 FIRST AMENDMENT TO THE JADE BIOSCIENCES, INC. 2024 EQUITY INCENTIVE PLAN WHEREAS, Jade Biosciences, Inc., a Delaware corporation (the “Company”), maintains the Jade Biosciences, Inc. 2024 Equity Incentive Plan, as amended and restated (the “Plan”); and WHEREAS, pursuant to Section 10(d) of the Plan, the Board may amend the Plan at any time. NOW, THEREFORE, pursuant to its authority un

Disclaimers Forward Looking Statements Certain statements in this presentation, other than purely historical information, may constitute forward-looking statements within the meaning of the federal securities laws, including for purposes of the safe

Exhibit 99.1 Company Overview April 2025 NASDAQ: JBIO Disclaimers Forward Looking Statements Certain statements in this presentation, other than purely historical information, may constitute forward-looking statements within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-look

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 Aerovate Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction (Commission (I.R.S. Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2025 AEROVATE THERAPEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2025 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction of Incorporation) (Commiss

Aerovate Therapeutics Stockholders Approve Proposed Merger with Jade Biosciences and All Related Proposals —Aerovate Board of Directors approves 1-for-35 reverse stock split—

Exhibit 99.1 Aerovate Therapeutics Stockholders Approve Proposed Merger with Jade Biosciences and All Related Proposals —Aerovate Board of Directors approves 1-for-35 reverse stock split— WALTHAM, Mass., April 21, 2025 /PRNewswire/ - Aerovate Therapeutics, Inc. (Nasdaq: AVTE) (“Aerovate”) today announced that its stockholders have approved the proposed merger (the “Merger”) with Jade Biosciences,

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: April 9, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2024, by and among Aerovate Therapeutics, Inc., an Delaware corporation (

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 AEROVATE THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction of Incorporation) (Commissi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction of Incorporation) (Commissi

Aerovate Therapeutics Declares Special Cash Dividend in Connection with the Proposed Merger with Jade Biosciences Aggregate cash dividend of $69.6 million, or an estimated $2.40 per share

Exhibit 99.1 Aerovate Therapeutics Declares Special Cash Dividend in Connection with the Proposed Merger with Jade Biosciences Aggregate cash dividend of $69.6 million, or an estimated $2.40 per share Waltham, MA, April 9, 2025 – Aerovate Therapeutics, Inc. (Nasdaq: AVTE) (“Aerovate”) today announced that its Board of Directors has declared a special cash dividend (the “Cash Dividend”) in connecti

Aerovate Therapeutics Declares Special Cash Dividend in Connection with the Proposed Merger with Jade Biosciences Aggregate cash dividend of $69.6 million, or an estimated $2.40 per share

Exhibit 99.1 Aerovate Therapeutics Declares Special Cash Dividend in Connection with the Proposed Merger with Jade Biosciences Aggregate cash dividend of $69.6 million, or an estimated $2.40 per share Waltham, MA, April 9, 2025 – Aerovate Therapeutics, Inc. (Nasdaq: AVTE) (“Aerovate”) today announced that its Board of Directors has declared a special cash dividend (the “Cash Dividend”) in connecti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 AEROVATE THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction of Incorporation) (Commissi

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: April 7, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2024, by and among Aerovate Therapeutics, Inc., an Delaware corporation (

Aerovate Therapeutics Announces Range of Expected Cash Dividend in Connection with the Proposed Merger with Jade Biosciences Cash dividend expected to be in the range of $67.6 – 69.6 million

Exhibit 99.1 Aerovate Therapeutics Announces Range of Expected Cash Dividend in Connection with the Proposed Merger with Jade Biosciences Cash dividend expected to be in the range of $67.6 – 69.6 million Waltham, MA, April 7, 2025 – Aerovate Therapeutics, Inc. (Nasdaq: AVTE) (“Aerovate”) today announced that, in connection with its previously announced merger (the “Merger”) with Jade Biosciences,

Aerovate Therapeutics Announces Range of Expected Cash Dividend in Connection with the Proposed Merger with Jade Biosciences Cash dividend expected to be in the range of $67.6 – 69.6 million

Exhibit 99.1 Aerovate Therapeutics Announces Range of Expected Cash Dividend in Connection with the Proposed Merger with Jade Biosciences Cash dividend expected to be in the range of $67.6 – 69.6 million Waltham, MA, April 7, 2025 – Aerovate Therapeutics, Inc. (Nasdaq: AVTE) (“Aerovate”) today announced that, in connection with its previously announced merger (the “Merger”) with Jade Biosciences,

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction (Commission (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 AEROVATE THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction (Commission (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: March 26, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of O

PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-283562 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Aerovate Therapeutics, Inc. and Jade Biosciences, Inc., Aerovate Therapeutics, Inc., a Delaware corporation (“Aerovate”) and Jade Biosciences, Inc., a Delaware corporation (“Jade”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) o

ARS

PROPOSEDMERGER YOURVOTEISVERYIMPORTANT TotheStockholders of Aerovate Therapeutics,Inc.

REDACTED EXHIBIT

March 25, 2025 Timothy Noyes Chief Executive Officer Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451 Re: Aerovate Therapeutics, Inc. Amendment No. 4 to Registration Statement on Form S-4 Exhibit Nos. 10.16, 10.17, 10.18, 10.19 and 10.20 Filed March 24, 2025 File No. 333-283562 Dear Timothy Noyes: We have concluded our assessment of your redacted exhibits for compliance

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Goodwin Procter llp The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.

As filed with the Securities and Exchange Commission on March 24, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND PROVIDED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY AEROVATE THERAPEUTICS, INC. WITH RESPECT TO THE OMITTED PORTIONS. OMI

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND PROVIDED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION.

Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451

Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451 March 24, 2025 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Attention: Ms. Jessica Dickerson Mr. Chris Edwards Ms. Tara Harkins Ms. Sasha Parikh Re: Aerovate Therapeutics, Inc. Acceleration Request for Registration Statement

LETTER

March 21, 2025 Timothy Noyes Chief Executive Officer Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451 Re: Aerovate Therapeutics, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed March 14, 2025 File No. 333-283562 Dear Timothy Noyes: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amend

Form of Indemnification Agreement for directors and executive officers.

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of , 20, by and between Jade Biosciences, Inc., a Nevada corporation (the “Company”), and (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company. RECITALS WHEREAS, the Board of Directors

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Goodwin Procter llp The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.

As filed with the Securities and Exchange Commission on March 14, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 14, 2025 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) AEROVATE THERAPEUTICS, INC.

LETTER

March 11, 2025 Timothy Noyes Chief Executive Officer Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451 Re: Aerovate Therapeutics, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed February 24, 2025 File No. 333-283562 Dear Timothy Noyes: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by a

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: March 3, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of Oc

Amended and Restated Biologics Master Services Agreement, effective February 3, 2025, by and between WuXi Biologics (Hong Kong) Limited and Jade Biosciences, Inc.

Exhibit 10.18 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED BIOLOGICS MASTER SERVICES AGREEMENT This Biologics Master Services Agreement (this “Agreement”) is dated and effective as of February 3, 2025 (the “Effe

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Goodwin Procter llp The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.

Form of Pre-funded Warrant.

Exhibit 4.4 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [●] (subject to adjustment) Warrant No. [●] Original Issue Date: [●], 2025 [Jamaica] Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”), is entitled, subjec

As filed with the Securities and Exchange Commission on February 24, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 24, 2025 Registration No.

Amended and Restated Cell Line License Agreement, effective February 3, 2025, by and between WuXi Biologics Ireland Limited and Jade Biosciences, Inc.

Exhibit 10.20 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED CELL LINE LICENSE AGREEMENT This Amended and Restated Cell Line License Agreement (“Agreement”), effective as of February 3, 2025 (“EFFECTIVE DATE”), is

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) AEROVATE THERAPEUTICS, INC.

LETTER

February 18, 2025 Timothy Noyes Chief Executive Officer Aerovate Therapeutics, Inc.

REDACTED EXHIBIT

February 18, 2025 Timothy Noyes Chief Executive Officer Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: February 10, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as o

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: February 4, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: January 24, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of

As filed with the Securities and Exchange Commission on January 22, 2025

Table of Contents As filed with the Securities and Exchange Commission on January 22, 2025 Registration No.

Offer Letter between Jade Biosciences Canada, ULC and Tom Frohlich, dated as of December 31, 2024.

Exhibit 10.11 December 31, 2024 Tom Frohlich Email – [email protected] Re: Offer of Employment Dear Tom: On behalf of Jade Biosciences Canada, ULC (the “Company”), I am very pleased to offer you continued employment directly with the Company in the position as Chief Executive Officer of the Company and its parent company, Jade Biosciences, Inc. (“JadeUS”) (“CEO”) and the opportunity to serve as

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: January 13, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of

Biologics Master Services Agreement, effective July 10, 2024, by and between WuXi Biologics (Hong Kong) Limited) and Jade Biosciences, Inc.

Exhibit 10.18 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOLOGICS MASTER SERVICES AGREEMENT This Biologics Master Services Agreement (this “Agreement”) is dated and effective as of July 3, 2024 (the “Effective Date”) and is betwe

Form of Restricted Stock Purchase Agreement.

Exhibit 10.10 JADE BIOSCIENCES, INC. RESTRICTED STOCK NOTICE Jade Biosciences, Inc., a Delaware corporation (the “Company”), hereby grants to Purchaser (as defined below) the number of Shares (as defined below) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) set forth below, upon the terms and subject to the conditions set forth in the Restricted Stock Purchase Agre

Cell Line License Agreement, effective October 22, 2024, by and between WuXi Biologics Ireland Limited and Jade Biosciences, Inc.

Exhibit 10.20 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CELL LINE LICENSE AGREEMENT This Cell Line License Agreement (“Agreement”), effective as of October 22, 2024 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biol

Offer Letter between Jade Biosciences, Inc. and Hetal Kocinsky, dated as of September 3, 2024.

Exhibit 10.14  September 3, 2024  Hetal Kocinsky  Re: Offer of Employment  Dear Hetal:  On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as Chief Medical Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.  Your employment with the Company in the R

Consent of Lawrence Klein to serve as a director of Aerovate Therapeutics, Inc., to be renamed Jade Biosciences, Inc.

Exhibit 99.4 Consent to be Named as a Director Aerovate Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement an

Antibody Discovery and Option agreement, dated July 24, 2024, by and between Paragon Therapeutics, Inc., Parade Biosciences Holding, LLC and Jade Biosciences, Inc.

Exhibit 10.16  [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.  ANTIBODY DISCOVERY AND OPTION AGREEMENT  THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of July 24, 2024 (the “Effective Date”

Offer Letter between Jade Biosciences, Inc. and Tom Frohlich, dated as of August 20, 2024.

Exhibit 10.11 August 20, 2024 Tom Frohlich Re: Offer of Employment Dear Tom: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as Chief Executive Officer of the Company (“CEO”) and a member of the Company’s Board of Directors (the “Board”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature

Bylaws of Jade Biosciences, Inc., as currently in effect.

Exhibit 3.3 Final JADE BIOSCIENCES, INC. BYLAWS Adopted June 18, 2024 ARTICLE I STOCKHOLDERS Section 1.              Annual Meeting.  An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board

Consent of Tom Frohlich to serve as a director of Aerovate Therapeutics, Inc., to be renamed Jade Biosciences, Inc.

Exhibit 99.5 Consent to be Named as a Director Aerovate Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement an

Jade Biosciences, Inc. Amended and Restated 2024 Equity Incentive Plan and the Form of Stock Option Agreement thereunder.

Exhibit 10.7 JADE BIOSCIENCES, INC. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this 2024 Equity Incentive Plan (the “Plan”) of Jade Biosciences, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company a

Offer Letter between Jade Biosciences, Inc. and Jonathan Quick, dated as of August 29, 2024.

Exhibit 10.12 August 29, 2024 Jonathan Quick Re: Offer of Employment Dear Jonathan: On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as Senior Vice President, Finance of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below. Your employment with the Company in t

APRIL License Agreement, dated October 30, 2024, by and between Paragon Therapeutics, Inc. and Jade Biosciences, Inc.

Exhibit 10.19 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Confidential Execution Copy LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of October 30, 2024 (the “Effective Date”), by and betwee

Certificate of Incorporation of Jade Biosciences, Inc., as currently in effect.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF JADE BIOSCIENCES, INC. ARTICLE I NAME OF CORPORATION  The name of this corporation (the “Corporation”) is Jade Biosciences, Inc.  ARTICLE II REGISTERED OFFICE  The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Company, 1209 Orange Street, in the city of Wilmington, New Castle County, Delaware 19801. The

Consent of Chris Cain to serve as a director of Aerovate Therapeutics, Inc., to be renamed Jade Biosciences, Inc.

Exhibit 99.3 Consent to be Named as a Director Aerovate Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement an

Consent of Tomas Kiselak to serve as a director of Aerovate Therapeutics, Inc., to be renamed Jade Biosciences, Inc.

Exhibit 99.2 Consent to be Named as a Director Aerovate Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement an

Consent of Eric Dobmeier to serve as a director of Aerovate Therapeutics, Inc., to be renamed Jade Biosciences, Inc.

Exhibit 99.1 Consent to be Named as a Director Aerovate Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement an

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) AEROVATE THERAPEUTICS, INC.

Amendment No. 1 to Antibody Discovery and Option Agreement, dated as of September 27, 2024.

Exhibit 10.17 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 1 TO ANTIBODY DISCOVERY AND OPTION AGREEMENT THIS AMENDMENT NO. 1 TO ANTIBODY DISCOVERY AND OPTION AGREEMENT (this “Amendment”) is entered into and effective a

Offer Letter between Jade Biosciences, Inc. and Elizabeth Balta, dated as of October 21, 2024.

Exhibit 10.15  October 16, 2024  Elizabeth Balta  Re: Offer of Employment  Dear Elizabeth:  On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as General Counsel and Corporate Secretary of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.  Your employment wit

Consent of Erin Lavelle to serve as a director of Aerovate Therapeutics, Inc., to be renamed Jade Biosciences, Inc.

Exhibit 99.6 Consent to be Named as a Director Aerovate Therapeutics, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement an

Offer Letter between Jade Biosciences, Inc. and Andrew King, dated as of July 31, 2024.

Exhibit 10.13  July 31, 2024  Andrew King  Re: Offer of Employment  Dear Andrew:  On behalf of Jade Biosciences, Inc. (the “Company”), I am very pleased to offer you a position as Chief Scientific Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.  Your employment with the Company in the Role

As filed with the Securities and Exchange Commission on December 2, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 2, 2024 Registration No.

Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451

Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451 November 25, 2024 Via EDGAR Transmission Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Aerovate Therapeutics, Inc. - Request for Withdrawal of Registration Statement on Form S-3 (File No. 333-280094) Ladies and Gentlemen: Pursuant to Rule 477 promulgated un

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: November 18, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as o

AVTE / Aerovate Therapeutics, Inc. / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment

SC 13G/A 1 tm2426483d4sc13ga.htm SC 13G/A SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 3)* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 008064107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Separation and Release Agreement, dated as of August 15, 2024, by and between Aerovate Therapeutics, Inc. and Timothy Pigot (incorporated by reference to Exhibit 10.1 to Aerovate Therapeutics, Inc.’s Quarterly Report on Form 10-Q (File No. 001-40544) filed with the SEC on November 12, 2024).

Exhibit 10.1 930 Winter Street, Suite M-500 Waltham, MA 02451 August 15, 2024 PERSONAL AND CONFIDENTIAL Timothy Pigot Re:Separation Agreement Dear Tim: This letter confirms your separation from employment with Aerovate Therapeutics, Inc. (the “Company”) effective August 15, 2024 (the “Separation Date”) due to a restructuring. This letter also proposes an agreement between you and the Company. Firs

Form of Jade Support Agreement

Exhibit 10.2 FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of the Company. Capitalized terms

Form of Aerovate Support Agreement

Exhibit 10.1 FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of Parent. Capitalized terms used

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: October 31, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: October 31, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of

Aerovate Therapeutics and Jade Biosciences Announce Merger Agreement

Exhibit 99.1 Aerovate Therapeutics and Jade Biosciences Announce Merger Agreement Merger to create a company focused on advancing Jade Biosciences’ portfolio of novel therapies that aim to redefine the standard of care for patients with autoimmune diseases Jade Biosciences, the fourth company founded on assets licensed from Paragon Therapeutics, expects to initiate a clinical trial for JADE-001 in

Aerovate Therapeutics and Jade Biosciences Announce Merger Agreement

Exhibit 99.1 Aerovate Therapeutics and Jade Biosciences Announce Merger Agreement Merger to create a company focused on advancing Jade Biosciences’ portfolio of novel therapies that aim to redefine the standard of care for patients with autoimmune diseases Jade Biosciences, the fourth company founded on assets licensed from Paragon Therapeutics, expects to initiate a clinical trial for JADE-001 in

Form of Jade Support Agreement

Exhibit 10.2 FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of the Company. Capitalized terms

Form of Aerovate Support Agreement

Exhibit 10.1 FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of Parent. Capitalized terms used

October 2024 Corporate Presentation

Exhibit 99.2 October 2024 Corporate Presentation 2 This presentation is for informational purposes only and only a summary of certain information related to Jade Biosciences, I nc. (the “Company”). It does not purport to be complete and does not contain all information that an investor may need to consider in making an investment decision. The information contained herein does not co nstitute inve

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction of Incorporation) (Commi

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: October 31, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of

Agreement and Plan of Merger, dated as of October 30, 2024, by and among Aerovate Therapeutics, Inc., Caribbean Merger Sub I, Inc., Caribbean Merger Sub II, LLC and Jade Biosciences, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AEROVATE THERAPEUTICS, INC., CARIBBEAN MERGER SUB I, INC. CARIBBEAN MERGER SUB II, LLC and JADE BIOSCIENCES, INC. Dated as of October 30, 2024 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 4 Section 1.1 Certain Definitions 4 Section 1.2 Interpretation 11 Section 1.3 Currency 11 Article II THE MERGER 11 Section 2.1 Formation of

Agreement and Plan of Merger, dated as of October 30, 2024, by and among Aerovate Therapeutics, Inc., Caribbean Merger Sub I, Inc., Caribbean Merger Sub II, LLC and Jade Biosciences, Inc. (incorporated by reference to Exhibit 2.1 to Aerovate Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-40544) filed with the SEC on October 31, 2024).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AEROVATE THERAPEUTICS, INC., CARIBBEAN MERGER SUB I, INC. CARIBBEAN MERGER SUB II, LLC and JADE BIOSCIENCES, INC. Dated as of October 30, 2024 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 4 Section 1.1 Certain Definitions 4 Section 1.2 Interpretation 11 Section 1.3 Currency 11 Article II THE MERGER 11 Section 2.1 Formation of

Form of Securities Purchase Agreement

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t

Form of Securities Purchase Agreement

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 30, 2024, by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t

Form of Lock-Up Agreement

Exhibit 10.3 FORM OF LOCK-UP AGREEMENT October 30, 2024 Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of October 30, 2024 (as t

Form of Lock-Up Agreement

Exhibit 10.3 FORM OF LOCK-UP AGREEMENT October 30, 2024 Aerovate Therapeutics, Inc. 930 Winter Street, Suite M-500 Waltham, MA 02451 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that Aerovate Therapeutics, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of October 30, 2024 (as t

Form of Registration Rights Agreement

Exhibit 10.5 Final Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2025, is entered into by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (the “Parent”), and the several investors signatory hereto (individually as an “Investor” and collectively together with th

October 2024 Corporate Presentation

Exhibit 99.2 October 2024 Corporate Presentation 2 This presentation is for informational purposes only and only a summary of certain information related to Jade Biosciences, I nc. (the “Company”). It does not purport to be complete and does not contain all information that an investor may need to consider in making an investment decision. The information contained herein does not co nstitute inve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 AEROVATE THERAPE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 AEROVATE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40544 83-1377888 (State or Other Jurisdiction of Incorporation) (Commi

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to Aerovate Therapeutics, Inc.’s Current Report on Form 8-K (File No. 001-40544) filed with the SEC on October 31, 2024).

Exhibit 10.5 Final Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2025, is entered into by and among Jade Biosciences, Inc., a Delaware corporation (the “Company”), Aerovate Therapeutics, Inc., a Delaware corporation (the “Parent”), and the several investors signatory hereto (individually as an “Investor” and collectively together with th

Filed by Aerovate Therapeutics, Inc.

Filed by Aerovate Therapeutics, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Aerovate Therapeutics, Inc. Commission File No.: 001-40544 Date: October 31, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction (Commission (I.R.S. Empl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2024 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction (Commission (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction (Commission (I.R.S. Employer

Aerovate Therapeutics to Explore Strategic Alternatives

Exhibit 99.1 Aerovate Therapeutics to Explore Strategic Alternatives WALTHAM, Mass., July 8, 2024 - (GLOBE NEWSWIRE) - Aerovate Therapeutics, Inc. (Nasdaq: AVTE), which previously announced it was halting enrollment and shutting down the Phase 3 portion of the Inhaled iMatinib Pulmonary Arterial Hypertension Clinical Trial (IMPAHCT) as well as the long-term extension study, today announced that it

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction (Commis

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction (Commission (I.R.S. Employe

AVTE / Aerovate Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Aerovate Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 008064107 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: