M&A - Aerovate Therapeutics, Inc.

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465925033201

Filing Summary: On April 9, 2025, Aerovate Therapeutics, Inc. reported a significant update regarding its merger strategy, following its previously disclosed merger agreement with Jade Biosciences, Inc. The merger involves a two-part transaction where Caribbean Merger Sub I, Inc. will merge into Jade, with Jade continuing as a wholly owned subsidiary of Aerovate (the 'First Merger'). This will be followed by a second transaction where Jade will merge into Caribbean Merger Sub II, LLC, with Sub II becoming the surviving entity (the 'Second Merger'). Aerovate faces litigation from purported stockholders alleging negligent misrepresentation in the Form S-4 registration statement related to the merger, seeking either injunctive relief or damages. Despite these challenges, Aerovate asserts no further disclosures are required but plans to supplement disclosures to address claims made in the litigation. The company also highlights its strategic engagement with financial advisors for the merger and potential implications on stockholder value and business operations. The report emphasizes uncertainties regarding the timing and approval of the merger, in light of ongoing demand letters and complaints from stockholders, which could affect the merger's closing.

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Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000110465925033398

Filing Summary: On April 9, 2025, Aerovate Therapeutics, Inc. disclosed a special cash dividend in connection with its proposed merger with Jade Biosciences. The cash dividend amounts to $69.6 million, or approximately $2.40 per share, for stockholders of record as of April 25, 2025, with payment scheduled for April 29, 2025. This follows the October 30, 2024, merger agreement where Caribbean Merger Sub I, Inc. will merge with Jade Biosciences, continuing as a subsidiary of Aerovate. The announcement indicates that the cash distribution is conditioned on the merger's closing, expected around April 28, 2025. Aerovate anticipates that the dividend will be characterized as a return of capital due to its lack of accumulated earnings and profits. Stockholders will vote on the merger at a special meeting scheduled for April 16, 2025.

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Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000110465925033410

Filing Summary: Aerovate Therapeutics, Inc. has filed with the SEC on April 9, 2025, relating to a proposed merger transaction under an Agreement and Plan of Merger established on October 30, 2024. The agreement includes Aerovate, Jade Biosciences, Inc., and two merger subsidiaries, Caribbean Merger Sub I, Inc. and Caribbean Merger Sub II, LLC. The first phase of the merger will see Merger Sub I merge into Jade, which will remain the surviving entity, while in the second phase, Jade will merge into Merger Sub II, making it a wholly owned subsidiary of Aerovate. The document also outlines the planned communication from Jade for April 2025 pertaining to company information, strategic directions, expectations on market opportunities, and the significance of the new drug candidates under development. Additionally, it highlights the unmet medical needs in treating autoimmune diseases, particularly IgAN, and discusses the potential of Jade's drug candidate, JADE-001, as a breakthrough therapy. The filing reflects terms that are contingent upon the fulfillment of specified conditions set forth in the merger agreement, which have not been detailed further in the document, along with relevant projections associated with the merger.

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Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465925033200

Filing Summary: Aerovate Therapeutics, Inc. filed Form 8-K including updates on a merger agreement with Jade Biosciences. On October 30, 2024, a Merger Agreement was established where Caribbean Merger Sub I, Inc., a wholly owned subsidiary of Aerovate, will merge with Jade, resulting in Jade becoming a subsidiary of Aerovate. Following this, Jade will merge into Caribbean Merger Sub II, LLC, another subsidiary of Aerovate. Multiple complaints have been filed by purported stockholders claiming negligent misrepresentation regarding the merger disclosures, seeking injunctive relief and damages. Aerovate has decided to supplement certain disclosures in the Form S-4 related to the merger to address these demands, while denying any legal merit to the claims made in the complaints. Aerovate’s management considered a potential reverse merger beneficial compared to liquidation, highlighting its strategic planning and financial advisory engagement with companies like Wedbush and Lucid for the transaction's advisement.

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Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000110465925033397

Filing Summary: On April 9, 2025, Aerovate Therapeutics, Inc. declared a special cash dividend of $69.6 million, translating to approximately $2.40 per share, contingent upon the approval of a proposed merger with Jade Biosciences. This declaration corresponds with an Agreement and Plan of Merger entered on October 30, 2024, where Caribbean Merger Sub I, Inc. will merge with Jade Biosciences, and subsequently, Jade will merge with Caribbean Merger Sub II, LLC. The cash dividend is payable to stockholders of record as of April 25, 2025, with an anticipated payment date of April 29, 2025. The dividend is characterized as a return of capital due to the lack of current earnings and profits. The closing of the merger and consequently the dividend payment, is expected by April 28, 2025, subject to stockholder approval on April 16, 2025. Forward-looking statements regarding the timing of the merger and conditions are included, emphasizing potential risks and uncertainties surrounding the transaction.

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Form Type: 10-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000155837025003750

Filing Summary: Aerovate Therapeutics, Inc. filed this 10-K to report on its fiscal year ended December 31, 2024. The company is focused on the proposed merger with Jade Biosciences, Inc., which involves a multi-step transaction where Merger Sub I merges with Jade, and then Jade merges with Merger Sub II, with the aim of qualifying as a tax-free reorganization. There is a planned cash dividend of approximately $65 million for Aerovate's pre-merger stockholders, contingent upon the merger's closing. The document outlines that if the merger fails, the company may face a dissolution and liquidation, impacting stockholder returns. Significant operating losses have been reported, and the company has halted development of its sole product candidate, AV-101, in a strategic shift to maximize shareholder value through this merger and associated financial maneuvers. There is a heavy focus on risk factors associated with the merger completion, potential operational and financial ramifications, and the impact of external economic conditions on their operations. The company has also undergone major workforce reductions as part of its restructuring plan, resulting in approximately 92% of its workforce being terminated. The report emphasizes the ongoing financial challenges and the uncertain commercial prospects ahead.

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Form Type: S-4/A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925026998

Filing Summary: Aerovate Therapeutics, Inc. and Jade Biosciences, Inc. have entered into a Merger Agreement whereby Caribbean Merger Sub I, Inc. will merge with and into Jade, resulting in Jade becoming a wholly owned subsidiary of Aerovate. Following this, Jade will merge with Caribbean Merger Sub II, LLC, with Merger Sub II as the surviving entity. This merger, termed the First and Second Merger, involves a proposed exchange ratio where each Jade common stock will convert into approximately 22.0844 shares of Aerovate common stock, and Jade Preferred Stock will convert into Aerovate Series A Non-Voting Convertible Preferred Stock at a defined ratio. Conditions for the merger's completion include necessary approvals and a special meeting scheduled for April 16, 2025, for shareholder votes on proposals including stock issuance and reverse stock splits, essential for finalizing the merger process. Post-merger, Aerovate will be renamed Jade Biosciences, Inc. and will trade under the new ticker JBIO. The document emphasizes the importance of shareholder consent and the significant restructuring of equity ownership post-merger, particularly highlighting that Aerovate securityholders will own approximately 1.4% of the combined company’s shares while former Jade securityholders will hold about 40%. Furthermore, it includes provisions regarding a cash dividend tied to the merger's closing, totaling an estimated $65 million, alongside amendments to corporate structure and governance.

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Form Type: 425

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925019830

Filing Summary: Aerovate Therapeutics, Inc. has filed a communication regarding a proposed transaction related to a merger agreement dated October 30, 2024, involving Aerovate, Jade Biosciences, Inc., and their subsidiaries. The transaction will consist of two parts: (1) Merger Sub I, a subsidiary of Aerovate, will merge with Jade with Jade surviving, and (2) Jade will subsequently merge into Merger Sub II, another subsidiary of Aerovate, which will continue as a subsidiary of Aerovate. The document includes forward-looking statements about the proposed transactions, including expectations regarding investment amounts, ownership structure, and the anticipated closing date. Risks associated with the merger include possible failure to obtain stockholder approval, potential delays, and uncertainties regarding the listing of the combined company on Nasdaq. Aerovate advises investors to read related documents carefully when available, as they contain important information regarding the merger.

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Form Type: S-4/A

Filing Date: 2025-02-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925016402

Filing Summary: Aerovate Therapeutics, Inc. is progressing with the proposed merger with Jade Biosciences, Inc. under an Agreement and Plan of Merger dated October 30, 2024. This merger involves two main components: the first being the merger of Caribbean Merger Sub I, Inc. into Jade, making Jade a wholly owned subsidiary of Aerovate, and the second being the merger of Jade into Caribbean Merger Sub II, LLC. The plan specifies the exchange ratio for Jade's common and preferred stock into Aerovate's shares, along with the treatment of stock options and warrants. The document highlights the expected ownership distribution after the merger, noting that former Jade securityholders will hold approximately 34% of the outstanding shares of the combined company, while shares from the Jade Pre-Closing Financing will constitute about 64.4%. A special meeting for Aerovate stockholders is set to obtain necessary approvals, including a reverse stock split and amendments to the certificate of incorporation. The stockholders have candidates lined up for the board and accounting firm. Aerovate plans to list the combined company's shares as Jade Biosciences, Inc. on Nasdaq under the new symbol 'JBIO'.

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Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925010955

Filing Summary: Aerovate Therapeutics, Inc. filed a form 425 on February 10, 2025, concerning a proposed transaction under a Merger Agreement signed on October 30, 2024. The filing details the merger between Aerovate and Jade Biosciences, Inc., including the first merger where Merger Sub I will merge with Jade, with Jade as the surviving corporation. Following that, Jade will merge with Merger Sub II, making it a subsidiary of Aerovate. The filing emphasizes the planned structure of the merged entity and related investment aspects. It provides forward-looking statements about the anticipated effects and potential benefits of the merger, including investment expectations, ownership structure post-merger, and stock trading plans under the ticker symbol 'JBIO'. The risks associated with the merger include the need for stockholder approvals and various uncertainties that might impact the closing of the transaction. The communication reiterates that it is not a definitive solicitation or offer regarding the securities of either company, advising stakeholders to review additional documents that may be filed with the SEC for comprehensive details about the proposed transactions.

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Form Type: 425

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925009195

Filing Summary: This filing is related to the proposed merger transaction between Aerovate Therapeutics, Inc. and Jade Biosciences, Inc. as per the Agreement and Plan of Merger dated October 30, 2024. The proposed transaction involves two mergers: first, Caribbean Merger Sub I will merge with and into Jade, resulting in Jade as the surviving corporation, and second, Jade will merge with Caribbean Merger Sub II, which will continue as a wholly owned subsidiary of Aerovate. The communication outlines several forward-looking statements regarding the anticipated benefits, expected effects, and future expectations related to the merger; including potential investment amounts, cash dividends, ownership structure, and trading under the ticker symbol 'JBIO' post-transaction. It highlights various risks and uncertainties involved in consummating the merger, including stockholder approval, timing of the transaction, and regulatory approvals. Investors are urged to read relevant documents filed with the SEC, including a registration statement on Form S-4 that includes proxy statement/prospectus, carefully when they become available.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925006004

Filing Summary: This document is a filing by Aerovate Therapeutics, Inc. regarding a proposed transaction under the Agreement and Plan of Merger dated October 30, 2024. The transaction involves Aerovate merging with Jade Biosciences, Inc. through a two-step merger process. In the first step, Merger Sub I, a subsidiary of Aerovate, will merge with Jade, with Jade surviving. In the second step, Jade will merge with Merger Sub II, another subsidiary of Aerovate, which will also be the surviving entity. The filing outlines various forward-looking statements regarding expectations and potential impacts of the merger, including management’s beliefs about the future of the combined company, the ownership structure, stock trading under the symbol

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Form Type: S-4/A

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465925005084

Filing Summary: Aerovate Therapeutics, Inc. and Jade Biosciences, Inc. have entered into a Merger Agreement on October 30, 2024, involving two significant merger steps: Caribbean Merger Sub I, Inc., a wholly owned subsidiary of Aerovate, will merge with Jade, allowing Jade to continue as a subsidiary of Aerovate, and subsequently, Jade will merge with Caribbean Merger Sub II, LLC, another subsidiary of Aerovate. Each share of Jade common stock will be converted into a number of Aerovate shares based on a specific Exchange Ratio, with adjustments for preferred stocks and unvested shares. Aerovate will also assume Jade’s outstanding options, converting them to Aerovate’s stock options as necessary. Following the merger, Aerovate stockholders are expected to hold approximately 1.6% of the combined company, while former Jade stockholders will own about 34%, amid significant financing arrangements worth around $300 million pre-merger. The merged entity is planned to be renamed Jade Biosciences, Inc. and will trade under a new stock symbol on Nasdaq. The closing price of Aerovate shares before the announcement was $2.55.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925003092

Filing Summary: This filing announces the proposed merger of Aerovate Therapeutics, Inc. with Jade Biosciences, Inc., facilitated by the Agreement and Plan of Merger dated October 30, 2024. The merger will occur in two parts: the first where Caribbean Merger Sub I, Inc., a subsidiary of Aerovate, will merge with Jade, resulting in Jade as the surviving entity, and subsequently, Jade will merge into Caribbean Merger Sub II, LLC, another subsidiary of Aerovate, which will remain the wholly owned subsidiary of Aerovate post-merger. This transaction hinges on satisfaction or waiver of certain conditions outlined in the merger agreement. As part of this merger, a significant funding structure is indicated, involving a pre-closing financing round that includes a substantial cash dividend to be declared by Aerovate for its shareholders. Moreover, the estimated capitalization and share structure of the combined company post-merger indicates that Aerovate stockholders will retain a small percentage of the combined enterprise's ordinary shares, with Jade holders receiving a substantial majority. The filing also includes a presentation by Jade, detailing its strategic focus on developing therapies for autoimmune diseases, specifically highlighting a candidate under investigation, JADE-001, intended for IgA nephropathy treatment. The prospects and developments within the context of this merger indicate an optimistic approach towards establishing a robust therapeutic pipeline in the immunology landscape.

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