Full Press Release Details
Aerovate Therapeutics
Stockholders Approve Proposed Merger with Jade Biosciences and All Related Proposals
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, Inc. ("Jade"), along with all proposals related
to the Merger. The proposals were voted upon at Aerovate's special meeting of stockholders held on April 16, 2025 (the "Special
Meeting"), including a reverse stock split of Aerovate's common stock to be effected at the discretion of the Board of Directors
(the "Board") within the parameters approved by Aerovate's stockholders.
On April 18, 2025, the Board approved
a final reverse stock split of Aerovate's common stock at a ratio of 1-for-35 in connection with the anticipated closing of the
Merger. Following the Merger, the combined company's common stock is expected to begin trading on a post-reverse stock split basis
on The Nasdaq Capital Market ("Nasdaq") on April 29, 2025, under the new name "Jade Biosciences, Inc.",
ticker symbol "JBIO", CUSIP number 008064206 and ISIN number US0080642061.
The reverse stock split is expected
to reduce the number of Aerovate's outstanding common stock from approximately 30.0 million shares to approximately 0.8 million
shares. The number of shares of Aerovate's authorized common stock will not be affected by the reverse stock split. At the Special
Meeting, Aerovate's stockholders approved an increase in the number of shares of Aerovate's authorized common stock from
150,000,000 shares to 300,000,000 shares in connection with the anticipated closing of the Merger. No fractional shares will be issued
if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of
shares of Aerovate common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder
will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction
of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq
Stock Market LLC on April 28, 2025.
As a result of the reverse stock split,
proportionate adjustments will be made to the exercise prices and number of shares of Aerovate's common stock underlying Aerovate's
outstanding equity awards. There will be no change to the par value per share.
The previously announced special cash
dividend (the "Cash Dividend") will not be affected by the reverse stock split. An aggregate Cash Dividend of $69.6 million,
or an estimated $2.40 per share, will be payable in cash to Aerovate's stockholders of record as of April 25, 2025 based on
their holdings as of that date prior to the reverse stock split. The estimated per share dividend is based on 28,985,019 shares of Aerovate's
common stock outstanding as of April 18, 2025.
Following the closing of the Merger,
Jade Biosciences' total issued and outstanding common stock is expected to be approximately 32.2 million shares, or approximately
60.6 million shares on a fully-diluted basis.
About Aerovate Therapeutics, Inc.
Aerovate Therapeutics is a biotechnology
company that was focused on improving the lives of patients with rare cardiopulmonary disease. For more information, please visit www.aerovatetx.com.
About Jade Biosciences, Inc.
Jade Biosciences is focused on developing
best-in-class therapies to address critical unmet needs in autoimmune diseases. Its lead asset, JADE-001, targets the cytokine anti-A
PRoliferation-Inducing Ligand (APRIL) for immunoglobulin A (IgA) nephropathy, with Investigational New Drug Application-enabling studies
underway and initiation of a first-in-human trial expected in the second half of 2025. Jade's pipeline also includes two undisclosed
antibody discovery programs, JADE-002 and JADE-003, currently in preclinical development. Jade was launched based on assets licensed
from Paragon Therapeutics, an antibody discovery engine founded by Fairmount. For more information, visit www.JadeBiosciences.com and
follow the company on LinkedIn.
Forward-Looking Statements
Certain statements in this communication,
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,
concerning Aerovate, Jade, the proposed pre-closing financing and the proposed merger between Aerovate and Jade (collectively, the "Proposed
Transactions") and other matters. These forward-looking statements include, but are not limited to, expectations related to Aerovate's
payment of the Cash Dividend in connection with the Proposed Transactions, including anticipated amount and timing, the combined company's
listing on Nasdaq after closing of the proposed merger; the number of shares of Aerovate common stock that may be outstanding as a result
of the reverse stock split; expectations regarding the ownership structure of the combined company; and expectations related to anticipated
timing of the closing of the Proposed Transactions and satisfaction (or waiver) of closing conditions for the Proposed Transactions.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. The words "opportunity," "potential," "milestones,"
"pipeline," "can," "goal," "strategy," "target," "anticipate,"
"achieve," "believe," "contemplate," "continue," "could," "estimate,"
"expect," "intends," "may," "plan," "possible," "project," "should,"
"will," "would" and similar expressions (including the negatives of these terms or variations of them) may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no
assurance that future developments affecting Aerovate, Jade, the Proposed Transactions, the Cash Dividend or the reverse stock split
will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are
beyond Aerovate's control) or other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that
the conditions to the closing or consummation of the Proposed Transactions are not satisfied; the risk that the proposed pre-closing
financing is not completed in a timely manner or at all uncertainties as to the timing of the consummation of the Proposed Transactions
and the ability of each of Aerovate and Jade to consummate the transactions contemplated by the Proposed Transactions; risks related
to Aerovate's continued listing on Nasdaq until closing of the Proposed Transactions and the combined company's ability to
remain listed following the Proposed Transactions; risks related to Aerovate's and Jade's ability to correctly estimate their
respective operating expenses and expenses associated with the Proposed Transactions, as applicable, as well as uncertainties regarding
the impact any delay in the closing of any of the Proposed Transactions would have on the anticipated cash resources of the resulting
combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company's cash
resources; the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate
the Proposed Transactions; the occurrence of any event, change or other circumstance or condition that could give rise to the termination
of the business combination between Aerovate and Jade; costs related to the merger; as a result of adjustments to the exchange ratio,
Jade stockholders and Aerovate stockholders could own more or less of the combined company than is currently anticipated; the outcome
of any legal proceedings that may be instituted against Aerovate, Jade or any of their respective directors or officers related to the
merger agreement or the transactions contemplated thereby; unexpected costs, charges or expenses resulting from the Proposed Transactions;
potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Proposed Transactions;
the risk that Aerovate's stockholders receive more or less of the Cash Dividend than is currently anticipated; and those uncertainties
and factors more fully described in filings with the Securities and Exchange Commission (the "SEC"), including reports filed
on Form 10-K, 10-Q and 8-K, in other filings that Aerovate makes and will make with the SEC in connection with the proposed Merger,
including the proxy statement/prospectus included in Aerovate's S-4, as well as discussions of potential risks, uncertainties,
and other important factors included in other filings by Aerovate from time to time, any risk factors related to Aerovate or Jade made
available to you in connection with the Proposed Transactions, as well as risk factors associated with companies, such as Jade, that
operate in the biopharma industry. Should one or more of these risks or uncertainties materialize, or should any of Aerovate's
or Jade's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set
forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified
in their entirety by reference to the cautionary statements herein. Neither Aerovate nor Jade undertakes or accepts any duty to release
publicly any updates or revisions to any forward-looking statements. This communication does not purport to summarize all of the conditions,
risks and other attributes of an investment in Aerovate or Jade.
No Offer or Solicitation
This communication is not intended to
and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the Proposed