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Aerovate Therapeutics stockholders approve proposed merger with Jade Biosciences
Aerovate Therapeutics' stockholders have approved the proposed merger with Jade Biosciences, along with all proposals related to the Merger. The proposals were voted upon at Aerovate's special meeting of stockholders held on April 16, including a reverse stock split of Aerovate's common stock. On April 18, 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 Nasdaq on April 29, 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. 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. An aggregate Cash Dividend of $69.6M, or an estimated $2.40 per share, will be payable in cash to Aerovate's stockholders of record as of April 25 based on their holdings as of that date prior to the reverse stock split. 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.
Aerovate Therapeutics declares special cash dividend, estimated $2.40 per share
Aerovate Therapeutics announced that its Board of Directors has declared a special cash dividend in connection with the previously announced merger with Jade Biosciences, pursuant to the Agreement and Plan of Merger, dated October 30, 2024. The Cash Dividend will be an aggregate of $69.6M, or an estimated $2.40 per share, payable in cash to the stockholders of record as of April 25. The estimated per share dividend is based on 28,985,019 shares of Aerovate's common stock outstanding as of April 9. The payment date in respect of the Cash Dividend is scheduled for April 29. Aerovate does not have, and does not expect to have, current or accumulated earnings and profits as described in Section 312 of the Internal Revenue Code of 1986, as amended. Accordingly, the Cash Dividend is expected to be characterized as a return of capital and reported as a non-dividend distribution.
Aerovate Therapeutics sees $67.6M-$69.6M dividend in connection with Jade
Aerovate Therapeutics announced that, in connection with its previously announced merger with Jade Biosciences, it expects to declare a cash dividend to the pre-Merger Aerovate stockholders in the range of $67.6M-$69.6M in the aggregate. This expected dividend range is based on Aerovate's estimated net cash immediately prior to the closing of the Merger. As of April 4, 28,985,019 shares of Aerovate's common stock are outstanding. Official declaration of the Cash Dividend is subject to approval of the Aerovate board of directors and is expected to be announced later this month. Following approval, the Cash Dividend will be paid in connection with the closing. The closing remains subject to approval of Aerovate's stockholders and other closing conditions. Aerovate's stockholders will consider and vote upon approval of the Merger at the special meeting of Aerovate stockholders scheduled for 9:00 a.m. ET on April 16. The parties expect the closing to occur no later than April 30.
Aerovate Therapeutics, Jade Biosciences enter merger agreement
Aerovate Therapeutics and Jade Biosciences announced that they have entered into a definitive merger agreement for an all-stock transaction. The resulting entity will focus on advancing Jade's portfolio of novel biologics, including JADE-001, a promising anti-APRIL monoclonal antibody for IgA nephropathy. Upon completion of the merger, the combined company plans to operate under the name Jade Biosciences and trade on Nasdaq under the ticker symbol "JBIO." In support of the merger, Jade has secured commitments for an oversubscribed private investment that is expected to result in total gross proceeds of approximately $300 million from a syndicate of healthcare investors led by Fairmount, Venrock Healthcare Capital Partners, and a large investment firm, with participation from Deep Track Capital, Braidwell LP, Driehaus Capital Management, Frazier Life Sciences, RA Capital Management, Great Point Partners, Soleus Capital, Avidity Partners, Blackstone Multi-Asset Investing, Logos Capital, Deerfield Management, OrbiMed, and Samsara BioCapital, among other leading investment management firms. The financing includes common stock and pre-funded warrants to purchase additional shares of common stock and reflects the conversion of the previously issued $95 million convertible notes. The financing is expected to close immediately prior to completion of the merger, with the combined company's cash balance at closing anticipated to fund Jade's operations through 2027 and advance JADE-001 to initial clinical proof-of-concept. Prior to closing, Aerovate expects to declare a cash dividend to pre-merger Aerovate stockholders, distributing excess net cash expected to be approximately $65 million. Jade's focus is to develop transformational, disease modifying therapies targeting inflammation and immunology-related diseases. The company's lead program, JADE-001, is a potential best-in-class antibody designed to block the APRIL protein, which plays a key role in the development of IgAN, a chronic kidney disease resulting from IgA-mediated inflammation and damage that can impair kidney function over time. By targeting the underlying pathogenesis of IgAN, JADE-001 aims to reduce IgA levels, lower protein levels in the urine, and preserve long-term kidney function. JADE-001 is anticipated to enter the clinic in the second half of 2025, with initial data expected in the first half of 2026. In addition, Jade has initiated preclinical development of JADE-002 and JADE-003, two undisclosed optimized antibody programs. Under the terms of the merger agreement, pre-merger Aerovate stockholders are expected to own approximately 1.6% of the combined company, while pre-merger Jade stockholders - including those investors participating in the pre-closing financing - are expected to own approximately 98.4% of the combined entity. Aerovate is not expected to contribute funds to the new entity and expects to pay a dividend of approximately $65 million to pre-merger Aerovate stockholders immediately prior to the closing of the merger. The transaction has received approval by the Boards of Directors of both companies and is expected to close in the first half of 2025, subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, approval by the stockholders of both companies, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the merger. The combined company will be named Jade Biosciences and will be led by Tom Frohlich, Jade's current CEO. Jade's existing Board of Directors will remain in place, chaired by Eric Dobmeier, former President and CEO of Chinook Therapeutics and current Venture Partner at Samsara BioCapital. Board members include Lawrence Klein, Ph.D., CEO of Oruka Therapeutics; Erin Lavelle, former COO and CFO at ProfoundBio and Eliem Therapeutics; Chris Cain, Ph.D., Director of Research at Fairmount and Tomas Kiselak, Managing Member at Fairmount.
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