Statistiche di base
| CIK | 1798749 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Aerovate Therapeutics, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 13, 2025 |
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 |
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| August 13, 2025 |
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 |
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| August 13, 2025 |
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 |
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| August 13, 2025 |
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 |
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| August 13, 2025 |
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 |
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| August 13, 2025 |
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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| August 13, 2025 |
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 |
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| July 1, 2025 |
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 |
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| July 1, 2025 |
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 |
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| June 30, 2025 |
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 |
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| June 30, 2025 |
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. |
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| June 30, 2025 |
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 |
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| June 30, 2025 |
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 |
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| May 14, 2025 |
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- |
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| May 14, 2025 |
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 |
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| May 14, 2025 |
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 |
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| May 14, 2025 |
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 |
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| May 14, 2025 |
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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| 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 |
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| 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 |
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| May 1, 2025 |
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 |
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| May 1, 2025 |
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 |
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| 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 |
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| May 1, 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 |
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| May 1, 2025 |
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 |
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| May 1, 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 |
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| May 1, 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 |
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| May 1, 2025 |
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 |
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| May 1, 2025 |
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 |
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| May 1, 2025 |
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 |
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| May 1, 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 |
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| May 1, 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 |
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| May 1, 2025 |
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 |
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| May 1, 2025 |
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 |
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| May 1, 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 |
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| May 1, 2025 |
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 |
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| May 1, 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 |
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| May 1, 2025 |
List of Subsidiaries of Jade Biosciences, Inc. Exhibit 21.1 Subsidiary Country of Origin Jade Biosciences MA Security Corporation United States |
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| May 1, 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 |
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| May 1, 2025 |
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 |
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| 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 |
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| May 1, 2025 |
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 |
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| May 1, 2025 |
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 |
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| April 29, 2025 |
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 |
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| April 29, 2025 |
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 |
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| April 25, 2025 |
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 |
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| April 23, 2025 |
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 |
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| April 21, 2025 |
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, |
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| April 21, 2025 |
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 |
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| April 9, 2025 |
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 ( |
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| April 9, 2025 |
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 |
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| April 9, 2025 |
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 |
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| April 9, 2025 |
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 |
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| April 9, 2025 |
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 |
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| April 9, 2025 |
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 |
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| April 9, 2025 |
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 |
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| April 7, 2025 |
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, |
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| April 7, 2025 |
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 |
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| April 7, 2025 |
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 ( |
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| April 7, 2025 |
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 |
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| April 7, 2025 |
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, |
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| March 27, 2025 |
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 |
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| March 26, 2025 |
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 |
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| March 25, 2025 |
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 |
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| March 24, 2025 |
Goodwin Procter llp The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw. |
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| March 24, 2025 |
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. |
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| March 24, 2025 |
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 |
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| March 24, 2025 |
CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND PROVIDED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION. |
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| March 14, 2025 |
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. |
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| March 14, 2025 |
Goodwin Procter llp The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw. |
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| March 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) AEROVATE THERAPEUTICS, INC. |
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| March 14, 2025 |
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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| March 3, 2025 |
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 |
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| February 24, 2025 |
Goodwin Procter llp The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw. |
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| February 24, 2025 |
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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| February 24, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) AEROVATE THERAPEUTICS, INC. |
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| February 24, 2025 |
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 |
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| February 24, 2025 |
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. |
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| February 24, 2025 |
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 |
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| February 10, 2025 |
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 |
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| February 4, 2025 |
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 |
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| January 24, 2025 |
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 |
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| January 22, 2025 |
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. |
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| January 22, 2025 |
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 |
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| January 13, 2025 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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” |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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. |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) AEROVATE THERAPEUTICS, INC. |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| December 3, 2024 |
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 |
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| November 25, 2024 |
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 |
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| November 18, 2024 |
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 |
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| November 14, 2024 |
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 |
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| November 12, 2024 |
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 |
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| 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 |
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| October 31, 2024 |
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 |
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| 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 |
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| 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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| 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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 31, 2024 |
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 |
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| October 17, 2024 |
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 |
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| October 10, 2024 |
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 |
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| August 12, 2024 |
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 |
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| July 8, 2024 |
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 |
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| July 8, 2024 |
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 |
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| July 1, 2024 |
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 |
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| June 28, 2024 |
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 |
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| June 20, 2024 |
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: |
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| June 17, 2024 |
Exhibit 99.1 Aerovate Therapeutics Announces 24-Week Topline Results from the Phase 2b Portion of IMPAHCT Evaluating AV-101 for the Treatment of Pulmonary Arterial Hypertension AV-101 did not meet the primary endpoint of change in pulmonary vascular resistance (PVR) for any of the studied doses WALTHAM, Mass., June 17, 2024 - Aerovate Therapeutics, Inc. (Nasdaq: AVTE) today announced topline resul |
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| June 17, 2024 |
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 17, 2024 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commissi |
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| June 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Aerovate Therapeutics, Inc. |
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| June 10, 2024 |
Form of Senior Indenture between the Registrant and one or more trustees to be named Exhibit 4.3 AEROVATE THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 202[·] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Ce |
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| June 10, 2024 |
As filed with the Securities and Exchange Commission on June 10, 2024. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 10, 2024. |
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| June 10, 2024 |
Form of Subordinated Indenture between the Registrant and one or more trustees to be named Exhibit 4.4 AEROVATE THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 202[·] Subordinated Debt Securities TABLE OF CONTENTS(1) Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s |
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| June 7, 2024 |
Submission of Matters to a Vote of Security Holders 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 5, 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 |
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| May 13, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into as of January 2nd, 2024 (the "Effective Date"), by and between PDM 930 Unit, LLC, a Delaware limited liability company ("Landlord"), and Aerovate Therapeutics, Inc., a Delaware corporation ("Tenant"). RECITALS WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of Aug |
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| May 13, 2024 |
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 13, 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 |
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| May 13, 2024 |
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, 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: 0 |
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| May 13, 2024 |
Aerovate Therapeutics Announces First Quarter Financial Results and Business Highlights Exhibit 99.1 Aerovate Therapeutics Announces First Quarter Financial Results and Business Highlights ● Topline data expected in June 2024 from Phase 2b portion of the IMPAHCT global Phase 2b/Phase 3 clinical trial of AV-101 for pulmonary arterial hypertension (PAH) ● Enrollment continues into the Phase 3 portion of the IMPAHCT trial of AV-101 ● Poster to be presented with baseline characteristics |
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| April 30, 2024 |
AVTE / Aerovate Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm2413096d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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, M |
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| April 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 permitted by Rule 14a- |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 permitted by Rule 14a-6(e)(2)) ☐Definiti |
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| March 27, 2024 |
Regulation FD Disclosure, 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): March 27, 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. Employ |
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| March 27, 2024 |
Exhibit 99.1 Meaningfully Improving the Lives of Patients with Rare Cardiopulmonary Disease Targeting the Hyperproliferative Cause of Pulmonary Arterial Hypertension March 2024 Nasdaq: AVTE This presentation has been prepared by Aerovate Therapeutics, Inc. ("we," "us," "our," "Aerovate" or the “Company”) and is made for informational purposes only. The information set forth herein does not purport |
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| March 25, 2024 |
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, 2023 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 |
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| March 25, 2024 |
Lease, Amendment, dated January 2, 2024, by and between the Registrant and PDM 930 Unit, LLC. Exhibit 10.9 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into as of January 2nd, 2024 (the "Effective Date"), by and between PDM 930 Unit, LLC, a Delaware limited liability company ("Landlord"), and Aerovate Therapeutics, Inc., a Delaware corporation ("Tenant"). RECITALS WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of Aug |
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| March 25, 2024 |
Aerovate Therapeutics Announces Full-Year 2023 Financial Results and Business Highlights Exhibit 99.1 Aerovate Therapeutics Announces Full-Year 2023 Financial Results and Business Highlights ● Topline data expected in June 2024 from Phase 2b portion of the IMPAHCT global Phase 2b/Phase 3 clinical trial of AV-101 for pulmonary arterial hypertension (PAH) ● Completed enrollment in the Phase 2b portion and enrolled first patient into the Phase 3 portion of the IMPAHCT trial of AV-101 in |
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| March 25, 2024 |
Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Aerovate Securities Corporation Massachusetts |
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| March 25, 2024 |
Aerovate Therapeutics, Inc. Insider Trading Policy. EX 19.1 AEROVATE THERAPEUTICS, INC. AMENDED AND RESTATED Statement of Company POLICY on Insider Trading and Disclosure This memorandum sets forth the policy of Aerovate Therapeutics, Inc. (the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Statement of Company Policy on Insider Trading and Disclosure (the “ |
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| March 25, 2024 |
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 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. Employ |
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| February 20, 2024 |
SC 13D/A 1 tm246499d3sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 008064107 (CUSIP N |
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| February 14, 2024 |
AVTE / Aerovate Therapeutics, Inc. / Cormorant Asset Management, LP Passive Investment SC 13G/A 1 sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 008064107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 14, 2024 |
AVTE / Aerovate Therapeutics, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243953d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Aerovate Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (the “Share |
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| February 14, 2024 |
AVTE / Aerovate Therapeutics, Inc. / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2024 |
AVTE / Aerovate Therapeutics, Inc. / TCG Crossover GP I, LLC - SC 13G Passive Investment SC 13G 1 d778996dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 008064107 (CUSIP Number) June 16, 2023 (Date of Event Which Requires Filing of This Statement) Check th |
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| February 9, 2024 |
EX-99.1 2 d778996dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that |
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| January 8, 2024 |
As filed with the Securities and Exchange Commission on January 8, 2024 As filed with the Securities and Exchange Commission on January 8, 2024 Registration No. |
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| January 8, 2024 |
Exhibit 99.1 Meaningfully Improving the Lives of Patients with Rare Cardiopulmonary Disease Targeting the Hyperproliferative Cause of Pulmonary Arterial Hypertension January 2024 Nasdaq: AVTE This presentation has been prepared by Aerovate Therapeutics, Inc. ("we," "us," "our," "Aerovate" or the “Company”) and is made for informational purposes only. The information set forth herein does not purpo |
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| January 8, 2024 |
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 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. Emplo |
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| January 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Aerovate Therapeutics, Inc. |
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| November 20, 2023 |
Exhibit 99.1 Aerovate Therapeutics Announces Simultaneous Completion of Enrollment in Phase 2b Portion and Enrollment of First Patient into Phase 3 in the IMPAHCT Trial Evaluating AV-101 for the Treatment of Pulmonary Arterial Hypertension Topline Phase 2b data expected in June 2024 More than 120 sites around the world actively recruiting in the Phase 3 portion of the IMPAHCT trial WALTHAM, Mass. |
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| November 20, 2023 |
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): November 20, 2023 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. Emp |
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| November 13, 2023 |
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, 2023 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 |
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| November 13, 2023 |
Aerovate Therapeutics Announces Third Quarter Financial Results and Business Highlights Exhibit 99.1 Aerovate Therapeutics Announces Third Quarter Financial Results and Business Highlights WALTHAM, Mass. – November 13, 2023 – Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced financial results for the quarter ended Septembe |
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| November 13, 2023 |
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, 2023 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. Emp |
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| August 14, 2023 |
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, 2023 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 |
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| August 14, 2023 |
Exhibit 10.1 Aerovate Therapeutics, Inc. COMPENSATION RECOVERY POLICY Adopted as of June 6, 2023 Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1.Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and f |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 14, 2023 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 |
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| August 14, 2023 |
Aerovate Therapeutics Announces Second Quarter Financial Results and Business Highlights Exhibit 99.1 Aerovate Therapeutics Announces Second Quarter Financial Results and Business Highlights WALTHAM, Mass. – August 14, 2023 – Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced financial results for the quarter ended June 30, |
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| July 11, 2023 |
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 10, 2023 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 |
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| July 11, 2023 |
Aerovate Therapeutics Appoints Habib Dable To Its Board of Directors Exhibit 99.1 Aerovate Therapeutics Appoints Habib Dable To Its Board of Directors WALTHAM, Mass. – July 11, 2023 – Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical-stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced the appointment of Habib Dable as a member of Aerovate’s Board of Direc |
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| June 27, 2023 |
AVTE / Aerovate Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 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: 617.778.2500 |
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| June 21, 2023 |
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 21, 2023 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 |
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| June 8, 2023 |
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 6, 2023 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 |
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| May 15, 2023 |
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 15, 2023 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 |
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| May 15, 2023 |
Aerovate Therapeutics Announces First Quarter Financial Results and Business Highlights Exhibit 99.1 Aerovate Therapeutics Announces First Quarter Financial Results and Business Highlights ● Topline Phase 2b data now expected in the second quarter of 2024 for the IMPAHCT global Phase 2b/Phase 3 clinical trial of AV-101 for pulmonary arterial hypertension (PAH) ● More than 100 sites activated in 20 countries with the pace of enrollment increasing ● Sufficiently funded into second half |
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| May 15, 2023 |
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, 2023 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 |
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| April 19, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 permitted by Rule 14a- |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 permitted by Rule 14a-6(e)(2)) ☐Definiti |
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| April 5, 2023 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-266883 PROSPECTUS SUPPLEMENT (To Prospectus dated August 23, 2022) $75,000,000 Common Stock We have entered into an ATM Equity OfferingSM Sales Agreement, or the sales agreement, with BofA Securities, Inc., or BofA, dated April 5, 2023, relating to the sale of shares of our common stock, par value $0.0001 per share. In accordance with the terms |
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| April 5, 2023 |
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 5, 2023 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 |
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| April 5, 2023 |
Exhibit 10.1 ATM EQUITY OFFERINGSM SALES AGREEMENT April 5, 2023 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through BofA Securities, Inc., as sales agent and/or principal (the “Agent”), shares |
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| March 29, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Aerovate Securities Corporation Massachusetts |
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| March 29, 2023 |
As filed with the Securities and Exchange Commission on March 29, 2023 As filed with the Securities and Exchange Commission on March 29, 2023 Registration No. |
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| March 29, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Aerovate Therapeutics, Inc. |
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| March 29, 2023 |
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, 2022 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 |
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| March 29, 2023 |
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 29, 2023 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 |
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| March 29, 2023 |
Aerovate Therapeutics Announces Full-Year 2022 Financial Results and Business Highlights Exhibit 99.1 Aerovate Therapeutics Announces Full-Year 2022 Financial Results and Business Highlights ● Progress continued on the IMPAHCT global Phase 2b/Phase 3 clinical trial of AV-101 for pulmonary arterial hypertension (PAH) ● Expanded intellectual property portfolio with four issued patents in 2022 ● Management team strengthened and expanded in 2022 ● Sufficiently funded into second half of 2 |
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| February 14, 2023 |
AVTE / Aerovate Therapeutics, Inc. / Cormorant Asset Management, LP Passive Investment SC 13G/A 1 sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 008064107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 14, 2023 |
AVTE / Aerovate Therapeutics, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233236-30sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shar |
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| February 14, 2023 |
AVTE / Aerovate Therapeutics, Inc. / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 6, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 008064107 (CUSIP Number) Nathalie Auber Sofinnova Investmen |
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| January 23, 2023 |
Aerovate Therapeutics Appoints Donald Santel To Its Board of Directors Exhibit 99.1 Aerovate Therapeutics Appoints Donald Santel To Its Board of Directors WALTHAM, Mass. – January 23, 2023 – Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical-stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced the appointment of Donald Santel as a member of Aerovate’s Board o |
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| January 23, 2023 |
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 19, 2023 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 |
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| December 15, 2022 |
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, par value $0.0001 per share (Title of Class of Securities) 008064107 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technology Square, 8th Floor Cambridge, MA |
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| November 14, 2022 |
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, 2022 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 |
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| November 14, 2022 |
Aerovate Therapeutics Announces Third Quarter 2022 Financial Results Exhibit 99.1 ? ? Aerovate Therapeutics Announces Third Quarter 2022 Financial Results ? WALTHAM, Mass. ? November 14, 2022 ? Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced financial results for the quarter ended September 30, 2022, a |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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 14, 2022 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Delaware 001-40544 83-1377888 (State or other jurisdiction ? (Co |
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| August 19, 2022 |
VIA EDGAR August 19, 2022 United States Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N. |
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| August 15, 2022 |
Results of Operations and Financial Condition, 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): August 15, 2022 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commis |
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| August 15, 2022 |
Aerovate Therapeutics Announces Second Quarter 2022 Financial Results Exhibit 99.1 Aerovate Therapeutics Announces Second Quarter 2022 Financial Results WALTHAM, Mass. ? August 15, 2022 ? Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced financial results for the quarter ended June 30, 2022, and recent bu |
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| August 15, 2022 |
As filed with the Securities and Exchange Commission on August 15, 2022. As filed with the Securities and Exchange Commission on August 15, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 83-1377888 (State or other jurisdiction of incorporation or organization) (I |
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| August 15, 2022 |
Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM August 15, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Aerovate Therapeutics, Inc., a Delaware 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 com |
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| August 15, 2022 |
Form of Senior Indenture between the Registrant and one or more trustees to be named Exhibit 4.3 AEROVATE THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee?s |
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| August 15, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Aerovate Therapeutics, Inc. |
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| August 15, 2022 |
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, 2022 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 AEROVATE T |
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| August 15, 2022 |
Form of Subordinated Indenture between the Registrant and one or more trustees to be named Exhibit 4.4 AEROVATE THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Subordinated Debt Securities TABLE OF CONTENTS(1) Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee |
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| July 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 008064107 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technology Square, 8th Floor Cambridge, MA |
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| June 22, 2022 |
Submission of Matters to a Vote of Security Holders 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 21, 2022 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commissi |
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| May 16, 2022 |
Aerovate Therapeutics Announces First Quarter 2022 Financial Results Exhibit 99.1 Aerovate Therapeutics Announces First Quarter 2022 Financial Results WALTHAM, Mass. ? May 16, 2022 ? Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced financial results for the quarter ended March 31, 2022, and recent busin |
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| May 16, 2022 |
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, 2022 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 AEROVATE |
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| May 16, 2022 |
Results of Operations and Financial Condition, 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): May 16, 2022 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commissio |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 008064107 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technology Square, 8th Floor Cambridge, MA |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| April 29, 2022 |
Exhibit 10.1 Office Lease METRO CENTER METRO CENTER TOWER 950 TOWER LANE FOSTER CITY, CALIFORNIA Between HUDSON METRO CENTER, LLC, a Delaware limited liability company as Landlord, and AEROVATE THERAPEUTICS, INC., a Delaware corporation as Tenant OFFICE LEASE This Office Lease (this ?Lease?), dated as of the date set forth in Section 1.1, is made by and between HUDSON METRO CENTER, LLC, a Delaware |
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| April 29, 2022 |
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 26, 2022 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of (Commission (I.R.S. Emp |
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| March 30, 2022 |
Exhibit 4.3 DESCRIPTION OF SECURITIES The summary of the general terms and provision of the registered securities of Aerovate Therapeutics, Inc. (?Aerovate,? ?we,? or ?our?) set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to our Second Amended and Restated Certificate of Incorporation (our ?amended and restated certificate of incorporati |
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| March 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Aerovate Therapeutics, Inc. |
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| March 30, 2022 |
Aerovate Therapeutics Announces Full-Year 2021 Financial Results Exhibit 99.1 Aerovate Therapeutics Announces Full-Year 2021 Financial Results ? Initiated IMPAHCT, a global Phase 2b/Phase 3 trial of AV-101 for pulmonary arterial hypertension (PAH) in December 2021 ? Received FDA guidance in April 2021 that our Phase 2b/Phase 3 trial could support an NDA submission based on change in six minute walk distance as the primary endpoint for the Phase 3 portion of the |
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| March 30, 2022 |
As filed with the Securities and Exchange Commission on March 30, 2022 As filed with the Securities and Exchange Commission on March 30, 2022 Registration No. |
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| March 30, 2022 |
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, 2021 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 Aerovate Thera |
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| March 30, 2022 |
Results of Operations and Financial Condition, 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): March 30, 2022 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commiss |
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| March 30, 2022 |
Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Aerovate Securities Corporation Massachusetts |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Aerovate Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) 008064 |
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| February 14, 2022 |
AVTE / Aerovate Therapeutics, Inc. / BAKER BROS. ADVISORS LP - SCHEDULE 13G Passive Investment SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
AVTE / Aerovate Therapeutics, Inc. / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 008064107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| December 15, 2021 |
Regulation FD Disclosure, 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): December 15, 2021 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Comm |
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| December 15, 2021 |
Exhibit 99.1 Aerovate Therapeutics Announces Initiation of IMPAHCT Phase 2b/Phase 3 Trial of AV-101 In Pulmonary Arterial Hypertension WALTHAM, Mass. ? December 15, 2021 ? Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical-stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary diseases, today announced the initiatio |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2021 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 AEROVATE THERAPEUTICS, INC. |
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| November 15, 2021 |
Results of Operations and Financial Condition, 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): November 15, 2021 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Comm |
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| November 15, 2021 |
Aerovate Therapeutics Announces Third Quarter 2021 Financial Results Exhibit 99.1 Aerovate Therapeutics Announces Third Quarter 2021 Financial Results WALTHAM, Mass. ? November 15, 2021 ? Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced our financial results for the quarter ended September 30, 2021, and |
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| November 5, 2021 |
AVTE / Aerovate Therapeutics, Inc. / Atlas Venture Associates XII, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Aerovate Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 008064107 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technology Square, 8th Floor Cambridge, MA 02 |
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| August 16, 2021 |
Aerovate Therapeutics Announces Second Quarter 2021 Financial Results Exhibit 99.1 Aerovate Therapeutics Announces Second Quarter 2021 Financial Results WALTHAM, Mass. ? August 16, 2021 ? Aerovate Therapeutics, Inc. (Nasdaq: AVTE), a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, today announced its financial results for the quarter ended June 30, 2021, and recen |
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| August 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 16, 2021 AEROVATE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40544 83-1377888 (State or other jurisdiction of incorporation) (Commis |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2021 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 AEROVATE THERAPEUTICS, INC. |
