AVTE News & Events

Aerovate Therapeutics' stockholders have approved the proposed merger with Jade Biosciences, along with all proposals related to the Merger. The proposals were voted upon at Aerovate's special meeting of stockholders held on April 16, including a reverse stock split of Aerovate's common stock. On April 18, the Board approved a final reverse stock split of Aerovate's common stock at a ratio of 1-for-35 in connection with the anticipated closing of the Merger. Following the Merger, the combined company's common stock is expected to begin trading on a post-reverse stock split basis on Nasdaq on April 29, under the new name "Jade Biosciences, Inc.", ticker symbol "JBIO", CUSIP number 008064206 and ISIN number US0080642061. The reverse stock split is expected to reduce the number of Aerovate's outstanding common stock from approximately 30.0 million shares to approximately 0.8 million shares. The number of shares of Aerovate's authorized common stock will not be affected by the reverse stock split. At the Special Meeting, Aerovate's stockholders approved an increase in the number of shares of Aerovate's authorized common stock from 150,000,000 shares to 300,000,000 shares in connection with the anticipated closing of the Merger. As a result of the reverse stock split, proportionate adjustments will be made to the exercise prices and number of shares of Aerovate's common stock underlying Aerovate's outstanding equity awards. There will be no change to the par value per share. An aggregate Cash Dividend of $69.6M, or an estimated $2.40 per share, will be payable in cash to Aerovate's stockholders of record as of April 25 based on their holdings as of that date prior to the reverse stock split. Following the closing of the Merger, Jade Biosciences' total issued and outstanding common stock is expected to be approximately 32.2 million shares, or approximately 60.6 million shares on a fully-diluted basis.

Aerovate Therapeutics announced that its Board of Directors has declared a special cash dividend in connection with the previously announced merger with Jade Biosciences, pursuant to the Agreement and Plan of Merger, dated October 30, 2024. The Cash Dividend will be an aggregate of $69.6M, or an estimated $2.40 per share, payable in cash to the stockholders of record as of April 25. The estimated per share dividend is based on 28,985,019 shares of Aerovate's common stock outstanding as of April 9. The payment date in respect of the Cash Dividend is scheduled for April 29. Aerovate does not have, and does not expect to have, current or accumulated earnings and profits as described in Section 312 of the Internal Revenue Code of 1986, as amended. Accordingly, the Cash Dividend is expected to be characterized as a return of capital and reported as a non-dividend distribution.

Aerovate Therapeutics announced that, in connection with its previously announced merger with Jade Biosciences, it expects to declare a cash dividend to the pre-Merger Aerovate stockholders in the range of $67.6M-$69.6M in the aggregate. This expected dividend range is based on Aerovate's estimated net cash immediately prior to the closing of the Merger. As of April 4, 28,985,019 shares of Aerovate's common stock are outstanding. Official declaration of the Cash Dividend is subject to approval of the Aerovate board of directors and is expected to be announced later this month. Following approval, the Cash Dividend will be paid in connection with the closing. The closing remains subject to approval of Aerovate's stockholders and other closing conditions. Aerovate's stockholders will consider and vote upon approval of the Merger at the special meeting of Aerovate stockholders scheduled for 9:00 a.m. ET on April 16. The parties expect the closing to occur no later than April 30.