| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | JBIO | Common Stock | 565K | Apr 28, 2025 | By Fairmount Healthcare Fund II L.P. | F1, F2, F3 | |||||
| holding | JBIO | Common Stock | 2.66M | Apr 28, 2025 | By Fairmount Healthcare Co-Invest IV L.P. | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | JBIO | Series A Non-Voting Convertible Preferred Stock | Apr 28, 2025 | Common Stock | 12.6M | By Fairmount Healthcare Fund II L.P. | F1, F3, F4, F5 | |||||||
| holding | JBIO | Pre-funded Warrant | Apr 28, 2025 | Common Stock | 4.94M | $0.00 | By Fairmount Healthcare Fund II L.P. | F1, F3, F6, F7 |
| Id | Content |
|---|---|
| F1 | Effective as of April 28, 2025 (the "Effective Time"), (i) a wholly-owned subsidiary of Aerovate Therapeutics, Inc. ("Aerovate") merged with and into Jade Biosciences, Inc. ("Jade") with Jade continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger, (ii) immediately thereafter, Jade merged with and into a second wholly-owned subsidiary of Aerovate ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger and (iii) immediately thereafter, Second Merger Sub merged with and into Aerovate, with Aerovate being the surviving entity of the merger (collectively, the "Merger"). At the Effective Time, Aerovate changed its name to "Jade Biosciences, Inc." (hereinafter, the "Issuer"). |
| F2 | Represents the number of shares of the Issuer's common stock received by the Reporting Person in the Merger in exchange for the shares of Jade's common stock held by the Reporting Person prior to the Merger. Each share of Jade's common stock held at the Effective Time was exchanged for 0.6311 shares of the Issuer's common stock. |
| F3 | Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest IV L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| F4 | Shares of Series A Non-Voting Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Issuer Preferred Stock") are convertible into shares of the Issuer's common stock at any time at the option of the holder thereof, based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Issuer Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.7 to the Issuer's Form 8-K filed on May 1, 2025). The Issuer Preferred Stock has no expiration date. |
| F5 | Represents the number of shares of the Issuer's common stock underlying 12,622 shares of Issuer Preferred Stock received by the Reporting Person in the Merger in exchange for the shares of Jade's Series Seed Convertible Preferred Stock ("Jade Preferred Stock") held by the Reporting Person prior to the Merger. Each share of Jade Preferred Stock held at the Effective Time was exchanged for 0.0006311 shares of Issuer Preferred Stock. |
| F6 | The pre-funded warrants to purchase shares of the Issuer's common stock (the "Issuer Pre-Funded Warrants") have no expiration date and are exercisable at any time after the date of issuance. A holder of Issuer Pre-Funded Warrants may not exercise the Issuer Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. |
| F7 | Represents the number of Issuer Pre-Funded Warrants received by the Reporting Person in the Merger in exchange for pre-funded warrants to purchase shares of Jade's common stock (the "Jade Pre-Funded Warrants") held by the Reporting Person prior to the Merger. Each Jade Pre-Funded Warrant held at the Effective Time was exchanged for 0.6311 Issuer Pre-Funded Warrants. |
Exhibit 24 - Power of Attorney Fairmount, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest IV L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is a manager of Fairmount.