WALTHAM, Mass.– Aerovate Therapeutics, Inc. (Nasdaq: AVTE) announced Monday that its stockholders have approved the proposed merger with Jade Biosciences, Inc., along with all related proposals, at a special meeting held on April 16. The merger paves the way for the formation of a newly combined company, which will operate under the name Jade Biosciences, Inc.
As part of the merger process, Aerovate’s Board of Directors has also approved a 1-for-35 reverse stock split, which will take effect in connection with the merger’s closing. The reverse split is expected to reduce Aerovate’s outstanding shares from approximately 30 million to around 800,000. The number of authorized common shares will remain unchanged, but stockholders previously approved an increase in authorized shares from 150 million to 300 million to support the combined company.
Following the transaction’s completion, shares of the new company will begin trading on the Nasdaq Capital Market under the ticker symbol JBIO on April 29, 2025. The newly assigned CUSIP and ISIN numbers will be 008064206 and US0080642061, respectively.
No fractional shares will be issued as a result of the reverse split. Instead, affected shareholders will receive a cash payment based on the closing price of Aerovate shares on April 28. Adjustments will also be made to existing equity awards, including changes to exercise prices and share quantities, though the par value per share will remain the same.
The merger does not impact Aerovate’s previously announced special cash dividend. A total of $69.6 million, or an estimated $2.40 per share, will be distributed to stockholders of record as of April 25, based on pre-split share counts.
Once the deal is finalized, Jade Biosciences will have approximately 32.2 million shares outstanding, or around 60.6 million shares on a fully diluted basis, marking the beginning of a new chapter for the merged entity in the biotech sector.
