Aerovate Therapeutics Stockholders Approve Proposed Merger with Jade Biosciences and All Related Proposals

Core Viewpoint - Aerovate Therapeutics has received stockholder approval for a merger with Jade Biosciences, which includes a 1-for-35 reverse stock split of Aerovate's common stock, set to take effect prior to the merger closing [1][2][3]. Group 1: Merger and Stock Split Details - The Board of Directors approved a reverse stock split at a ratio of 1-for-35, reducing Aerovate's outstanding common stock from approximately 30 million shares to about 0.8 million shares [2][3]. - The reverse stock split will not affect the number of authorized shares, which has been increased from 150 million to 300 million shares in connection with the merger [3]. - Following the merger, the combined company's common stock will trade under the new name "Jade Biosciences, Inc." with the ticker symbol "JBIO" starting April 29, 2025 [2]. Group 2: Cash Dividend and Shareholder Impact - A special cash dividend of $69.6 million, estimated at $2.40 per share, will be payable to Aerovate's stockholders of record as of April 25, 2025, unaffected by the reverse stock split [5]. - Stockholders entitled to fractional shares due to the reverse stock split will receive a cash payment equivalent to the fraction of a share multiplied by the closing price on April 28, 2025 [3]. Group 3: Company Profiles - Aerovate Therapeutics focuses on improving the lives of patients with rare cardiopulmonary diseases [7]. - Jade Biosciences is developing therapies for autoimmune diseases, with its lead asset targeting immunoglobulin A nephropathy and a first-in-human trial expected in the second half of 2025 [8].