SCHEDULE 13D/A: Atlas Venture Reports Diluted Stake in Jade Biosciences Following Aerovate Merger and Reverse Stock Split

Atlas Venture entities have reported a significant reduction in their beneficial ownership of Jade Biosciences, Inc. common stock, falling below the 5% threshold, following the completion of Jade Biosciences' merger with Aerovate and a subsequent 1-for-35 reverse stock split.

Summary

• On October 30, 2024, Aerovate entered into a Merger Agreement with Jade Biosciences, Inc., involving a two-step merger process.
• On April 16, 2025, Aerovate stockholders approved the Merger and a reverse stock split of Aerovate's common stock.
• On April 28, 2025, a 1-for-35 reverse stock split of Aerovate's common stock was effected.
• Immediately following the reverse stock split on April 28, 2025, the Merger between Jade Biosciences and Aerovate closed.
• The Reporting Persons (Atlas Venture Fund XII, L.P., Atlas Venture Associates XII, L.P., and Atlas Venture Associates XII, LLC) are filing this amendment to report the dilution of their beneficial ownership due to the completion of the Merger.
• As of April 28, 2025, the Reporting Persons collectively beneficially own 0.2% of Jade Biosciences' outstanding Common Stock, based on 32,235,927 outstanding shares.
• Atlas Venture Fund XII, L.P. is the record owner of 50,992 shares of Common Stock.
• Atlas Venture Associates XII, L.P. is the record owner of 414 shares of Common Stock, and has shared voting and dispositive power over 51,406 shares (including those held by Atlas XII LP).
• Atlas Venture Associates XII, LLC has shared voting and dispositive power over 51,406 shares.
• The Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's common stock on April 28, 2025, following the closing of the Merger.

Sentiment

Score: 5

Explanation: The document is a factual report of a completed corporate action and its impact on beneficial ownership, with no explicit positive or negative financial performance implications for the reporting entity beyond the change in stake.

Positives

• The merger between Jade Biosciences and Aerovate has successfully closed, indicating the completion of a significant corporate transaction.

Negatives

• The beneficial ownership of the Reporting Persons (Atlas Venture entities) in Jade Biosciences, Inc. was diluted as a result of the merger and reverse stock split.
• The Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's outstanding common stock.

Future Outlook

The document primarily reports a completed corporate action and its effect on beneficial ownership, rather than providing forward-looking statements or guidance.

Industry Context

This filing reflects a specific corporate merger within the biotechnology or life sciences sector, where companies often engage in strategic transactions like mergers to consolidate operations, expand pipelines, or achieve synergies. The reverse stock split is a common action taken by companies, often in conjunction with mergers, to adjust share price and share count.

Stakeholder Impact

• Shareholders of Jade Biosciences, Inc. were impacted by the merger, as their shares were converted into Aerovate shares, which then underwent a reverse stock split.
• The Reporting Persons (Atlas Venture entities) experienced a dilution of their beneficial ownership and ceased to be a significant (5%+) shareholder in the combined entity.

Key Dates

Keywords

SEC filing, Schedule 13D, merger, reverse stock split, beneficial ownership, dilution, Jade Biosciences, Aerovate, Atlas Venture, corporate action, stock ownership