SCHEDULE 13D/A: RA Capital Management Reduces Stake in Jade Biosciences Following Merger and Reverse Stock Split

RA Capital Management and its affiliates have reduced their beneficial ownership in Jade Biosciences, Inc. to below 5% following a corporate merger and reverse stock split.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") filed Amendment No. 4 to their Schedule 13D regarding Jade Biosciences, Inc. (the "Issuer").
• The filing reports changes in beneficial ownership stemming from the Issuer's completion of a merger with Old Jade and a 1-for-35 reverse stock split, both effective April 28, 2025.
• In connection with the merger, Old Jade became a wholly-owned subsidiary of the Issuer, and the Issuer changed its name to Jade Biosciences, Inc.
• Prior to the merger, RA Capital Healthcare Fund, L.P. purchased 1,683,294 shares of Old Jade common stock in a private offering for an aggregate price of $9,999,998.31.
• At the effective time of the merger, Old Jade common stock was converted into the Issuer's common stock at an exchange ratio of 0.6311 shares of the Issuer's common stock for each share of Old Jade common stock (after giving effect to the reverse stock split).
• As of April 28, 2025, the Reporting Persons collectively beneficially own 1,324,954 shares of Jade Biosciences, Inc. common stock, representing 4.1% of the outstanding class.
• RA Capital Healthcare Fund, L.P. specifically holds 1,287,858 shares, representing 4.0% of the class.
• The Reporting Persons ceased to be beneficial owners of more than five percent of the common stock on April 28, 2025.
• Mr. Resnick resigned as a director of the Issuer on April 28, 2025, and his pre-existing options to purchase common stock, held for the benefit of RA Capital, were cancelled for no consideration.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of changes in beneficial ownership and corporate actions (merger, reverse stock split). It does not contain positive or negative financial performance data or forward-looking statements that would influence sentiment.

Negatives

• Mr. Resnick's pre-existing options to purchase shares of common stock, which were held for the benefit of RA Capital, were cancelled for no consideration upon his resignation.

Future Outlook

NA

Industry Context

NA

Management Changes

Related Party Transactions

• RA Capital Healthcare Fund, L.P. (a Reporting Person) purchased 1,683,294 shares of Old Jade common stock for approximately $10 million in a private offering prior to the merger.
• Mr. Resnick, a director whose options were held for the benefit of RA Capital, resigned and had his pre-existing options cancelled for no consideration in connection with the merger.

Stakeholder Impact

• Shareholders are directly impacted by the 1-for-35 reverse stock split and the conversion of Old Jade shares into new Issuer shares at an exchange ratio of 0.6311. The reduction of RA Capital's stake below 5% also changes the ownership structure.

Key Dates

Keywords

Jade Biosciences, RA Capital Management, Schedule 13D/A, Beneficial Ownership, Merger, Reverse Stock Split, Private Offering, Institutional Investor, Healthcare Fund