Form 4: RA Capital Management Reports Ownership in Jade Biosciences Following Merger and Reverse Stock Split

RA Capital Management and related entities report changes in beneficial ownership of Jade Biosciences, Inc. common stock following a merger and reverse stock split.

Summary

• RA Capital Management, L.P., along with related entities and individuals, filed a Form 4 detailing changes in beneficial ownership of Jade Biosciences, Inc. (JBIO) common stock.
• The filing is triggered by the completion of a merger between Jade Biosciences, Inc. ('Old Jade') and two Caribbean Merger Subsidiaries, resulting in Old Jade merging into Merger Sub II, a wholly-owned subsidiary of the Issuer.
• The merger was completed on April 28, 2025, following an agreement dated October 30, 2024.
• As part of the transaction, each share of Old Jade common stock was converted to 0.6311 shares of the Issuer's common stock after giving effect to a 1-for-35 reverse stock split.
• RA Capital Healthcare Fund, L.P. directly holds 1,062,326 shares.
• RA Capital Nexus Fund, L.P. directly holds 28,206 shares.
• A separately managed account holds 8,890 shares.
• Following the reported transactions, RA Capital Management, L.P. beneficially owns 1,287,858 shares.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing, so the sentiment is neutral.

Industry Context

Form 4 filings are standard practice when significant changes in ownership occur, particularly after events like mergers and stock splits. This filing provides transparency into the holdings of major shareholders.

Stakeholder Impact

• Shareholders are informed about the changes in ownership structure following the merger and reverse stock split.
• The filing provides transparency to the market regarding the holdings of RA Capital Management and related entities.

Key Dates

Keywords

beneficial ownership, Form 4, RA Capital Management, Jade Biosciences, merger, reverse stock split, JBIO