Jade Biosciences Inc 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from _________________ to _________________Commission File Number:001-40544 Jade Biosciences, Inc. (Exact name of registrant as specified in its charter) 83-1377888(I.R.S. EmployerIdentification No.) Nevada(State or other jurisdiction ofincorporation or organization) 221 Crescent Street,Building 23,Suite 105Waltham,Massachusetts(Address of principal executive offices) 02453(Zip Code) Registrant’s telephone number, including area code:781-312-3013 Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock, par value $0.0001 per shareJBIOTheNasdaqCapital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of November 7, 2025, the registrant had46,004,205shares of common stock, $0.0001 par value per share, outstanding. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)2Condensed Consolidated Balance Sheets2Condensed Consolidated Statements of Operations and Comprehensive Loss3Condensed Consolidated Statement of Convertible Preferred Stock and Stockholders’ Equity (Deficit)4Condensed Consolidated Statements of Cash Flows6Notes to Unaudited Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures About Market Risk42Item 4.Controls and Procedures42 PART II.OTHER INFORMATION43 Item 1.Legal Proceedings43Item 1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds79Item 3.Defaults Upon Senior Securities79Item 4.Mine Safety Disclosures79Item 5.Other Information79Item 6.Exhibits80Signatures82 PART I—FINANCIAL INFORMATION JADE BIOSCIENCES, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(unaudited)(In thousands, except share and per share amounts) JADE BIOSCIENCES, INC.CONDENSED CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’EQUITY (DEFICIT)(unaudited)(In thousands, except share amounts) JADE BIOSCIENCES, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaudited) 1.Nature of the Business and Basis of Presentation Background and Basis of Presentation Jade Biosciences, Inc. (“Jade” or the “Company”), formerly known as Aerovate Therapeutics, Inc., is the resulting companyof the Merger and Redomestication discussed below. Prior to the Merger and Redomestication, the private corporation JadeBiosciences, Inc. (“Pre-Merger Jade”) was established and incorporated under the laws of the state of Delaware on June 18, 2024(referred to in these notes as the inception of the Company). Jade is focused on developing best-in-class therapies to address criticalunmet needs in autoimmune diseases. Its lead product candidate, JADE101, is a monoclonal antibody (“mAb”) targeting a cytokinecalled“A PRoliferation Inducing Ligand” (“APRIL”) that modulates plasma cell survival and immunoglobulin production, whichthe Company plans to initially develop for the treatment of IgA nephropathy (“IgAN”). Jade’s second product candidate isJADE201, a mAb targeting B cell activating factor receptor (“BAFF-R”) for the treatment of multiple autoimmune disorders, and iscurrently in pre-clinical development. Jade’s pipeline also includes JADE-003 which is