Jade Biosciences Inc美股招股说明书(2025-12-19版)

16,125,269 SharesCommon StockOffered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the “Selling Stockholders”) of up to (i)13,368,164 shares (the “PIPE Shares”) of our common stock, par value $0.0001 per share (“Common Stock”), (ii) 1,402,092 shares of Common Stock issuableupon the exercise of pre-funded warrants (the “PIPE Pre-Funded Warrants”) and (iii) 1,355,013 shares of Common Stock (the “Existing Shares”) previouslyissued to a Selling Stockholder. The shares of Common Stock registered by this prospectus are referred to herein as the “Resale Shares.” The PIPE Shares and the PIPE Pre-Funded Warrants were issued and sold to accredited investors in a private placement (the “October 2025 PIPE”), whichclosed on October8, 2025. The Existing Shares consist of (i) 292,687 shares of Common Stock previously held by and (ii) 1,062,326 shares of Common Stockissued in the Pre-Closing Financing (as defined herein) to RA Capital Healthcare Fund, L.P. We are not selling any Resale Shares under this prospectus and willnot receive any of the proceeds from the sale or other disposition of Resale Shares by the Selling Stockholders. Upon any exercise of the PIPE Pre-FundedWarrants by payment of cash, however, we will receive the nominal cash exercise price paid by the holders of the PIPE Pre-Funded Warrants. We intend to usethose proceeds, if any, for general corporate purposes. The Selling Stockholders may sell the Resale Shares on any national securities exchange or quotation service on which the securities may be listed or quoted atthe time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiatedtransactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at thetime of sale, or at negotiated prices. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus for more information about how theSelling Stockholders may sell or otherwise dispose of their Resale Shares hereunder. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the SellingStockholders may sell their Resale Shares hereunder following the effective date of the registration statement of which this prospectus forms a part. Discounts,concessions, commissions and similar selling expenses attributable to the sale of the Resale Shares will be borne by the Selling Stockholder. We will pay certainfees and expenses (other than discounts, concessions, commissions and similar selling expenses) incident to the registration of the Resale Shares with theSecurities and Exchange Commission (“SEC”). You should carefully read this prospectus and any applicable prospectus supplement before you invest in any of the securities being offered. Our Common Stock is traded on The Nasdaq Capital Market under the symbol “JBIO.” On November12, 2025, the last reported sale price for our CommonStock was $10.00 per share. An investment in our securities involves a high degree of risk. You should carefully consider the information under the heading“Risk Factors” beginning on page 8 of this prospectus and any applicable prospectus supplement. Table of Contents TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTOR SUMMARY6RISK FACTORS8USE OF PROCEEDS51MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS52QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK73BUSINESS74MANAGEMENT127EXECUTIVE COMPENSATION134AEROVATE EQUITY COMPENSATION PLAN INFORMATION142SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS143CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS147SELLING STOCKHOLDERS154PLAN OF DISTRIBUTION160DESCRIPTION OF CAPITAL STOCK163LEGAL MATTERS168EXPERTS169WHERE YOU CAN FIND MORE INFORMATION170INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf registrationprocess, the Selling Stockholders may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus contains information that you should consider when making your investment decision. Neither we, nor the Selling Stockholders,have authorized anyone to give any information or to make any representation other than those contained in this prospectus. The Selling Stockholdersare offering to sell, and seeking offers to buy, our securities only in jurisdictions where it is lawful to do so. We have not authorized anyone to provideyou with different information. Thi