Jade Biosciences Inc美股招股说明书(2025-12-30版)

3,214,286 SharesCommon StockOffered by the Selling Stockholder This prospectus relates to the proposed resale or other disposition by the selling stockholder identified herein (the “SellingStockholder”) of up to 3,214,286 shares (the “Resale Shares”) of our common stock, par value $0.0001 per share (“Common Stock”). The Resale Shares were issued and sold to an accredited investor in a private placement (the “December 2025 PIPE”), which closed onDecember 16, 2025. We are not selling any Resale Shares under this prospectus and will not receive any of the proceeds from the saleor other disposition of Resale Shares by the Selling Stockholder. The Selling Stockholder may sell the Resale Shares on any national securities exchange or quotation service on which the securitiesmay be listed or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on theseexchanges or systems, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, atprevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See thedisclosure under the heading “Plan of Distribution” elsewhere in this prospectus for more information about how the SellingStockholder may sell or otherwise dispose of its Resale Shares hereunder. The Selling Stockholder may sell any, all or none of the securities offered by this prospectus and we do not know when or in whatamount the Selling Stockholder may sell its Resale Shares hereunder following the effective date of the registration statement of whichthis prospectus forms a part. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the ResaleShares will be borne by the Selling Stockholder. We will pay certain fees and expenses (other than discounts, concessions, commissionsand similar selling expenses) incident to the registration of the Resale Shares with the Securities and Exchange Commission (“SEC”). You should carefully read this prospectus and any applicable prospectus supplement before you invest in any of the securities beingoffered. Our Common Stock is traded on The Nasdaq Capital Market under the symbol “JBIO.” On December 19, 2025, the last reported saleprice for our Common Stock was $17.03per share. An investment in our securities involves a high degree of risk. You should carefully consider the informationunder the heading “Risk Factors” beginning on page 8 of this prospectus and any applicable prospectussupplement. We are a “smaller reporting company” and an “emerging growth company” under applicable federal securities laws and aresubject to reduced public company reporting requirements. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. 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 STOCKHOLDER154PLAN OF DISTRIBUTION155DESCRIPTION OF CAPITAL STOCK158LEGAL MATTERS163EXPERTS164WHERE YOU CAN FIND MORE INFORMATION165INDEX 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 Stockholder 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 Stockholder,have authorized anyone to give any information or to make any representation other than those contained in this prospectus. The Selling Stockholder isoffering 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 provide youwith different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offerto buy any securities other than the securities described in any accompanying prospectus supplement or an offer to sell or the solicitation of an offer tobuy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in thisprospectus, any prospectus supplement