Jade Biosciences Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended June 30, 2026 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 shareJBIOThe NasdaqCapital 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 August 3, 2026, the registrant had 63,597,387 shares 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 Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)4Condensed Consolidated Statements of Cash Flows5Notes to Unaudited Condensed Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk37Item 4.Controls and Procedures37 PART II.OTHER INFORMATION 38 Item 1.Legal Proceedings38Item 1A.Risk Factors38Item 2.Unregistered Sales of Equity Securities and Use of Proceeds78Item 3.Defaults Upon Senior Securities78Item 4.Mine Safety Disclosures78Item 5.Other Information78Item 6.Exhibits79Signatures81 PART I—FINANCIAL INFORMATION JADE BIOSCIENCES, INC.CONDENSED CONSOLIDATED STATEMENTS 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. together with its subsidiaries (“Jade” or the “Company”), formerly known as Aerovate Therapeutics,Inc., is the resulting company of the Merger and Redomestication discussed below. Prior to the Merger and Redomestication, theprivate corporation Jade Biosciences, Inc. (“Pre-Merger Jade”) was established and incorporated under the laws of the state ofDelaware on June 18, 2024 (referred to in these notes as the inception of the Company). Jade is focused on developing therapies toaddress critical unmet needs in autoimmune diseases. Its lead product candidate, JADE101, is a monoclonal antibody (“mAb”)targeting a cytokine called “A PRoliferation Inducing Ligand” (“APRIL”) that modulates plasma cell survival and immunoglobulinproduction, which the Company is initially developing for the treatment of IgA nephropathy (“IgAN”). Jade’s second productcandidate is JADE201, a mAb targeting B cell activating factor receptor (“BAFF-R”) currently being evaluated in a Phase 1 clinicaltrial in patients with rheumatoid arthritis. Jade’s pipeline also includes JADE301, a mAb targeting Interferon beta (“IFN-β”) whichis currently in pre-clinical development. Jade wa