Aerovate Therapeutics Stockholders Approve Proposed Merger With Jade Biosciences; Board Approves 1-for-35 Reverse Stock Split

—Aerovate Board of Directors approves 1-for-35 reverse stock split—

WALTHAM, Mass., April 21, 2025 /PRNewswire/ -- Aerovate Therapeutics, Inc. (NASDAQ:AVTE) ("Aerovate") today announced that its stockholders have approved the proposed merger (the "Merger") with Jade Biosciences, Inc. ("Jade"), along with all proposals related to the Merger. The proposals were voted upon at Aerovate's special meeting of stockholders held on April 16, 2025 (the "Special Meeting"), including a reverse stock split of Aerovate's common stock to be effected at the discretion of the Board of Directors (the "Board") within the parameters approved by Aerovate's stockholders.

On April 18, 2025, the Board approved a final reverse stock split of Aerovate's common stock at a ratio of 1-for-35 in connection with the anticipated closing of the Merger. Following the Merger, the combined company's common stock is expected to begin trading on a post-reverse stock split basis on The Nasdaq Capital Market ("Nasdaq") on April 29, 2025, under the new name "Jade Biosciences, Inc.", ticker symbol "JBIO", CUSIP number 008064206 and ISIN number US0080642061.

The reverse stock split is expected to reduce the number of Aerovate's outstanding common stock from approximately 30.0 million shares to approximately 0.8 million shares. The number of shares of Aerovate's authorized common stock will not be affected by the reverse stock split. At the Special Meeting, Aerovate's stockholders approved an increase in the number of shares of Aerovate's authorized common stock from 150,000,000 shares to 300,000,000 shares in connection with the anticipated closing of the Merger. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of Aerovate common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Stock Market LLC on April 28, 2025.

As a result of the reverse stock split, proportionate adjustments will be made to the exercise prices and number of shares of Aerovate's common stock underlying Aerovate's outstanding equity awards. There will be no change to the par value per share.

The previously announced special cash dividend (the "Cash Dividend") will not be affected by the reverse stock split. An aggregate Cash Dividend of $69.6 million, or an estimated $2.40 per share, will be payable in cash to Aerovate's stockholders of record as of April 25, 2025 based on their holdings as of that date prior to the reverse stock split. The estimated per share dividend is based on 28,985,019 shares of Aerovate's common stock outstanding as of April 18, 2025.

Following the closing of the Merger, Jade Biosciences' total issued and outstanding common stock is expected to be approximately 32.2 million shares, or approximately 60.6 million shares on a fully-diluted basis.