Filing Details
- Accession Number:
- 0001415889-25-011576
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-29 20:00:00
- Filed By:
- Atlas Venture Fund XII, L.P.
- Company:
- Jade Biosciences Inc.
- Filing Date:
- 2025-04-30
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Atlas Venture Fund XII, L.P. | 0 | 50,992 | 0 | 50,992 | 50,992 | 0.2% |
| Atlas Venture Associates XII, L.P. | 0 | 51,406 | 0 | 51,406 | 51,406 | 0.2% |
| Atlas Venture Associates XII, LLC | 0 | 51,406 | 0 | 51,406 | 51,406 | 0.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
JADE BIOSCIENCES, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
008064206 (CUSIP Number) |
Atlas Venture Attention: Ommer Chohan, Chief Financial, 300 Technology Square, 8th Floor Cambridge, MA, 02139 (857) 201-2700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 008064206 |
| 1 |
Name of reporting person
Atlas Venture Fund XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,992.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 008064206 |
| 1 |
Name of reporting person
Atlas Venture Associates XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,406.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 008064206 |
| 1 |
Name of reporting person
Atlas Venture Associates XII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,406.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
JADE BIOSCIENCES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
930 WINTER STREET, SUITE M-500, WALTHAM,
MASSACHUSETTS
, 02451. |
| Item 4. | Purpose of Transaction |
On October 30, 2024, Aerovate, entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Aerovate, Caribbean Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Aerovate ("Merger Sub I"), Caribbean Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Aerovate ("Merger Sub II" and together with Merger Sub I, "Merger Subs"), and Jade Biosciences, Inc., a Delaware corporation ("Jade"), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, among other things, Merger Sub I would merge with and into Jade, with Jade surviving the merger as the surviving corporation (the "First Merger"), and as part of the same overall transaction, Jade would merge with and into Merger Sub II, with Merger Sub II continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger (the "Second Merger" and together with the First Merger, the "Merger").
On April 16, 2025, Aerovate held a special meeting in lieu of the annual meeting of Aerovate stockholders at which Aerovate's stockholders approved the Merger, along with a reverse stock split of Aerovate's common stock to be effected at the discretion of the Aerovate Board of Directors (the "Board") within the parameters approved by Aerovate's stockholders.
On April 28, 2025, the reverse stock split was effected at a ratio of 1-for-35. Immediately thereafter, on April 28, 2025, the Merger closed.
The Reporting Persons are filing this Amendment to Statement on Schedule 13D to report the dilution of their beneficial ownership by virtue of the completion of the Merger.
| |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, Atlas XII is the record owner of 50,992 shares of Common Stock. AVA XII LP is the general partner of Atlas XII and AVA XII LLC is the general partner of AVA XII LP. Each of Atlas XII, AVA XII LP and AVA XII LLC has shared voting and dispositive power over the shares held by Atlas XII. As such, each of Atlas XII, AVA XII LP and AVA XII LLC may be deemed to beneficially own the shares held by Atlas XII.
As of the date hereof, AVA XII LP is the record owner of 414 shares of Common Stock. AVA XII LLC is the general partner of AVA XII LP. Each of AVA XII LP and AVA XII LLC has shared voting and dispositive power over the shares held by AVA XII LP. As such, each of AVA XII LP and AVA XII LLC may be deemed to beneficially own the shares held by AVA XII LP.
Collectively, the Reporting Persons may be deemed to beneficially own 0.2% of the Issuer's outstanding Common Stock, which percentage is calculated based upon 32,235,927 outstanding shares of Common Stock of the Issuer, as reported to the Reporting Persons by the Issuer.
The Reporting Persons disclaim group membership, and this Schedule 13D shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes.
|
| (b) | As of the date hereof, Atlas XII has shared voting power and shared dispositive power over 50,992 shares of Common Stock.
As of the date hereof, AVA XII LP sole has shared voting power and shared dispositive power over 51,406 shares of Common Stock.
As of the date hereof, AVA XII LLC sole has shared voting power and shared dispositive power over 51,406 shares of Common Stock. |
| (c) | Except as described herein, none of the Reporting Persons have purchased or sold any shares of Common Stock during the past 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. |
| (e) | The Reporting Persons ceased to be beneficial owner of more than five percent on April 28, 2025 following the closing of the Merger. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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