UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On June 3, 2026, Jade Biosciences, Inc. (“Jade” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price to the public of $15.00 per share. The Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $14.10 per share. In addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 1,500,000 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from this offering are expected to be approximately $140.3 million, or approximately $161.5 million if the Underwriters’ option to purchase additional shares is exercised in full, after deducting underwriting discounts and commissions and estimated offering expenses. The offering is expected to close on June 5, 2026, subject to the satisfaction of customary closing conditions.
The offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-295662), including the prospectus included therein, previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), and a prospectus supplement and the accompanying prospectus filed with the SEC on June 3, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and which is incorporated by reference herein. A copy of the opinion of Brownstein Hyatt Farber Schreck, LLP, relating to the validity under Nevada law of the issuance and sale of the Shares in this offering is attached as Exhibit 5.1 to this report.
The Company issued press releases on June 3, 2026 announcing the commencement and pricing of the offering, which press releases are attached as Exhibits 99.1 and 99.2, respectively, to this report.
***
Jade cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include, without limitation, statements regarding the completion of the offering, the expected closing date of the offering, the exercise of the Underwriters’ option to purchase additional shares and the expected net proceeds therefrom. The inclusion of forward-looking statements should not be regarded as a representation by Jade that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in Jade’s business, including those described in the Company’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Jade undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated June 3, 2026, by and among Jade Biosciences, Inc. and Jefferies LLC, TD Securities (USA) LLC and UBS Securities LLC | |
| 5.1 | Opinion of Brownstein Hyatt Farber Schreck, LLP | |
| 23.1 | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated June 3, 2026 | |
| 99.2 | Press Release, dated June 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Jade Biosciences, Inc. | ||||||
| Date: June 4, 2026 | By: | /s/ Bradford Dahms | ||||
| Name: | Bradford Dahms | |||||
| Title: | Chief Financial Officer and Treasurer | |||||