Aerovate Therapeutics Inc美股招股说明书(2025-03-25版)

Aerovate Therapeutics, Inc., a Delaware corporation (“Aerovate”) and Jade Biosciences, Inc., aDelaware corporation (“Jade”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) onOctober30, 2024, pursuant to which, among other matters, (i)Caribbean Merger Sub I, Inc., a direct,wholly owned subsidiary of Aerovate (“Merger Sub I”), will merge with and into Jade, with Jade survivingas a wholly owned subsidiary of Aerovate and the surviving corporation of the merger (the “First Merger”),and (ii)Jade will merge with and into Caribbean Merger Sub II, LLC, a direct, wholly owned subsidiary ofAerovate (“Merger Sub II”), with Merger Sub II being the surviving entity of the merger (the “SecondMerger” and collectively with the First Merger, the “Merger”). Aerovate following the Merger is referred toherein as the “Combined Company.” At the effective time of the First Merger (the “First Effective Time”), (i)each share of Jade commonstock (including shares of Jade common stock issued in the Jade Pre-Closing Financing described below)will be converted into the right to receive a number of shares of Aerovate common stock equal to theexchange ratio described in more detail in the section titled “The Merger Agreement — Exchange Ratio”beginning on page156of the accompanying proxy statement/prospectus, referred to herein as the“Exchange Ratio,” (ii)each share of Jade SeriesSeed Convertible Preferred Stock, par value $0.0001 pershare, will be converted into the right to receive a number of shares of Aerovate SeriesA Non-VotingConvertible Preferred Stock (the “Aerovate SeriesA Preferred Stock”) equal to the Exchange Ratio dividedby 1,000, (iii) each then-outstanding option to purchase Jade common stock will be assumed by Aerovateand converted into an option to purchase shares of Aerovate common stock, subject to adjustment as setforth in the Merger Agreement, and (iv) each then-outstanding pre-funded warrant to purchase shares ofJade common stock will be converted into a pre-funded warrant to purchase shares of Aerovate commonstock (each, an “Aerovate pre-funded warrant”), subject to adjustment as set forth in the Merger Agreementand the form of pre-funded warrant. If any shares of Jade common stock are unvested or subject to arepurchase option or risk of forfeiture at the First Effective Time (the “Jade Restricted Stock”), then theshares of Aerovate common stock issued in exchange for such shares will to the same extent be unvestedand subject to the same repurchase option or risk of forfeiture. In connection with the Merger, each outstanding and unexercised option to purchase shares of Jadecommon stock will be assumed by Aerovate and will be converted into an option to purchase shares ofAerovate’s common stock, with necessary adjustments to reflect the Exchange Ratio. See the section titled“The Merger Agreement — Treatment of Jade Options” beginning on page158of the accompanying proxystatement/prospectus. Each share of Aerovate common stock that is issued and outstanding at the effective time of the Mergerwill remain issued and outstanding and such shares, subject to the proposed reverse stock split, will beunaffected by the Merger. Each option to acquire shares of Aerovate’s common stock with an exercise priceless than or equal to the Aerovate Closing Price (the “Aerovate ITM Options”) will be cancelled andconverted into the right to receive an amount in cash, without interest, less any applicable tax withholding,equal to the product obtained by multiplying (A)the excess of the Aerovate Closing Price over the exerciseprice per share of Aerovate common stock underlying such Aerovate option by (B)the number of shares ofAerovate common stock underlying such Aerovate option, and each option with an exercise price greaterthan the Aerovate Closing Price, as adjusted for the proposed special Cash Dividend (as defined below), toacquire shares of Aerovate’s common stock (the “Aerovate OTM Options”) will be cancelled for noconsideration. As used herein, the “Aerovate Closing Price” means the volume weighted average closingtrading price of a share of Aerovate common stock on The Nasdaq Stock Market LLC (“Nasdaq”), for thefive (5)consecutive trading days ending three (3)days immediately prior to the anticipated date for the special meeting of Aerovate stockholders. Each unvested Aerovate restricted stock unit (“Aerovate RSU”)shall be accelerated in full. Based on Aerovate’s and Jade’s capitalization as of March10, 2025 and taking into account Aerovate’scurrent cash position, each share of Jade common stock is currently estimated to be entitled to receiveapproximately 22.0844 shares of Aerovate common stock and each share of Jade Preferred Stock iscurrently estimated to be entitled to receive approximately 0.0220844 shares of Aerovate Series A PreferredStock. This estimated Exchange Ratio does not give effect to the proposed Aerovate reverse stock split andis subject to adjustment based on Aerovate’s estimated Net Cas