Jade Biosciences Inc 2025年度报告

Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YESնNOշ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESշNOն 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 Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YESշNOն Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YESշNOն Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Accelerated filerնSmaller reporting companyշEmerging growth companyշ Large accelerated filerնNon-accelerated filerշ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.շ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.ն If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.ն Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).ն Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESնNOշ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares ofcommon stock on The Nasdaq Capital Market on June 30, 2025, was approximately $289.4 million. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) underthe Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal yearended December 24, 1980) Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities84Item 6.[Reserved]84Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations84Item 7A.Quantitative and Qualitative Disclosures About Market Risk97Item 8.Financial Statements and Supplementary Data97Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure97Item 9A.Controls and Procedures97Item 9B.Other Information97Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98 PART III Item 10.Directors, Executive Officers and Corporate Governance99Item 11.Executive Compensation99Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters99Item 13.Certain Relationships and Related Transactions, and Director Independence99Item 14.Principal Accounting Fees and Services99 PART IV Item 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K Summary 100102 PART I Item 1. Business. Company Overview We are a clinical-stage biopharmaceutical company developing novel biologic therapies for patients living withautoimmune diseases. Our goal is to improve meaningfully upon the existing treatment paradigm through the delive