Jade Biosciences Files For Offering Of 3.2M Shares Of Common Stock By Selling Stockholder

3,214,286 Shares

Common Stock

Offered by the Selling Stockholder

 

 

This prospectus relates to the proposed resale or other disposition by the selling stockholder identified herein (the "Selling Stockholder") of up to 3,214,286 shares (the "Resale Shares") of our common stock, par value $0.0001 per share ("Common Stock").

The Resale Shares were issued and sold to an accredited investor in a private placement (the "December 2025 PIPE"), which closed on December 16, 2025. We are not selling any Resale Shares under this prospectus and will not receive any of the proceeds from the sale or other disposition of Resale Shares by the Selling Stockholder.

The Selling Stockholder may sell the Resale Shares on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See the disclosure under the heading "Plan of Distribution" elsewhere in this prospectus for more information about how the Selling Stockholder may sell or otherwise dispose of its Resale Shares hereunder.