Aerovate Stockholders Approve Merger Proposal With Jade Biosciences

(RTTNews) - Aerovate Therapeutics, Inc. (AVTE), a clinical-stage biopharmaceutical company, on Monday announced that its stockholders have approved the proposed merger with Jade Biosciences, Inc. In addition, stockholders approved a reverse stock split, as well as an increase in the number of authorized shares.

At the special meeting on April 16, stockholders agreed to increase the number of authorized common shares to 300 million from 150 million in preparation for the upcoming merger.

On April 18, Aerovate's Board approved a reverse stock split at a 1-for-35 ratio, ahead of the expected merger closing.

The reverse stock split would reduce the number of Aerovate's outstanding common stock to around 0.8 million shares from around 30.0 million shares.

After the merger, the combined company's stock is set to begin trading on a post-split basis on the Nasdaq Capital Market starting April 29, under the new name "Jade Biosciences, Inc." with the ticker symbol "JBIO".

Regarding the reverse stock split, the company noted that if a stockholder's total shares are not evenly divisible by the 1-for-35 split ratio, they will receive a cash payment instead of a partial share.

Following the reverse stock split, the number of shares and exercise prices tied to Aerovate's outstanding equity awards will be adjusted accordingly. However, the par value of each share will remain unchanged.

Further, the special cash dividend previously announced will not be impacted by the reverse stock split.

A total of $69.6 million, or about $2.40 per share, will be paid to Aerovate stockholders who are on record as of April 25.

The amount is based on the number of shares held before the reverse split, with the estimate calculated from 28,985,019 outstanding shares as of April 18.

In the pre-market trading, Aerovate is 1.73% higher at $2.77 on the Nasdaq.