Form 8-K
8-K — Jade Biosciences, Inc.
Accession: 0001193125-26-341229
Filed: 2026-08-10
Period: 2026-08-10
CIK: 0001798749
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — d40629d8k.htm (Primary)
EX-99.1 (d40629dex991.htm)
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8-K
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Filename: d40629d8k.htm · Sequence: 1
8-K
NASDAQ false 0001798749 0001798749 2026-08-10 2026-08-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2026
Jade Biosciences, Inc.
(Exact name of Registrant as specified in its charter)
Nevada
001-40544
83-1377888
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
221 Crescent St., Building 23
Suite 105
Waltham, MA
02453
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 312-3013
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share
JBIO
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 2.02. Results of Operations and Financial Condition.
On August 10, 2026, Jade Biosciences, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).
This Item 2.02 and Exhibit 99.1 to this Report are being furnished to the SEC and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
Exhibit
Description
99.1
Press release issued on August 10, 2026.
104
Cover page interactive data file (embedded within the inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Jade Biosciences, Inc.
(Registrant)
Date: August 10, 2026
By:
/s/ Bradford Dahms
Name:
Bradford Dahms
Title:
Chief Financial Officer and Treasurer
EX-99.1
EX-99.1
Filename: d40629dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Jade Biosciences Reports Second Quarter 2026 Financial Results and Provides Corporate Update
•
Announced positive interim Phase 1 results for JADE101 demonstrating potential for every 12-week subcutaneous dosing and best-in-class clinical activity in IgA nephropathy
•
Phase 2 JADE101 clinical trial in IgA nephropathy underway; interim data expected in 2027
•
Phase 3 JADE101 registrational trial in IgA nephropathy expected to begin in the first half of 2027
•
Began dosing participants with rheumatoid arthritis in Phase 1 trial of JADE201; interim data expected in 2027
•
JADE301, a potentially
best-in-class, half-life–extended anti-IFN-ß for dermatomyositis, now
expected to initiate a Phase 1 healthy volunteer trial in the fourth quarter of 2026, with interim data anticipated in second half of 2027
•
Cash, cash equivalents, and investments of $461 million as of June 30,
2026 expected to provide runway into the fourth quarter of 2028
San Francisco and Vancouver, British Columbia –
August 10, 2026 – Jade Biosciences, Inc. (“Jade” or the “Company”) (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing
best-in-class therapies for autoimmune diseases, today announced financial results for the second quarter ending June 30, 2026, and provided a corporate update.
“This was an important period for Jade as we reported positive interim Phase 1 data for JADE101 that exceeded our expectations across biomarker
activity and durability, with a favorable safety profile, strengthening our conviction to rapidly advance the compound to deliver a potentially best-in-class profile in
IgA nephropathy,” said Tom Frohlich, Chief Executive Officer of Jade Biosciences. “We are also excited by the momentum behind the rest of our pipeline, including JADE301, our half-life–extended anti-IFN-ß monoclonal antibody in development for dermatomyositis, which we are advancing toward Phase 1 initiation ahead of plan. We believe the clinically validated anti- IFN-ß mechanism, together with JADE301’s differentiated target product profile, supports our strategy of developing disease-modifying therapies in areas with large unmet need. Alongside the continued
clinical progress of JADE201, these advances reinforce our confidence in the potential of our pipeline.”
Pipeline and Corporate Updates
JADE101: anti-APRIL monoclonal antibody for IgA nephropathy (IgAN)
•
Announced positive interim data from the Phase 1 JADE101 trial, which were subsequently presented at the 63rd
European Renal Association (ERA) Congress. Key results included:
•
Mean IgA reductions reached approximately 70% from baseline after a single 700 mg dose. Duration of IgA
reductions supports the potential for an every 12-week maintenance dosing interval.
•
Greater than 70% IgA reductions simulated at steady state with a single 350 mg subcutaneous maintenance injection
every 12 weeks following one 700 mg induction dose.
•
JADE101 was well-tolerated across all doses.
•
Announced dosing began in JUNIPER, a Phase 2 trial of JADE101 in IgAN. A Trial-in-Progress update on JUNIPER was presented during the 63rd ERA Congress. Interim data are expected in 2027.
•
Jade plans to initiate a registrational Phase 3 clinical trial in the first half of 2027, pending feedback and
requirements from the U.S. Food and Drug Administration.
JADE201: anti-BAFF-R monoclonal
antibody for autoimmune diseases
•
Announced dosing began in the Phase 1 clinical trial evaluating JADE201 in participants with rheumatoid
arthritis; interim, biomarker-rich data expected in 2027 are anticipated to inform indication prioritization and a focused clinical development strategy.
•
JADE201 has broad potential across multiple autoimmune indications supported by B cell and BAFF-R biology.
JADE301: anti- IFN-ß monoclonal
antibody for dermatomyositis
•
Jade today unveiled JADE301, a potentially
best-in-class monoclonal antibody in development for dermatomyositis (DM), a rare and debilitating autoimmune disease in which excessive
IFN-ß activity is believed to be the central driver of muscle and skin pathology.
•
JADE301 is a selective
anti-IFN-ß monoclonal antibody designed for subcutaneous administration at extended dosing intervals. By selectively targeting a key upstream mediator of disease
biology, it has the potential to address DM while avoiding broad inhibition of multiple cytokine-signaling pathways.
•
JADE301 targets a validated mechanism in DM with a differentiated molecular profile, including a YTE
half-life–extending modification. This profile has the potential for meaningful efficacy across muscle and skin manifestations, a favorable tolerability profile, and convenient, infrequent subcutaneous dosing.
•
Approximately 50,000 adults in the U.S. are affected by DM, and up to 80% of patients experience chronic, painful
disease. This significant unmet need highlights the importance of more effective, durable, and well-tolerated treatment options.
•
Jade plans to present preclinical data further characterizing JADE301 at the 2026 European Academy of Dermatology
and Venereology Congress, taking place September 30–October 3, 2026, in Vienna, Austria.
•
A Phase 1 trial in healthy volunteers is now expected to begin in the fourth quarter of 2026, with interim data
anticipated in the second half of 2027.
Corporate
•
Completed a $172.5 million public offering, extending expected runway into the fourth quarter of 2028.
•
Announced Mark Eisner, M.D., M.P.H., was appointed to the Jade Board of Directors. Dr. Eisner has more than
25 years of leadership in clinical development and immunology.
Second Quarter 2026 Financial Results
•
Cash Position: As of June 30, 2026, Jade had cash, cash equivalents, and investments of
$461.2 million. Based on its current operating plans, Jade believes that its existing cash, cash equivalents and investments will enable it to fund its operating expenses and capital expenditure requirements into the fourth quarter of 2028.
Page 2
•
Research and Development (R&D) expenses: R&D expenses were $50.1 million for the second
quarter ended June 30, 2026 and included $10.6 million in stock-based compensation expense. R&D expenses were $22.5 million for the quarter ended June 30, 2025 and included $2.6 million in stock-based compensation
expense. R&D expenses increased primarily due to increased costs around chemistry, manufacturing and controls, clinical activity, one-time development milestone payments, and personnel-related costs and
related stock-based compensation expense.
•
General and Administrative (G&A) expenses: G&A expenses were $8.9 million for the second
quarter ended June 30, 2026 and included $3.0 million in stock-based compensation expense. G&A expenses were $5.2 million for the quarter ended June 30, 2025 and included $1.4 million in stock-based compensation expense.
The increase in G&A expenses was primarily due to higher personnel-related costs and related stock-based compensation expense.
•
Net loss: Net loss totaled $55.8 million for the second quarter ended June 30, 2026, compared to
$32.1 million for the quarter ended June 30, 2025. Net loss increased primarily due to higher R&D and G&A expenses, as described above.
•
Shares Outstanding: As of June 30, 2026, Jade had approximately 83,893,254 shares of common stock and
common stock equivalents outstanding, including shares underlying pre-funded warrants and non-voting convertible preferred stock.
About Jade Biosciences, Inc.
Jade Biosciences is a
clinical-stage biotechnology company focused on developing best-in-class therapies that address critical unmet needs in autoimmune diseases. Jade’s lead candidate,
JADE101, targets the cytokine APRIL, and is currently being evaluated for the treatment of immunoglobulin A nephropathy. Jade’s pipeline also includes JADE201, an afucosylated anti-BAFF-R monoclonal
antibody, as well as JADE301, an anti-IFN-ß monoclonal antibody. Jade was launched based on assets licensed from Paragon Therapeutics, an antibody discovery engine founded by Fairmount. For more
information, visit JadeBiosciences.com and follow the Company on LinkedIn.
Forward-Looking Statements
Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning
of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied
statements relating to Jade’s expectations, hopes, beliefs, intentions or strategies regarding the future of its pipeline and business including, without limitation: Jade’s ability to achieve the expected benefits or opportunities with
respect to JADE101, JADE201 and JADE301 and their best-in-class potential; the potential markets for Jade’s product candidates; the expected timeline for the
availability of interim data from the Phase 2 clinical trial of JADE101; Jade’s plans to conduct a Phase 3 clinical trial of JADE101, the design and timing thereof and Jade’s expectations that such trial will serve as a registrational
study; Jade’s proposed dosing strategy for JADE101; projected or simulated pharmacodynamic outcomes, including steady-state IgA reductions; the expected timelines for the initiation of the Phase 1 clinical trial of JADE301 and for the
availability of interim data from the Phase 1 clinical trials of JADE201 and JADE301; expectations regarding the type of data anticipated to be received from the Phase 1 clinical trial of JADE201; the
Page 3
potential therapeutic uses, efficacy, durability, safety profiles, and dosing of JADE101, JADE201 and JADE301; the anticipated use of net proceeds from the referenced public offering; and the
potential for Jade’s cash runway to extend into the fourth quarter of 2028. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,”
“strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations
of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and
their potential effects. There can be no assurance that future developments affecting Jade will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Jade’s
control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: interim results
of a clinical trial are not necessarily indicative of final results and one or more of the outcomes may materially change following more comprehensive reviews of the data, as follow-up on the outcome of any
particular participant continues and as more participant or final data becomes available; modeled and predicted data for JADE101 may not be realized in actual clinical studies; the ongoing and planned clinical trials of JADE101, JADE201 and JADE301
and any other clinical trials may be delayed or may not demonstrate desirable efficacy or predicted performance; Jade’s planned JADE101 Phase 3 clinical trial may be delayed based on FDA feedback or requirements, as the FDA retains broad
discretion to require additional clinical data for any product candidate prior to the conduct of a Phase 3 clinical trial or submission for regulatory approval; even if such Phase 3 trial is successful, it may not support regulatory approval;
adverse events and safety signals may occur; Jade may experience unanticipated costs, difficulties or delays in the product development process; Jade’s product candidates may be delayed to a point where they are not commercially viable;
clinical trial start up, enrollment or regulatory challenges may occur; challenges associated with Jade’s dependence on third-party vendors for the development, manufacture and supply of its product candidates may occur; Jade may use its
capital resources sooner than expected; and the other risks, uncertainties and factors more fully described in Jade’s most recent filings with the Securities and Exchange Commission (including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026). Should one or more of these risks or uncertainties materialize, or should any of Jade’s assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by
reference to the cautionary statements herein. Jade does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements, except as required by law. This communication does not purport to summarize all
of the conditions, risks and other attributes of an investment in Jade.
Jade Biosciences Contact
Priyanka Shah
Media@JadeBiosciences.com
IR@JadeBiosciences.com
908-447-6134
Page 4
JADE BIOSCIENCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
June 30,
2026
December 31,
2025
Cash, cash equivalents and investments
$
461,205
$
336,158
Other assets
10,908
13,623
Total assets
$
472,113
$
349,781
Total liabilities
$
32,198
$
17,263
Total stockholders’ equity
439,915
332,518
Total liabilities and stockholders’ equity
$
472,113
$
349,781
JADE BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share amounts)
Three Months
Ended
June 30, 2026
Three Months
Ended
June 30, 2025
Six Months
Ended
June 30, 2026
Six Months
Ended
June 30, 2025
Operating expenses
Research and development(1)
$
50,065
$
22,547
$
86,118
$
42,570
General and administrative(2)
8,851
5,231
16,243
8,592
Total operating expenses
58,916
27,778
102,361
51,162
Loss from operations
(58,916
)
(27,778
)
(102,361
)
(51,162
)
Other income (expense):
Interest income
3,228
1,828
6,330
2,443
Change in fair value of Convertible Notes
payable(3)
—
(6,184
)
—
(21,584
)
Other expense
(62
)
—
(71
)
—
Total other income (expense), net
3,166
(4,356
)
6,259
(19,141
)
Net loss before income tax expense
(55,750
)
(32,134
)
(96,102
)
(70,303
)
Income tax expense
(15
)
—
(31
)
—
Net loss
(55,765
)
(32,134
)
(96,133
)
(70,303
)
Other comprehensive income (loss):
Currency translation adjustment
$
(73
)
$
(24
)
$
(71
)
$
(24
)
Unrealized loss on investments
$
(245
)
$
—
$
(718
)
$
—
Comprehensive loss
$
(56,083
)
$
(32,158
)
$
(96,922
)
$
(70,327
)
Net loss per share attributable to common stockholders, basic and diluted
$
(0.76
)
$
(0.86
)
$
(1.33
)
$
(3.45
)
Net loss per share attributable to Series A non-voting
convertible preferred stockholders, basic and diluted
$
(756.93
)
$
(863.46
)
$
(1,334.34
)
$
(3,450.78
)
Weighted-average shares used in computing net loss per share attributable to common stockholders,
basic and diluted
61,050,775
28,431,158
59,423,013
15,932,206
Weighted-average shares used in computing net loss per share attributable to Series A non-voting convertible preferred stockholders, basic and diluted
12,622
8,781
12,622
4,439
(1)
Includes related party amounts of $13.0 million and $17.3 million for the three and six months ended
June 30, 2026, respectively, and $3.9 million and $11.7 million for the three and six months ended June 30, 2025, respectively.
(2)
Includes no related party amount for the three months ended June 30, 2026 and $0.2 million for the
six months ended June 30, 2026. Includes related party amounts of $0.1 million for each of the three and six months ended June 30, 2025, respectively.
(3)
Includes no related party amounts for the three and six months ended June 30, 2026 and $1.3 million
and $4.6 million for the three and six months ended June 30, 2025, respectively.
Page 5
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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Balance Type:
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Period Type:
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X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
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Balance Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
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Namespace Prefix:
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Balance Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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