Atlas Venture Fund XII, L.P. → Aerovate Therapeutics, Inc. JBIO

On October 30, 2024, Aerovate, entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Aerovate, Caribbean Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Aerovate ("Merger Sub I"), Caribbean Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Aerovate ("Merger Sub II" and together with Merger Sub I, "Merger Subs"), and Jade Biosciences, Inc., a Delaware corporation ("Jade"), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, among other things, Merger Sub I would merge with and into Jade, with Jade surviving the merger as the surviving corporation (the "First Merger"), and as part of the same overall transaction, Jade would merge with and into Merger Sub II, with Merger Sub II continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger (the "Second Merger" and together with the First Merger, the "Merger"). On April 16, 2025, Aerovate held a special meeting in lieu of the annual meeting of Aerovate stockholders at which Aerovate's stockholders approved the Merger, along with a reverse stock split of Aerovate's common stock to be effected at the discretion of the Aerovate Board of Directors (the "Board") within the parameters approved by Aerovate's stockholders. On April 28, 2025, the reverse stock split was effected at a ratio of 1-for-35. Immediately thereafter, on April 28, 2025, the Merger closed. The Reporting Persons are filing this Amendment to Statement on Schedule 13D to report the dilution of their beneficial ownership by virtue of the completion of the Merger.