Correspondence 0001104659-25-027001 from Jade Biosciences, Inc. (JBIO)
Jade Biosciences, Inc.
Date: March 24, 2025 · CIK: 0001798749 · Accession: 0001104659-25-027001
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283562
Referenced dates: March 21, 2025
Letter
Goodwin Procter llp
The New York Times Building
620 Eighth Avenue
New York, NY 10018
goodwinlaw.com
+1 212 813 8800
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Jessica Dickerson, Chris Edwards, Tara Harkins and Sasha Parikh
Re: Aerovate Therapeutics, Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed March 14, 2025
File No. 333-283562
Ladies and Gentlemen,
On behalf of Aerovate Therapeutics, Inc. (the " Company "), we are submitting this letter to the Securities and Exchange Commission (the " SEC ") via EDGAR in response to the comment letter from the staff of the SEC (the " Staff "), dated March 21, 2025 (the " Comment Letter "), pertaining to the Company's above-referenced Amendment No. 3 to Registration Statement on Form S-4/A (the " Third Amended Registration Statement "). In connection with such responses, the Company is concurrently filing Amendment No. 4 to the Registration Statement (the " Fourth Amended Registration Statement ").
For your convenience, the Staff's comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Fourth Amended Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Fourth Amended Registration Statement.
Amendment No. 3 to Registration Statement on Form S-4
Jade Management's Discussion and Analysis of Financial Condition and Results of Operations
Stock-Based Compensation, page 346
1. Please address the following regarding the stock options and restricted stock units granted by Jade:
· Revise to provide a tabular presentation or revise your table on pages 186-187 to provide the grant date, number of options or restricted stock units granted, exercise price, valuation of common stock used, compensation expense recognized for all options and restricted stock units granted.
Securities and Exchange Commission
March 24, 2025
Page 2
· Tell us and revise your disclosure to explain how the valuation used compares to the exchange ratio of the merger.
· Tell us and revise your disclosure to address how the valuation process considered the common control nature of the relationship between Jade and Paragon at the time of the grant. Further, explain how the valuation considered eventual conclusion of the overall plan of licensing of JADE-001, JADE-002 and JADE- 003 between related parties.
Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 346–349 of the Fourth Amended Registration Statement in response to the Staff's comment.
*****
Please contact the undersigned at (212) 813-8800 or via email at eoconnor@goodwinlaw.com if you have any questions with respect to the foregoing.
Very truly yours,
/s/ Edwin M. O'Connor
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CORRESP 1 filename1.htm Goodwin Procter llp The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.com +1 212 813 8800 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Jessica Dickerson, Chris Edwards, Tara Harkins and Sasha Parikh Re: Aerovate Therapeutics, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed March 14, 2025 File No. 333-283562 Ladies and Gentlemen, On behalf of Aerovate Therapeutics, Inc. (the " Company "), we are submitting this letter to the Securities and Exchange Commission (the " SEC ") via EDGAR in response to the comment letter from the staff of the SEC (the " Staff "), dated March 21, 2025 (the " Comment Letter "), pertaining to the Company's above-referenced Amendment No. 3 to Registration Statement on Form S-4/A (the " Third Amended Registration Statement "). In connection with such responses, the Company is concurrently filing Amendment No. 4 to the Registration Statement (the " Fourth Amended Registration Statement "). For your convenience, the Staff's comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Fourth Amended Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Fourth Amended Registration Statement. Amendment No. 3 to Registration Statement on Form S-4 Jade Management's Discussion and Analysis of Financial Condition and Results of Operations Stock-Based Compensation, page 346 1. Please address the following regarding the stock options and restricted stock units granted by Jade: · Revise to provide a tabular presentation or revise your table on pages 186-187 to provide the grant date, number of options or restricted stock units granted, exercise price, valuation of common stock used, compensation expense recognized for all options and restricted stock units granted. Securities and Exchange Commission March 24, 2025 Page 2 · Tell us and revise your disclosure to explain how the valuation used compares to the exchange ratio of the merger. · Tell us and revise your disclosure to address how the valuation process considered the common control nature of the relationship between Jade and Paragon at the time of the grant. Further, explain how the valuation considered eventual conclusion of the overall plan of licensing of JADE-001, JADE-002 and JADE- 003 between related parties. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 346–349 of the Fourth Amended Registration Statement in response to the Staff's comment. ***** Please contact the undersigned at (212) 813-8800 or via email at eoconnor@goodwinlaw.com if you have any questions with respect to the foregoing. Very truly yours, /s/ Edwin M. O'Connor Edwin M. O'Connor, Esq. Goodwin Procter LLP cc: Timothy Noyes, Aerovate Therapeutics, Inc. George Eldridge, Aerovate Therapeutics, Inc. Tevia K. Pollard, Esq., Goodwin Procter LLP Alicia M. Tschirhart, Esq . , Goodwin Procter LLP Ryan A. Murr, Gibson, Dunn & Crutcher LLP Branden C. Berns, Gibson, Dunn & Crutcher LLP