Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Jade Biosciences, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
008064206 (CUSIP Number) |
Ms. Erin O'Connor Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA, 19428 (267) 262-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/05/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 008064206 |
| 1 |
Name of reporting person
Fairmount Funds Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,069,494.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The securities (a) include (i) 1,897,677 shares of common stock, $0.0001 par value per share (the "Common Stock") and 9,516,000 shares of Common Stock issuable upon conversion of 9,516 shares of Series A non-voting convertible preferred stock, par value $0.0001 per share (the "Series A Preferred Stock"), directly held by Fairmount Healthcare Fund II L.P., a Delaware limited partnership ("Fund II"), and (ii) 2,655,817 shares of Common Stock directly held by Fairmount Healthcare Co-Invest IV L.P., a Delaware limited partnership ("Co-Invest"), and (b) exclude (i) 5,790,206 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and (ii) 3,106,000 shares of Common Stock issuable upon conversion of 3,106 shares of Series A Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series A Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series A Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission registered investment adviser under the Investment Advisers Act of 1940 ("Fairmount"), and its affiliates beneficially own 9.0% or less of the C
ommon Stock, the beneficial ownership limitation with respect to the Series A Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 70,384,984 shares of Common Stock outstanding as of June 5, 2026, consisting of (i) 60,845,967 shares of Common Stock outstanding as of June 5, 2026, as reported in the Company's final prospectus supplement filed pursuant to Rule 424(b)(5) dated June 3, 2026, (ii) 23,017 shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons and (iii) the 9,516,000 shares of Common Stock underlying the 9,516 shares of Series A Preferred Stock owned by the Reporting Persons, subject to the beneficial ownership limitation.
SCHEDULE 13D
|
| CUSIP No. | 008064206 |
| 1 |
Name of reporting person
Fairmount Healthcare Fund II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,413,677.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.22 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities (a) include 1,897,677 shares of Common Stock and 9,516,000 shares of Common Stock issuable upon conversion of 9,516 Series A Preferred Stock held directly by Fund II, and (b) exclude 5,790,206 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and 3,106,000 shares of Common Stock issuable upon conversion of 3,106 shares of Series A Preferred Stock. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series A Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series A Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series A Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 70,384,984 shares of Common Stock outstanding as of June 5, 2026, consisting of (i) 60,845,967 shares of Common Stock outstanding as of June 5, 2026, as reported in the Company's final prospectus supplement filed pursuant to Rule 424(b)(5) dated June 3, 2026, (ii) 23,017 shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons and (iii) the 9,516,000 shares of Common Stock underlying the 9,516 shares of Series A Preferred Stock owned by the Reporting Persons, subject to the beneficial ownership limitation.
SCHEDULE 13D
|
| CUSIP No. | 008064206 |
| 1 |
Name of reporting person
Fairmount Healthcare Co-Invest IV L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,655,817.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities include 2,655,817 shares of Common Stock held directly by Co-Invest. Row 13 is based on 60,845,967 shares of Common Stock outstanding as of June 5, 2026, as reported in the Company's final prospectus supplement filed pursuant to Rule 424(b)(5) dated June 3, 2026.
SCHEDULE 13D
|
| CUSIP No. | 008064206 |
| 1 |
Name of reporting person
Peter Evan Harwin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,069,494.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The information in the "Comments" to the cover page for Fairmount Funds Management LLC above is hereby incorporated by reference.
SCHEDULE 13D
|
| CUSIP No. | 008064206 |
| 1 |
Name of reporting person
Tomas Kiselak | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SLOVAKIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,063,511.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The securities include (a) 23,017 shares of Common Stock issuable upon the exercise of options that are currently exercisable or will be exercisable within 60 days of the date of this filing held directly by Mr. Kiselak*, (b) Fund II's direct holdings of (i) 1,897,677 shares of Common Stock and (ii) 9,487,000 shares of Common Stock issuable upon conversion of 9,487 shares of Series A Preferred Stock held directly by Fund II, and (c) Co-Invest's direct holdings of 2,655,817 shares of Common Stock. The securities exclude (i) 5,790,206 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and (ii) 3,135,000 shares of Common Stock issuable upon conversion of 3,135 shares of Series A Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series A Preferred Stock is subject to a beneficial ownership limitation of 19.99%. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series A Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 70,355,984 shares of Common Stock outstanding as of June 5, 2026, consisting of (i) 60,845,967 shares of Common Stock outstanding as of June 5, 2026, as reported in the Company's final prospectus supplement filed pursuant to Rule 424(b)(5) dated June 3, 2026, (ii) 23,017 shares underlying options that are currently exercisable or will be exercisable within 60 days of the date of this filing by the Reporting Persons and (iii) the 9,487,000 shares of Common Stock underlying the 9,487 shares of Series A Preferred Stock owned by the Reporting Persons, subject to the beneficial ownership limitation. * Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the options for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Jade Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
221 Crescent Street, Building 23, Suite 105, Waltham,
MASSACHUSETTS
, 02453. | |
Item 1 Comment:
This Amendment No. 2 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on May 1, 2025 and Amendment No. 1 on October 8, 2025 (as amended, the "Statement" or the "Schedule 13D") by the Reporting Persons with respect to the Common Stock of the Company. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. This Amendment No. 2 is being filed solely to report the Reporting Persons' entry into a lock-agreement with the Company in connection with the Company's underwritten public offering; the number of shares of Common Stock, Pre-Funded Warrants, and Series A Preferred Stock beneficially owned by the Reporting Persons has not changed since Amendment No. 1 to the Statement, filed on October 8, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 2 is incorporated by reference herein. The Reporting Persons' securities (a) include (i) 1,897,677 shares of Common Stock and 9,487,000 shares of Common Stock issuable upon conversion of 9,487 shares of Series A Preferred Stock, directly held by Fund II, and (ii) 2,655,817 shares of Common Stock directly held by Co-Invest, and (b) exclude (i) 5,790,206 shares of Common Stock issuable upon exercise of Pre-Funded Warrants and (ii) 3,135,000 shares of Common Stock issuable upon conversion of 3,135 shares of Series A Preferred Stock, in each case directly held by Fund II. The exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock and the conversion of the Series A Preferred Stock is subject to a beneficial ownership limitation of 19.99%. The securities exclude shares of Common Stock issuable upon exercise of Pre-Funded Warrants and conversion of shares of Series A Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock, the beneficial ownership limitation with respect to the Series A Preferred Stock will automatically reduce to 9.99%. | |
| (b) | The information in rows 7 through 10 of each of the cover pages of this Amendment No. 2 is incorporated by reference herein. | |
| (c) | On April 29, 2026, Mr. Kiselak's stock options to purchase 23,017 shares of Common Stock at an exercise price of $10.14 per share, received as compensation for his service as a director of the Company, vested in full and became exercisable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Lock-Up Agreement In connection with the Company's underwritten public offering of common stock that closed on June 5, 2026, the Reporting Persons entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with Jefferies LLC, TD Securities (USA) LLC, and UBS Securities LLC, acting as the representatives of the underwriters (collectively, the "Representatives") to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, the Reporting Persons agreed to refrain from selling shares of the Company's securities without the consent of the Representatives, and other customary lock-up conditions, for a period of 60 days following the date of the final prospectus supplement for the offering. The Reporting Persons did not purchase any securities of the Company or otherwise participate in the offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Lock-Up Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Reporting Persons' Schedule 13D filed with the SEC on October 8, 2025). 99.2 Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 of the Company's Form 8-K filed with the SEC on June 4, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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