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SUBSEQUENT EVENT
3 Months Ended
Mar. 31, 2025
SUBSEQUENT EVENT  
SUBSEQUENT EVENT

(9) SUBSEQUENT EVENT

In connection with the Merger, on April 9, 2025, the Company’s board of directors declared a special cash dividend (the “Cash Dividend”). The Cash Dividend will be an aggregate of $69.6 million, or an estimated $2.40 per share, payable in cash to the Company’s stockholders of record as of April 25, 2025. The estimated per share dividend is based on 28,985,019 shares of the Company’s common stock outstanding. The payment date in respect of the Cash Dividend is scheduled for April 28, 2025, and payment is conditioned upon the Closing.

On April 16, 2025, the Company held a special meeting in lieu of the annual meeting of Aerovate stockholders (the “Special Meeting”), at which the Company’s stockholders voted on the proposals relating to the Merger. The proposals are described in detail in the Company’s definitive proxy statement/prospectus filed on Form S-4 with the SEC, most recently amended on March 24, 2025 and declared effective on March 25, 2025 and first mailed to the Company’s stockholders on March 25, 2025. All proposals presented at the Special Meeting were approved by the Company’s stockholders, including (i) an amendment to the Company’s second amended and restated certificate of incorporation (the “Charter”) to effect a reverse stock split of the Company’s issued and outstanding common stock, contingent upon closing of the Merger, at a ratio determined by the Company’s board of directors and agreed to by Jade, of one new share of Company common stock for every 20 to 120 shares (or any number in between) of outstanding Company common stock (the “Reverse Stock Split Proposal”), and (ii) an amendment to the Charter to increase the number of shares of Company common stock that the Company is authorized to issue from 150,000,000 to 300,000,000 shares (the “Share Increase Proposal”).

Following the Special Meeting, the Company’s board of directors approved the reverse stock split of the Company’s issued and outstanding common stock at a final ratio, agreed to by Jade, of 1-for-35 shares of Company common stock (the “Reverse Stock Split”). Prior to the closing of the Merger, the Company will file a certificate of amendment to the Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and the increase of authorized common stock in accordance with the Share Increase Proposal.