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): July 15, 2021

AEROVATE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Aerovate Therapeutics, Inc.

200 Berkeley Street, Floor 18, Boston, Massachusetts 02116

(Address of principal executive offices, including zip code)

(617) 443-2400

(Registrant’s telephone number, including area code)

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

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  x

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Aerovate Therapeutics, Inc. (the “Company”), the Board appointed Allison Dorval as a member of the Board, effective as of July 15, 2021 (the “Effective Date”). Ms. Dorval will serve as a Class II director until her term expires at the 2023 annual meeting of stockholders at which time she will stand for election by the Company’s stockholders. The Board determined that Ms. Dorval is independent under the listing standards of the Nasdaq Global Market.

Ms. Dorval was also appointed to serve as chair of the Audit Committee of the Board (the “Audit Committee”). The Board has determined that Ms. Dorval meets the requirements for independence of audit committee members under the applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended, and also qualifies as an “audit committee financial expert” within the meaning of applicable Securities and Exchange Commission regulations. In connection with Ms. Dorval’s appointment, as of the Effective Date, Joshua Resnick, M.D. resigned as a member of the Audit Committee, and Maha Katabi, Ph.D. resigned as chair of the Audit Committee. Dr. Katabi will continue to serve as a member of the Audit Committee. Effective as of Effective Date, the Audit Committee is composed of Ms. Dorval, Dr. Katabi and Mr. Iwicki, and is chaired by Ms. Dorval. The composition of the Compensation Committee and the Nominating and Corporate Governance Committee remains unchanged.

As a non-employee director, Ms. Dorval will receive cash compensation and an equity award for her Board service in accordance with the Company’s Non-Employee Director Compensation Policy. Ms. Dorval is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Dorval and any other persons pursuant to which she was selected as a director. In addition, Ms. Dorval has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

On July 19, 2021, the Company issued a press release announcing Ms. Dorval’s appointment to the Board. A copy of this press release is filed as Exhibit 99.1 to this report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.