Names of Reporting Persons.

RA Capital Management, L.P.

Names of Reporting Persons.

Peter Kolchinsky

Names of Reporting Persons.

Rajeev Shah

Names of Reporting Persons.

RA Capital Healthcare Fund, L.P.

This Schedule 13D relates to the shares of common stock, $0.0001 par value per share (“Common Stock”), of Aerovate Therapeutics, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 200 Berkeley Street, Floor 18 Boston, MA 02116.

The Reporting Persons acquired beneficial ownership of the shares of the Common Stock in the transactions and at the prices described in Item 5(c). Prior to the Issuer’s initial public offering (the “IPO”), the Reporting Persons caused the Fund, the Account, and the Nexus Fund to purchase equity interests in the Issuer, and those interests automatically converted into 5,236,801 shares of Common Stock immediately upon completion of the IPO along with 241,467 shares of Common Stock initially purchased in August of 2018. The Fund also purchased 2,785,714 shares of Common Stock from the underwriters of the IPO. All purchases were for cash and were funded by working capital of the Fund, the Account, and the Nexus Fund.

The Reporting Persons acquired the Common Stock reported herein for investment purposes and not with an intent, purpose or effect of changing control of the Issuer. Although the Reporting Persons currently have no plan or proposal to acquire any additional Common Stock or to dispose of any of the Common Stock reported herein, the Reporting Persons may acquire additional Common Stock from time to time or dispose of Common Stock they beneficially own, consistent with their investment purposes and in amounts to be determined by the Reporting Persons based upon a number of factors, including, without limitation, their ongoing assessment of the Issuer's business prospects, prevailing market conditions, the availability of other investment opportunities, and/or other considerations.

In addition, consistent with their investment purpose, the Reporting Persons may engage in communications with persons associated with the Issuer, including shareholders of the Issuer, officers of the Issuer and/or members of the board of directors of the Issuer, to discuss matters regarding the Issuer, including but not limited to its operations and strategic direction. Josh Resnick, a Managing Director of RA Capital, currently serves as a director of the Issuer and therefore will engage in regular discussions with the Issuer’s board of directors and management as part of his duties as a director.

The Reporting Persons have no plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

The Reporting Persons may, however, change their purpose and formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.

Lock-up Agreement

The shares reported on this Schedule 13D are subject to a lock-up agreement (the “Lock-Up Agreement”), as referenced in the Issuer’s prospectus filed with the SEC on June 30, 2021. Pursuant to Lock-Up Agreement, the Fund, the Nexus Fund and the Account may not dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of such prospectus continuing through the date 180 days thereafter, subject to certain exceptions. The representatives of the underwriters in the offering made pursuant to such prospectus may, in their sole discretion, permit early release of shares subject to the lock-up agreements.

Investor Rights Agreement

On August 5, 2020, the Issuer, the Fund, the Nexus Fund, the Account and certain other parties entered into an investors’ rights agreement (the “Investor Rights Agreement”). Beginning 180 days after the effectiveness of the Issuer’s registration statement filed in connection with its initial public offering, the Investor Rights Agreement provides the Fund, the Nexus Fund, the Account and other parties thereto with certain demand and piggyback registration rights, including shelf registration rights, in respect of the shares of Common Stock issued to it upon conversion of the Preferred Shares, subject to certain conditions. The stockholders may only require a total of two registration statements on Form S-1 and two registrations on Form S-3 in a 12-month period.  The registration rights will expire, with respect to any particular holder, the earlier of the closing of a deemed liquidation event (as defined in the Issuer’s existing amended and restated certificate of incorporation) or, as to any holder of registrable securities, at such time after the offering when all of such holder’s shares may be sold without restriction pursuant to Rule 144 within a three month period.

 The Investor Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify the Fund, the Nexus Fund, the Account and other parties in the event of material misstatements or omissions in the registration statement attributable to the Issuer or any violation or alleged violation whether by action or inaction by the Issuer under certain securities laws and each of the Fund, the Nexus Fund, the Account are obligated to indemnify the Issuer for material misstatements or omissions in the registration statement attributable to such party.

The description of the Investor Rights Agreement contained in this Item 6 is qualified in its entirety by reference to the full text of the agreement (incorporated by reference to Exhibit 4.2 to the Issuer’s Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-256949)).

Exhibit 1    Joint Filing Agreement

Exhibit 2    Form of Lock-up Agreement (incorporated by reference to Exhibit A of Exhibit 1.1 to the Issuer’s Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-256949))

Exhibit 3    Amended and Restated Investors’ Rights Agreement (incorporated by reference to Exhibit 4.2 to the Issuer’s Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-256949))

Account.

12/30/19

270,423 Convert Prom Note 6% (12/30/21)

Purchase

$1.00

Account.

07/13/20

270,423 Convert Prom Note 3% (10/31/20)

Purchase

$1.00

Account.

08/05/20

59,216 Series A Preferred

Convert

$4.703745213

Account.

08/05/20

31,494 Series A Preferred

Convert

$5.879682632

Account.

02/01/21

27,720 Series A Preferred

Purchase

$5.879677498

Account.

06/04/21

192,742 Series A Preferred

Purchase

$5.879677498

Account.

07/02/21

311,170 Common Stock

Convert

(1)