Основная статистика
| CIK | 1817713 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Janux Therapeutics, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 7, 2025 |
Employment Agreement, by and between the Registrant and Janeen Doyle, dated May 14, 2025. Exhibit 10.1 April 8, 2025 Janeen Doyle Re: Employment Terms Dear Janeen: Janux Therapeutics, Inc. (the "Company") is pleased to offer you employment anticipated to begin on or around May 12, 2025 (the "Start Date"). Position Your initial position will be Chief Corporate and Business Development Officer, responsible for performing such duties as are assigned to you from time to time, reporting to |
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| August 7, 2025 |
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): August 7, 2025 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| August 7, 2025 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports Second Quarter 2025 Financial Results and Business Highlights • R&D Day highlighted TRACTr, TRACIr, and ARM pipeline progress and best-in-class potential of novel bispecific ARM platform for autoimmune diseases • Enrollment ongoing for JANX007 and JANX008 • Updates on JANX007 and JANX008 expected in the second half of 2025 • First patient dosed in lead colla |
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| June 13, 2025 |
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): June 11, 2025 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 2025 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| May 8, 2025 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports First Quarter 2025 Financial Results and Business Highlights • Phase 1b expansion study initiated with JANX007 in taxane-naïve mCRPC patients • Updated JANX007 data from Phase 1a dose escalation support initiation of Phase 1b dose expansion • Enrollment ongoing for JANX007 and JANX008 • Updates on JANX007 and JANX008 expected in the second half of 2025 • $1. |
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| May 8, 2025 |
Amended and Restated Non-Employee Director Compensation Policy. Exhibit 10.1 Janux Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Janux Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compens |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 25, 2025 |
Table of Contents 90 c UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Janux Therapeutics, Inc. Insider Trading Policy Exhibit 19.1 JANUX THERAPEUTICS, INC. INSIDER TRADING POLICY Persons Covered This Insider Trading Policy of Janux Therapeutics, Inc. (the “Company”) applies to all directors, officers, other employees and consultants of the Company and any subsidiaries. It also applies to their family members who reside with them, anyone else who lives in their households and any family members who do not live in |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-404 |
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| February 27, 2025 |
Exhibit 10.12 April 24, 2023 Zachariah McIver Re: Employment Terms Dear Zachariah: Janux Therapeutics, Inc. (the “Company”) is pleased to offer you employment anticipated to begin on or around June 5, 2023 (the “Start Date”). Position Your initial position will be Vice President of Clinical Development, PSMA Global Clinical Lead, responsible for performing such duties as are assigned to you from t |
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| February 27, 2025 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Business Highlights • Recently presented positive Phase 1 clinical trial data for PSMA-TRACTr JANX007 in mCRPC • Enrollment ongoing for JANX007 and JANX008 • Update on JANX007 and JANX008 data is anticipated in 2025 • R&D Day is anticipated in 2025 to disclose new programs moving toward the clinic • $1. |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 27, 2025 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 27, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Janux Therapeutics, Inc. |
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| February 12, 2025 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The unders |
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| December 5, 2024 |
Exhibit 4.1 JANUX THERAPEUTICS, INC. FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ] (subject to adjustment) Original Issue Date: [ ], 2024 Warrant No. [ ] Janux Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its reg |
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| December 5, 2024 |
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): December 4, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 5, 2024 |
Exhibit 99.2 Janux Therapeutics Announces Pricing of $350.0 Million Underwritten Public Offering of Common Stock and Pre-Funded Warrants December 4, 2024 SAN DIEGO – Janux Therapeutics, Inc. (Nasdaq: JANX) (Janux), a clinical-stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (TRACTr) and |
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| December 5, 2024 |
5,317,460 Shares of Common Stock Pre-Funded Warrants to Purchase 238,095 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279196 PROSPECTUS SUPPLEMENT (to Prospectus dated May 8, 2024) 5,317,460 Shares of Common Stock Pre-Funded Warrants to Purchase 238,095 Shares of Common Stock We are offering 5,317,460 shares of our common stock at a purchase price of $63.00 per share, and in lieu of offering shares of our common stock to certain investors tha |
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| December 5, 2024 |
Janux Therapeutics Announces Proposed Public Offering Exhibit 99.1 Janux Therapeutics Announces Proposed Public Offering December 3, 2024 SAN DIEGO – Janux Therapeutics, Inc. (Nasdaq: JANX) (Janux), a clinical-stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (TRACTr) and Tumor Activated Immunomodulator (TRACIr) platforms, today announced t |
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| December 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Janux Therapeutics, Inc. |
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| December 5, 2024 |
Exhibit 1.1 JANUX THERAPEUTICS, INC. (a Delaware corporation) 5,317,460 Shares of Common Stock and Pre-Funded Warrants to Purchase 238,095 Shares of Common Stock UNDERWRITING AGREEMENT Dated: December 4, 2024 JANUX THERAPEUTICS, INC. (a Delaware corporation) 5,317,460 Shares of Common Stock and Pre-Funded Warrants to Purchase 238,095 Shares of Common Stock UNDERWRITING AGREEMENT December 4, 2024 B |
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| December 3, 2024 |
Subject to Completion, dated December 3, 2024 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279196 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| December 2, 2024 |
Exhibit 99.1 Janux Announces Doses Selected for Phase 1b Expansion Trials Supported by Encouraging Efficacy and Safety Profile Observed in Phase 1a Dose Escalation for JANX007 in mCRPC • Emerging JANX007 data demonstrated substantial clinical activity in 5L mCRPC patients, supporting clinical development plan directed at pre-PLUVICTO® 2L / 3L patients • In 16 patients JANX007 displayed: o High PSA |
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| December 2, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 2, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 2, 2024 |
Creating Transformative Medicines to Improve Patients’ Lives Program Updates December 2, 2024 Exhibit 99. |
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| November 14, 2024 |
SC 13G/A 1 sc13ga207422janx11142024.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 Janux Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par |
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| November 14, 2024 |
JANX / Janux Therapeutics, Inc. / Campbell David Alan - SC 13G/A Passive Investment SC 13G/A 1 d846761dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Janux Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47103J 105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| November 14, 2024 |
JANX / Janux Therapeutics, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm2427061d12sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (the “Shares” |
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| November 8, 2024 |
JANX / Janux Therapeutics, Inc. / Avalon Ventures XI, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm2427977d2sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 47103J 105 (CUSIP Number) Jay Lichter, Ph.D. Avalon Ventures 1134 Kline Street La Jolla, California 92037 (858) 348-2180 (Na |
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| November 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 6, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 6, 2024 |
Exhibit 10.1 August 2, 2024 Tighe Reardon Re: Transition and Consulting Agreement Dear Tighe: This letter sets forth the substance of the transition and consulting agreement (the “Agreement”) that Janux Therapeutics, Inc. (the “Company”) is offering to you. 1. Resignation Date. Pursuant to your voluntary resignation, which the Company hereby accepts, your last day of engagement as the Company’s Ac |
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| November 6, 2024 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports Third Quarter 2024 Financial Results and Business Highlights • Enrollment ongoing for PSMA-TRACTr (JANX007) in prostate cancer and EGFR-TRACTr (JANX008) in solid tumors • Update on JANX007 data and doses selected for expansion cohorts is anticipated in 2024 • $658.0 million in cash and cash equivalents and short-term investments at end of third quarter 2024 |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| November 4, 2024 |
JANX / Janux Therapeutics, Inc. / Bregua Corp - SC 13G/A Passive Investment SC 13G/A 1 d832507dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Janux Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47103J 105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| October 25, 2024 |
JANX / Janux Therapeutics, Inc. / Avalon Ventures XI, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm2426876d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 47103J 105 (CUSIP Number) Jay Lichter, Ph.D. Avalon Ventures 1134 Kline Street La Jolla, California 92037 (858) 348-2180 (Na |
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| October 25, 2024 |
EX-99.A 2 tm2426876d1ex99a.htm EXHIBIT 99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Janux Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: October 25, 2024 AVALON VENTURES XI, L.P. AVALON |
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| October 23, 2024 |
EX-99.1 2 tm2426437d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d - 1 (k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Janux Therapeutics, Inc., and furt |
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| October 23, 2024 |
JANX / Janux Therapeutics, Inc. / Paradigm Biocapital Advisors LP - SC 13G Passive Investment SC 13G 1 tm2426437d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 47103J105 (CUSIP Number) October 16, 2024 (Date of Event Which Requires Filing of this statement) Check |
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| October 22, 2024 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Janux Therapeutics, Inc. |
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| October 22, 2024 |
Exhibit 1 Joint Filing Agreement EX-99.1 2 tm2426608d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of October 22, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchan |
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| October 22, 2024 |
JANX / Janux Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm2426608d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 3)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 47103J105 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Ko |
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| October 22, 2024 |
JANX / Janux Therapeutics, Inc. / Avalon Ventures XI, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 16, 2024 |
EX-99.A 2 tm2424212d1ex99a.htm EXHIBIT 99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Janux Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: September 16, 2024 AVALON VENTURES XI, L.P. AVALO |
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| September 16, 2024 |
JANX / Janux Therapeutics, Inc. / Avalon Ventures XI, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm2424212d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 47103J 105 (CUSIP Number) Jay Lichter, Ph.D. Avalon Ventures 1134 Kline Street La Jolla, California 92037 (858) 348-2180 (Na |
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| September 16, 2024 |
EX-99.B 3 tm2424212d1ex99b.htm EXHIBIT 99.B Exhibit B STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 12, 2024 (the “Effective Date”), by and among RA Capital Healthcare Fund, L.P., a Delaware limited partnership (the “Purchaser”), on the one hand, and Avalon Ventures XI, L.P., a Delaware limited partnership (“Avalon XI”), Avalon BioVentures I, LP, |
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| September 16, 2024 |
JANX / Janux Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm2424209d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 2)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 47103J105 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Ko |
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| September 16, 2024 |
EX-7 2 tm2424209d1ex7.htm EXHIBIT 7 Exhibit 7 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 12, 2024 (the “Effective Date”), by and among RA Capital Healthcare Fund, L.P., a Delaware limited partnership (the “Purchaser”), on the one hand, and Avalon Ventures XI, L.P., a Delaware limited partnership (“Avalon XI”), Avalon BioVentures I, LP, a Delawa |
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| August 9, 2024 |
JANX / Janux Therapeutics, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47103J105 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VIII LLC OrbiMed Genesis GP LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 |
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| August 9, 2024 |
Exhibit 2 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 2 to the Statement on Schedule 13D, dated July 31. 2024, with respect to the common stock of Janux Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsib |
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| August 9, 2024 |
Exhibit 1 Seller Date of Transaction Transaction Number of Shares Weighted Average Price Per Share BIOG June 3, 2024 Sold 118,683 $55. |
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| August 7, 2024 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports Second Quarter 2024 Financial Results and Business Highlights • Enrollment ongoing for PSMA-TRACTr (JANX007) in prostate cancer and EGFR-TRACTr (JANX008) in solid tumors • Update on JANX007 data and doses selected for expansion cohorts is anticipated in 2H 2024 • Appointed Eric Dobmeier and Natasha Hernday to the Board of Directors • Received $7.5 million de |
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| August 7, 2024 |
Exhibit 10.1 Janux Therapeutics, Inc. 2021 Equity Incentive Plan Adopted by the Board of Directors: June 3, 2021 Approved by the Stockholders: June 4, 2021 Table of Contents Page 1. General. 1 2. Shares Subject to the Plan. 1 3. Eligibility and Limitations. 2 4. Options and Stock Appreciation Rights. 3 5. Awards Other Than Options and Stock Appreciation Rights. 7 6. Adjustments upon Changes in Com |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| August 7, 2024 |
Amended and Restated Non-Employee Director Compensation Policy. Exhibit 10.2 Janux Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Janux Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compens |
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| August 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 7, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 22, 2024 |
Janux Therapeutics Announces Updates to Board of Directors Exhibit 99.1 Janux Therapeutics Announces Updates to Board of Directors • The appointment of Eric Dobmeier and Natasha Hernday to the Board brings extensive operational and business development experience to support corporate and pipeline strategy • Janux also announced the resignation of Jay Lichter, Ph.D., from the Board, and the appointment of current Board member Ronald W. Barrett, Ph.D., as C |
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| July 22, 2024 |
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 19, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 28, 2024 |
Submission of Matters to a Vote of Security Holders 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): June 26, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| June 5, 2024 |
EX-99.A 2 tm2416571d1ex99a.htm EXHIBIT 99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Janux Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Dated: June 5, 2024 AVALON VENTURES XI, L.P. AVALON VENT |
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| June 5, 2024 |
JANX / Janux Therapeutics, Inc. / Avalon Ventures XI, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm2416571d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 47103J 105 (CUSIP Number) Jay Lichter, Ph.D. Avalon Ventures 1134 Kline Street La Jolla, California 92037 (858) 348-2180 (Na |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| May 8, 2024 |
Form of Debt Securities Warrant Agreement and Warrant Certificate. Exhibit 4.12 JANUX THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF JANUX THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between JANUX THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association |
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| May 8, 2024 |
As filed with the Securities and Exchange Commission on May 8, 2024 Table of Contents As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. |
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| May 8, 2024 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports First Quarter 2024 Financial Results and Business Highlights • Enrollment ongoing for PSMA-TRACTr (JANX007) in prostate cancer • Enrollment ongoing for EGFR-TRACTr (JANX008) in solid tumors • Update on JANX007 data and doses selected for expansion cohorts is anticipated in 2H 2024 • $651.8 million in cash and cash equivalents and short-term investments at en |
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| May 8, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Janux Therapeutics, Inc. |
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| May 8, 2024 |
Form of Indenture, between the registrant and one or more trustees to be named. Exhibit 4.8 JANUX THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20[●] Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate |
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| May 8, 2024 |
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): May 7, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 8, 2024 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate. Exhibit 4.11 JANUX THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF JANUX THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between JANUX THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] |
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| May 8, 2024 |
Form of Common Stock Warrant Agreement and Warrant Certificate. Exhibit 4.10 JANUX THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF JANUX THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between JANUX THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existin |
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| April 29, 2024 |
90 c UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 8, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Janux Therapeutics, Inc. |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-404 |
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| March 8, 2024 |
Exhibit 10.14 January 1, 2021 Thomas DiRaimondo Re: Employment Terms Dear Tommy: Janux Therapeutics, Inc. (the "Company") is pleased to offer you employment beginning on January 1, 2021 (the "Start Date"). Position Your initial position will be Director, Research, responsible for performing such duties as are assigned to you from time to time, reporting to the Company's President & CEO. You will p |
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| March 8, 2024 |
As filed with the Securities and Exchange Commission on March 8, 2024 As filed with the Securities and Exchange Commission on March 8, 2024 Registration No. |
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| March 8, 2024 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Business Highlights • Recently presented positive Phase 1 clinical trial data for PSMA-TRACTr JANX007 in mCRPC and for EGFR-TRACTr JANX008 in solid tumors • Enrollment ongoing for JANX007 and JANX008 • Update on JANX007 data and doses selected for expansion cohorts is anticipated in 2H 2024 • $344.0 mil |
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| March 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 8, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 8, 2024 |
Amended and Restated Non-Employee Director Compensation Policy. Exhibit 10.5 Janux Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Janux Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compens |
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| March 8, 2024 |
Janux Therapeutics, Inc. Incentive Compensation Recoupment Policy. Exhibit 10.22 Janux Therapeutics, Inc. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Janux Therapeutics, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Polic |
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| March 6, 2024 |
JANX / Janux Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 1)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 47103J105 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Name, Ad |
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| March 4, 2024 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Janux Therapeutics, Inc. |
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| March 4, 2024 |
JANX / Janux Therapeutics, Inc. / Avalon Ventures XI, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 29, 2024 |
Exhibit 1.1 JANUX THERAPEUTICS, INC. (a Delaware corporation) 4,440,851 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,935,483 Shares of Common Stock UNDERWRITING AGREEMENT Dated: February 28, 2024 JANUX THERAPEUTICS, INC. (a Delaware corporation) 4,440,851 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,935,483 Shares of Common Stock UNDERWRITING AGREEMENT February 28, |
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| February 29, 2024 |
4,440,851 Shares of Common Stock Pre-Funded Warrants to Purchase 1,935,483 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266720 PROSPECTUS SUPPLEMENT (to Prospectus dated September 19, 2022) 4,440,851 Shares of Common Stock Pre-Funded Warrants to Purchase 1,935,483 Shares of Common Stock We are offering 4,440,851 shares of our common stock at a purchase price of $46.50 per share, and in lieu of offering shares of our common stock to certain inve |
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| February 29, 2024 |
JANUX THERAPEUTICS, INC. Common Stock Pre-funded Warrants to Purchase Shares of Common Stock Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated February 28, 2024 Relating to Preliminary Prospectus Supplement Dated February 27, 2024 Registration Statement No. |
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| February 29, 2024 |
Janux Therapeutics Announces Proposed Public Offering of Common Stock Exhibit 99.1 Janux Therapeutics Announces Proposed Public Offering of Common Stock SAN DIEGO, Feb. 27, 2024 - Janux Therapeutics, Inc. (Nasdaq: JANX) (Janux), a clinical-stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (TRACTr) and Tumor Activated Immunomodulator (TRACIr) platforms, tod |
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| February 29, 2024 |
Exhibit 99.2 Janux Therapeutics Announces Pricing of $296.5 Million Underwritten Public Offering of Common Stock and Pre-Funded Warrants SAN DIEGO, Feb. 29, 2024 - Janux Therapeutics, Inc. (Nasdaq: JANX) (Janux), a clinical-stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (TRACTr) and T |
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| February 29, 2024 |
Financial Statements and Exhibits, Other Events 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): February 28, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 29, 2024 |
Exhibit 4.1 JANUX THERAPEUTICS, INC. FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ] (subject to adjustment) Original Issue Date: [ ], 2024 Warrant No. [ ] Janux Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns |
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| February 28, 2024 |
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): February 28, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 28, 2024 |
SUBJECT TO COMPLETION, DATED FEBRUARY 27, 2024 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266720 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| February 27, 2024 |
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): February 27, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 26, 2024 |
Exhibit 99.1 Janux Announces Encouraging Safety and Efficacy Data in Ongoing Dose Escalation Trials for PSMAxCD3-TRACTr JANX007 in mCRPC and EGFRxCD3-TRACTr JANX008 in Solid Tumors • Emerging JANX007 data illustrate a potential best-in-class profile: promising efficacy with favorable safety profile in heavily pretreated subjects with late-stage mCRPC - 83% (5/6) of subjects achieved PSA50 declines |
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| February 26, 2024 |
Tumor Activated Cancer Therapeutics Restoring anti-tumor immune responses to treat cancer patients February 26, 2024 Exhibit 99. |
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| February 26, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 26, 2024 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 14, 2024 |
SC 13G/A 1 sc13ga107422janx02142024.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Janux Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par |
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| February 14, 2024 |
JANX / Janux Therapeutics, Inc. / EcoR1 Capital, LLC Passive Investment SC 13G/A 1 janx13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 47103J105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| February 14, 2024 |
JANX / Janux Therapeutics, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243953d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (the “Shares”) |
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| February 9, 2024 |
JANX / Janux Therapeutics, Inc. / Campbell David Alan - SC 13G/A Passive Investment SC 13G/A 1 d736647dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Janux Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47103J 105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 1, 2024 |
JANX / Janux Therapeutics, Inc. / Bregua Corp - SC 13G/A Passive Investment SC 13G/A 1 d724857dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Janux Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47103J 105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| November 16, 2023 |
JANX / Janux Therapeutics Inc / Avalon Ventures XI, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d943966dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 47103J 105 (CUSIP Number) Jay Lichter, Ph.D. Avalon Ventures 1134 Kline Street La Jolla, California 92037 (858) 348-2180 (Name, |
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| November 16, 2023 |
EX-99.C 2 d943966dex99c.htm EX-99.C EXHIBIT C JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Janux Therapeutics, Inc. and further agree that this agreement be included as |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| November 7, 2023 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports Third Quarter 2023 Financial Results and Business Highlights • Enrollment ongoing for PSMA-TRACTr (JANX007) in prostate cancer • Enrollment ongoing for EGFR-TRACTr (JANX008) in solid tumors • Update on clinical programs expected in 2024 • $349.7 million in cash, cash equivalents, and short-term investments at end of third quarter 2023 • Cash and investments |
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| August 8, 2023 |
Janux Therapeutics, Inc. Condensed Balance Sheets (in thousands) Exhibit 99.1 Janux Therapeutics Reports Second Quarter 2023 Financial Results and Business Highlights - Presented positive interim Phase 1 clinical trial data for PSMA-TRACTr JANX007 in prostate cancer - Management team bolstered with key appointment - $303.3 million in cash, cash equivalents, and short-term investments at end of second quarter 2023 - In July, further strengthened balance sheet wi |
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| August 8, 2023 |
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): August 8, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| July 18, 2023 |
Janux Therapeutics Announces Pricing of $60 Million Underwritten Offering of Common Stock and EX-99.1 Exhibit 99.1 Janux Therapeutics Announces Pricing of $60 Million Underwritten Offering of Common Stock and Pre-Funded Warrants SAN DIEGO, July 17, 2023 – Janux Therapeutics, Inc. (Nasdaq: JANX) (Janux), a clinical-stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (TRACTr) and Tum |
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| July 18, 2023 |
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 17, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 18, 2023 |
EX-1.1 Exhibit 1.1 JANUX THERAPEUTICS, INC. (a Delaware corporation) 4,153,717 Shares of Common Stock and Pre-Funded Warrants to Purchase 583,483 Shares of Common Stock UNDERWRITING AGREEMENT Dated: July 17, 2023 JANUX THERAPEUTICS, INC. (a Delaware corporation) 4,153,717 Shares of Common Stock and Pre-Funded Warrants to Purchase 583,483 Shares of Common Stock UNDERWRITING AGREEMENT July 17, 2023 |
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| July 18, 2023 |
EX-4.1 Exhibit 4.1 JANUX THERAPEUTICS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [] Original Issue Date: [] Warrant No. [] Janux Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [] or its permitted registered assigns (the “Holder”), is entitl |
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| July 18, 2023 |
4,153,717 Shares of Common Stock Pre-Funded Warrants to Purchase 583,483 Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266720 P R O S P E C T U S S U P P L E M E N T (To Prospectus dated September 19, 2022) 4,153,717 Shares of Common Stock Pre-Funded Warrants to Purchase 583,483 Shares of Common Stock We are offering 4,153,717 shares of our common stock at a purchase price of $12.46 per share and, in lieu of offering shares of our common |
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| July 17, 2023 |
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 17, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 17, 2023 |
FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated July 17, 2023 Relating to Prospectus Dated September 19, 2022 Registration Statement No. |
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| July 17, 2023 |
EX-99.2 Program Updates July 2023 Exhibit 99.2 Forward-looking statements and disclaimers This presentation includes certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements regarding Janux Therapeutics, Inc. (the “Comp |
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| July 17, 2023 |
EX-99.1 Exhibit 99.1 Janux Therapeutics Announces Positive Interim Clinical Data from Phase 1a Dose Escalation for PSMA-TRACTr JANX007 and an Update on Pipeline Programs • Multiple patients treated with PSMA-TRACTr JANX007 have achieved meaningful PSA drops coupled with manageable safety and CRS • PSMA-TRACTr JANX007 and EGFR-TRACTr JANX008 have been generally well tolerated at levels above the pr |
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| July 10, 2023 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Janux Therapeutics, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the unders |
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| July 10, 2023 |
JANX / Janux Therapeutics Inc / CITADEL ADVISORS LLC - SC 13G Passive Investment SC 13G 1 tm2320955-1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (the “Shares”) (Titl |
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| June 23, 2023 |
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): June 21, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 20, 2023 |
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): June 14, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 30, 2023 |
JANX / Janux Therapeutics Inc / BIOTECHNOLOGY VALUE FUND L P - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Janux Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 47103J105 (CUSIP Number) |
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| May 30, 2023 |
Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated May 30, 2023 with respect to the Common Stock, $0.001 par value per share, of Janux Therapeutics, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| May 9, 2023 |
Exhibit 99.1 Janux Therapeutics Reports First Quarter 2023 Financial Results and Business Highlights -First patient dosed with EGFR-TRACTr (JANX008) in first-in-human Phase 1 clinical trial in patients with solid tumors- -Interim clinical update from Phase 1 trial of JANX007 expected in 2H 2023- -$316.9 million in cash and cash equivalents and short-term investments at end of first quarter 2023- S |
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| May 9, 2023 |
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): May 9, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 9, 2023 |
Up to $150,000,000 Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266720 P R O S P E C T U S S U P P L E M E N T (To Prospectus dated September 19, 2022) Up to $150,000,000 Common Stock We have entered into an ATM Equity OfferingSM Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA”) relating to the sale of shares of our common stock, $0.001 par value per share, |
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| May 9, 2023 |
Exhibit 1.1 ATM EQUITY OFFERINGSM SALES AGREEMENT May 9, 2023 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Janux Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through BofA Securities, Inc., as sales agent and/or principal (the “Agent”), shares of th |
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| May 9, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 9, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 31, 2023 |
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): March 27, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 10, 2023 |
Exhibit 99.1 Janux Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Business Highlights -Interim clinical update from Phase 1 trial of JANX007 expected in 2H 2023- -FDA clearance granted for Investigational New Drug (IND) application for EGFR-TRACTr (JANX008)- -$327.0 million in year-end cash and cash equivalents and short-term investments- SAN DIEGO, March 10, 2023 – J |
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| March 10, 2023 |
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): March 10, 2023 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 10, 2023 |
Exhibit 10.20 February 8, 2021 Charles Winter VIA ELECTRONIC MAIL CONFIDENTIAL Dear Charles, We are very pleased to extend to you the offer of employment for the exempt position of Senior Vice President, CMC reporting to me, the company’s President and Chief Executive Officer. The following outlines your offer of Employment: Start Date: March 22, 2021. Compensation: Your semi-monthly salary in the |
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| March 10, 2023 |
As filed with the Securities and Exchange Commission on March 10, 2023 As filed with the Securities and Exchange Commission on March 10, 2023 Registration No. |
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| March 10, 2023 |
Exhibit 10.19 November 8, 2022 Shahram Salek-Ardakani, Ph.D. Re: Transition and Consulting Agreement Dear Shahram: This letter sets forth the substance of the transition and consulting agreement (the “Agreement”) that Janux Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Resignation Date. Pursuant to your voluntary resignation, which the Company hereb |
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| March 10, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Janux Therapeutics, Inc. |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-404 |
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| February 10, 2023 |
JANX / Janux Therapeutics, Inc. / Campbell David Alan - SC 13G/A Passive Investment SC 13G/A 1 d430237dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Janux Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47103J 105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| January 23, 2023 |
JANX / Janux Therapeutics, Inc. / EcoR1 Capital, LLC Passive Investment SC 13G 1 janx13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Janux Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 47103J105 (CUSIP Number) January 10, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| November 10, 2022 |
Exhibit 99.1 Janux Therapeutics Reports Third Quarter 2022 Financial Results and Business Highlights -First patient dosed with JANX007 in first-in-human Phase 1 clinical trial in prostate cancer patients- -Interim clinical update from Phase 1 trial of JANX007 expected in 2H 2023- -IND application for EGFR-TRACTr (JANX008) remains on-track to be submitted in 2H 2022- -Management team and Board stre |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2022 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commiss |
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| September 22, 2022 |
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): September 21, 2022 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commis |
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| September 22, 2022 |
Janux Therapeutics Appoints Winston Kung to Board of Directors Exhibit 99.1 Janux Therapeutics Appoints Winston Kung to Board of Directors SAN DIEGO, September 22, 2022 ? Janux Therapeutics, Inc. (Nasdaq: JANX) (Janux), a biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (TRACTr) and Tumor Activated Immunomodulator (TRACIr) platforms, today announced the |
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| September 15, 2022 |
Janux Therapeutics, Inc. 10955 Vista Sorrento Parkway, Suite 200 San Diego, California 92130 Janux Therapeutics, Inc. 10955 Vista Sorrento Parkway, Suite 200 San Diego, California 92130 September 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jason Drory Re: Janux Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-266720 Request for Acceleration of Effective Date Requested Date: Sep |
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| August 9, 2022 |
Exhibit 99.1 Janux Therapeutics Reports Second Quarter 2022 Financial Results and Business Highlights -IND application cleared for lead product candidate JANX007 (PSMA-TRACTr)- -Phase 1 clinical trial evaluating JANX007 for metastatic castration-resistant prostate cancer remains on-track to initiate in 2H 2022- -IND application for EGFR-TRACTr (JANX008) remains on-track to be submitted in 2H 2022- |
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| August 9, 2022 |
Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM August 9, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Janux Therapeutics, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s common |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| August 9, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Janux Therapeutics, Inc. |
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| August 9, 2022 |
Form of Indenture, between the registrant and one or more trustees to be named. Exhibit 4.6 JANUX THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20[?] Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 9, 2022 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 9, 2022 |
Form of Debt Securities Warrant Agreement and Warrant Certificate. EX-4.10 6 d403660dex410.htm EX-4.10 Exhibit 4.10 JANUX THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF JANUX THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between JANUX THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [nation |
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| August 9, 2022 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate. Exhibit 4.9 JANUX THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF JANUX THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between JANUX THERAPEUTICS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and |
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| August 9, 2022 |
As filed with the Securities and Exchange Commission on August 9, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 9, 2022 Registration No. |
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| August 9, 2022 |
Form of Common Stock Warrant Agreement and Warrant Certificate. Exhibit 4.8 JANUX THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF JANUX THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between JANUX THERAPEUTICS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and existing |
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| June 15, 2022 |
Submission of Matters to a Vote of Security Holders 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): June 14, 2022 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| May 10, 2022 |
Exhibit 99.1 Janux Therapeutics Reports First Quarter 2022 Financial Results and Business Highlights -IND application recently submitted for PSMA-TRACTr (JANX007)- -Company remains on-track to submit IND application for EGFR-TRACTr (JANX008) in 2H 2022- -Merck nominates second target as part of strategic collaboration and license agreement- -Presented preclinical data for JANX007 and JANX008 at th |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2022 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 2, 2022 |
JANX008 Poster, dated May 2-5, 2022 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 |
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| May 2, 2022 |
Financial Statements and Exhibits, Other Events 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): May 2, 2022 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 2, 2022 |
JANX007 Poster, dated May 2-5, 2022 Exhibit 99.1 Exhibit 99.1 Exhibit 99.1 Exhibit 99.1 Exhibit 99.1 |
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| April 29, 2022 |
DEF 14A 1 janxdef14a2022.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 18, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Janux Therapeutics, Inc. |
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| March 18, 2022 |
Exhibit 10.15 January 20, 2022 Byron Robinson, Ph.D. Re: Employment Terms Dear Byron: Janux Therapeutics, Inc. (the "Company?) is pleased to offer you employment anticipated to begin on or around March 1, 2022 (the ?Start Date?). Position Your initial position will be Chief Strategy Officer, responsible for performing such duties as are assigned to you from time to time, reporting to the Company?s |
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| March 18, 2022 |
Exhibit 10.14 May 4, 2021 Shahram Salek-Ardakani, Ph.D. Re: Offer of Employment Dear Shahram: Janux Therapeutics, Inc. (the ?Company?) is pleased to offer you at-will employment in the position of Chief Scientific Officer on the terms and conditions set forth in this letter agreement (the ?Agreement?). 1. Employment by the Company. Your employment with the Company shall begin on July 12, 2021 or s |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-404 |
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| March 18, 2022 |
Exhibit 10.17 TORREY PLAZA LEASE PACIFIC PLAZA OWNER, L.L.C., a Delaware limited liability company, as Landlord, and JANUX THERAPEUTICS, INC., a Delaware corporation, as Tenant SUMMARY OF BASIC LEASE INFORMATION This Summary of Basic Lease Information ("Summary") is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have th |
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| March 18, 2022 |
As filed with the Securities and Exchange Commission on March 18, 2022 As filed with the Securities and Exchange Commission on March 18, 2022 Registration No. |
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| March 18, 2022 |
Exhibit 99.1 Janux Therapeutics Provides Business Update and Reports Fourth Quarter and Full Year 2021 Financial Results -Company remains on-track to submit IND filings for two programs in 2022- -Company nominated its first TRACIr development candidate, a PD-L1 x CD28 costimulatory bispecific- -Management team strengthened with key appointment- ? $375.0 million in year-end 2021 cash, cash equivale |
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| March 18, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 18, 2022 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 18, 2022 |
Exhibit 4.4 DESCRIPTION OF COMMON STOCK The following summary description of the common stock of Janux Therapeutics, Inc. (we, our or us) is based on the provisions of our amended and restated certificate of incorporation (Restated Certificate), as well as our amended and restated bylaws (Restated Bylaws), and the applicable provisions of the Delaware General Corporation Law. This information is q |
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| February 11, 2022 |
JANX / Janux Therapeutics, Inc. / Campbell David Alan - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Janux Therapeutics, Inc. |
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| December 17, 2021 |
JANX / Janux Therapeutics, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Janux Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47103J105 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VIII LLC OrbiMed Genesis GP LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 |
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| December 17, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated December 17, 2021, with respect to the common stock of Janux Therapeutics, Inc. |
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| November 9, 2021 |
Lease, by and between the Registrant and UTC Properties LLC, dated August 25, 2021. Exhibit 10.1 LEASE BETWEEN UTC PROPERTIES LLC AND JANUX THERAPEUTICS, INC. LEASE (Short Form) THIS LEASE is made as of August 25, 2021, by and between UTC PROPERTIES LLC, a Delaware limited liability company, hereafter called ?Landlord,? and JANUX THERAPEUTICS, INC., a Delaware corporation hereafter called ?Tenant.? Article 1. BASIC LEASE PROVISIONS Each reference in this Lease to the ?Basic Lease |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2021 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 9, 2021 |
Exhibit 99.1 Janux Therapeutics Reports Business Highlights and Third Quarter 2021 Financial Results -Company remains on-track to submit IND filings for two programs in 2022- -Board of Directors strengthened with key appointments- -$387.5 million in cash and cash equivalents and short-term investments at end of third quarter 2021- SAN DIEGO, November 9, 2021 ? Janux Therapeutics, Inc. (Nasdaq: JAN |
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| October 1, 2021 |
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): October 1, 2021 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 9, 2021 |
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): September 7, 2021 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 27, 2021 |
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): August 25, 2021 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40475 Janux Therapeutics, Inc. |
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| August 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 10, 2021 Janux Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40475 82-2289112 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 10, 2021 |
Exhibit 99.1 Janux Therapeutics Reports Second Quarter 2021 Financial Results -Successful $222.9 million IPO in June brings total funds raised in the quarter to $347.9 million- -Company on-track to submit IND filings for multiple programs in 2022- -Management team strengthened with key appointments- SAN DIEGO, August 10, 2021 ? Janux Therapeutics, Inc. (Nasdaq: JANX) (Janux), a biopharmaceutical c |
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| July 16, 2021 |
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 Janux Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40475 82-2289112 (State or other jurisdiction of incorporation) (Commission |
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| June 25, 2021 |
Agreement regarding joint filing of Schedule 13D. EXHIBIT C JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Janux Therapeutics, Inc. |
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| June 25, 2021 |
JANX / Janux Therapeutics, Inc. / Bregua Corp - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Janux Therapeutics, Inc. |
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| June 25, 2021 |
JANX / Janux Therapeutics, Inc. / Avalon Ventures XI, L.P. - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| June 25, 2021 |
EXHIBIT B FORM OF LOCK-UP AGREEMENT , 2021 BofA Securities, Inc. Cowen and Company, LLC Evercore Group L.L.C. as Representatives of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Cowen and Company LLC 599 Lexington Avenue New York, New York 10022 c/o Evercore Group L.L.C. 55 East 52nd Street |
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| June 22, 2021 |
EWTX / Edgewise Therapeutics, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Janux Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 47103J105 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VIII LLC OrbiMed Genesis GP LLC OrbiMed Capital LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 7 |
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| June 22, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated June 21, 2021, with respect to the common stock of Janux Therapeutics, Inc. |
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| June 16, 2021 |
JANX / Janux Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Janux Therapetuics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 47103J105 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Name, Add |
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| June 15, 2021 |
EX-3.1 2 d177137dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANUX THERAPEUTICS, INC. David Campbell, Ph.D., hereby certifies that: ONE: He is the duly elected Chief Executive Officer of Janux Therapeutics, Inc., a Delaware corporation. TWO: The date of filing the original Certificate of Incorporation of the Company with the Secretary of State of the State of D |
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| June 15, 2021 |
Exhibit 99.1 Janux Therapeutics Announces Closing of Initial Public Offering and Full Exercise of Underwriters? Option to Purchase Additional Shares La Jolla, CA, June 15, 2021 ? Janux Therapeutics, Inc. (Nasdaq: JANX) (Janux), a biopharmaceutical company developing novel T cell engager immunotherapies, today announced the closing of its previously announced initial public offering of 13,110,000 s |
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| June 15, 2021 |
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): June 15, 2021 Janux Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40475 82-2289112 (State or other jurisdiction of incorporation) (Commission |
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| June 15, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF JANUX THERAPEUTICS, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the corporation |
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| June 11, 2021 |
11,400,000 Shares Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-256297 and 333-257003 PROSPECTUS 11,400,000 Shares Common Stock This is the initial public offering of shares of common stock of Janux Therapeutics, Inc. We are selling 11,400,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price is 17.0 |
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| June 11, 2021 |
As filed with the Securities and Exchange Commission on June 11, 2021 As filed with the Securities and Exchange Commission on June 11, 2021 Registration No. |
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| June 10, 2021 |
As filed with the Securities and Exchange Commission on June 10, 2021 As filed with the Securities and Exchange Commission on June 10, 2021 Registration No. |
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| June 9, 2021 |
JANUX THERAPEUTICS, INC. 11099 N. Torrey Pines Road, Suite 290 La Jolla, California 92037 JANUX THERAPEUTICS, INC. 11099 N. Torrey Pines Road, Suite 290 La Jolla, California 92037 June 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Al Pavot Deanna Virginio Irene Paik Re: Janux Therapeutics, Inc. Registration Statement on Form S-1, as amended (File No. 333-256297) Request for Accele |
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| June 9, 2021 |
June 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner Al Pavot Deanna Virginio Irene Paik Re: Janux Therapeutics, Inc. Registration Statement on Form S-1, as amended File No. 333-256297 Acceleration Request Requested Date: Thursday, June 10, 2021 Requested Time: 4:00 P.M. |
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| June 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Janux Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2289112 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No |
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| June 7, 2021 |
Exhibit 4.1 |
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| June 7, 2021 |
Exhibit 4.2 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of April 15, 2021, by and among Janux Therapeutics, Inc., a Delaware corporation (the ?Company?), and the investors set forth on the Schedule of Investors attached hereto as Schedule A (each, an ?Investor? and collectively, the ?Investors |
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| June 7, 2021 |
Exhibit 10.3 JANUX THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 3, 2021 APPROVED BY THE STOCKHOLDERS: JUNE 4, 2021 TABLE OF CONTENTS Page 1 GENERAL. 1 2. SHARES SUBJECT TO THE PLAN. 1 3. ELIGIBILITY AND LIMITATIONS. 2 4. OPTIONS AND STOCK APPRECIATION RIGHTS. 3 5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS. 7 6. ADJUSTMENTS UPON CHANGES IN COMM |
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| June 7, 2021 |
Amended and Restated Certificate of Incorporation, as currently in effect. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANUX THERAPEUTICS, INC. David Campbell hereby certifies that: ONE: The original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on June 27, 2017. TWO: He is the duly elected and acting President and Chief Executive Officer of this corporation. THREE: The Amended and Res |
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| June 7, 2021 |
Non-Employee Director Compensation Policy. Exhibit 10.5 JANUX THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the ?Board?) who is not also serving as an employee of or consultant to Janux Therapeutics, Inc. (the ?Company?) or any of its subsidiaries (each such member, an ?Eligible Director?) will receive the compensation described in this Non-Employee Director Compensation Policy for his |
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| June 7, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANUX THERAPEUTICS, INC. David Campbell, Ph.D., hereby certifies that: ONE: He is the duly elected Chief Executive Officer of Janux Therapeutics, Inc., a Delaware corporation. TWO: The date of filing the original Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware was June 27, 2017. THREE: |
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| June 7, 2021 |
Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan. Exhibit 10.4 JANUX THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 3, 2021 APPROVED BY THE STOCKHOLDERS: JUNE 4, 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to gra |
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| June 7, 2021 |
As filed with the Securities and Exchange Commission on June 7, 2021. Table of Contents As filed with the Securities and Exchange Commission on June 7, 2021. |
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| June 7, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 JANUX THERAPEUTICS, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [?], 2021 JANUX THERAPEUTICS, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2021 BofA Securities, Inc. Cowen and Company, LLC Evercore Group L.L.C. as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New Y |
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| June 7, 2021 |
Kenneth J. Rollins +1 858 550 6136 [email protected] June 7, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner, Al Pavot, Deanna Virginio and Irene Paik Re: Janux Therapeutics, Inc. Registration Statement on Form S-1 Filed May 19, 2021 File No. 333-256297 Ladies and Gentlemen: On behalf of Janux Therapeutic |
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| June 7, 2021 |
Employment Agreement, by and between the registrant and Wayne Godfrey, M.D., dated May 4, 2021. Exhibit 10.13 May 4, 2021 Dr. Wayne Godfrey, MD VIA ELECTRONIC MAIL CONFIDENTIAL Dear Dr. Wayne Godfrey, We are very pleased to extend to you the offer of employment for the exempt position of Chief Medical Officer, reporting to me, the company?s Chief Executive Officer. The following outlines your offer of Employment: Start Date: May 28, 2021 Compensation: Your semi-monthly salary in the amount o |
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| May 19, 2021 |
Kenneth J. Rollins +1 858 550 6136 [email protected] May 19, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tracie Mariner, Al Pavot, Deanna Virginio and Irene Paik Re: Janux Therapeutics, Inc. Draft Registration Statement on Form S-1 Submitted April 16, 2021 CIK No. 0001817713 Ladies and Gentlemen: On behalf of Janux |
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| May 19, 2021 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUPPORT SERVICES AGREEMENT THIS SUPPORT SERVICES AGREEMENT (this ?Agreement?) is made and entered into as of January 1, 2021 (the ?Effective Date?), by and between JANUX THERAPEUTICS, INC., a D |
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| May 19, 2021 |
Employment Agreement by and between the registrant and Andy Meyer, dated February 17, 2021. Exhibit 10.7 February 17, 2021 Andy Meyer VIA ELECTRONIC MAIL CONFIDENTIAL Dear Andy, We are very pleased to extend to you the offer of employment for the exempt position of Chief Business Officer reporting to me, the company?s President & Chief Executive Officer. The following outlines your offer of Employment: Start Date: March 9, 2021. Compensation: Your semi-monthly salary in the amount of $11 |
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| May 19, 2021 |
Exhibit 10.6 January 1, 2021 David Campbell Re: Offer of Employment Dear David: Janux Therapeutics, Inc. (the ?Company?) is pleased to offer you at-will employment in the position of President and Chief Executive Officer on the terms and conditions set forth in this letter agreement (the ?Agreement?). 1. Employment by the Company. Your employment with the Company shall begin on January 1, 2021 or |
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| May 19, 2021 |
Form of Indemnity Agreement, by and between the registrant and its directors and officers. Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) dated as of , 20, is made by and between JANUX THERAPEUTICS, INC., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company?s Amended and Restated Bylaws (the ? |
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| May 19, 2021 |
Exhibit 4.2 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of April 15, 2021, by and among Janux Therapeutics, Inc., a Delaware corporation (the ?Company?), and the investors set forth on the Schedule of Investors attached hereto as Schedule A (each, an ?Investor? and collectively, the ?Investors |
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| May 19, 2021 |
Exhibit 10.8 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED EXECUTION COPY RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT by and between JANUX THERAPEUTICS, INC. and MERCK SHARP & DOHME CORP. ***Certain Confidential Information Omitted CERTAIN CO |
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| May 19, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANUX THERAPEUTICS, INC. David Campbell, Ph.D., hereby certifies that: ONE: He is the duly elected Chief Executive Officer of Janux Therapeutics, Inc., a Delaware corporation. TWO: The date of filing the original Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware was June 27, 2017. THREE: |
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| May 19, 2021 |
Janux Therapeutics, Inc. 2021 Change in Control and Severance Benefit Plan. Exhibit 10.12 JANUX THERAPEUTICS, INC. CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN APPROVED BY THE BOARD OF DIRECTORS: MAY 14, 2021 Section 1. INTRODUCTION. The Janux Therapeutics, Inc. Change in Control and Severance Benefit Plan (the ?Plan?) is hereby established effective upon the IPO Date. The purpose of the Plan is to provide for the payment of severance and/or change in control benefits to |
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| May 19, 2021 |
Exhibit 10.2 JANUX THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN Approved by the Board of Directors: August 14, 2017 Approved by the Stockholders: August 14, 2017 Amended by the Board of Directors: October 19, 2018 Approved by the Stockholders: October 19, 2018 Amended by the Board of Directors: March 1, 2021 Approved by the Stockholders: March 1, 2021 Amended by the Board of Directors: April 15, |
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| May 19, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 19, 2021. |
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| May 19, 2021 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF JANUX THERAPEUTICS, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the corporation |
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| May 19, 2021 |
Bylaws, as currently in effect. Exhibit 3.3 BYLAWS OF JANUX THERAPEUTICS, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 3 Section 7. Notice of Meetings 4 Section 8. Qu |
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| May 19, 2021 |
Amended and Restated Certificate of Incorporation, as currently in effect. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANUX THERAPEUTICS, INC. David Campbell hereby certifies that: ONE: The original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on June 27, 2017. TWO: He is the duly elected and acting President and Chief Executive Officer of this corporation. THREE: The Amended and Res |
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| May 19, 2021 |
Consulting Agreement by and between the registrant and Sheila Gujrathi, M.D., dated March 10, 2021. Exhibit 10.11 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this ?Agreement?) is made as of March 10, 2021 (the ?Effective Date?) by and between JANUX THERAPEUTICS, INC., a Delaware corporation (?Janux? or the ?Company?), and SHEILA GUJRATHI, M.D. (?Consultant?). Janux desires to benefit from Consultant?s expertise by retaining Consultant as a consultant, and Consultant wishes to perform consult |
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| May 19, 2021 |
Exhibit 10.10 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CELL LINE LICENSE AGREEMENT This Cell Line License Agreement (?Agreement?), effective as of April 19, 2021 (?EFFECTIVE DATE?), is entered and made by and between WuXi Biologics (Hong Kong) Lim |
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| April 16, 2021 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 4.2 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of April 15, 2021, by and among Janux Therapeutics, Inc., a Delaware corporation (the ?Company?), and the investors set forth on the Schedule of Investors attached hereto as Schedule A (each, an ?Investor? and collectively, the ?Investors |
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| April 16, 2021 |
Exhibit 10.2 JANUX THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN Approved by the Board of Directors: August 14, 2017 Approved by the Stockholders: August 14, 2017 Amended by the Board of Directors: March 1, 2021 Approved by the Stockholders: March 1, 2021 Amended by the Board of Directors: April 15, 2021 Approved by the Stockholders: April 15, 2021 1. DEFINED TERMS. Capitalized terms in this Janux |
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| April 16, 2021 |
11099 N Torrey Pines Road, Suite 290, La Jolla, CA 92037 Main: (858) 750-4700 Fax: (858) 750-4701 Exhibit 10.6 January 1, 2021 David Campbell Re: Offer of Employment Dear David: Janux Therapeutics, Inc. (the ?Company?) is pleased to offer you at-will employment in the position of President and Chief Executive Officer on the terms and conditions set forth in this letter agreement (the ?Agreement?). 1. Employment by the Company. Your employment with the Company shall begin on January 1, 2021 or |
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| April 16, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION JANUX THERAPEUTICS, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANUX THERAPEUTICS, INC. David Campbell hereby certifies that: ONE: The original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on June 27, 2017. TWO: He is the duly elected and acting President and Chief Executive Officer of this corporation. THREE: The Amended and Res |
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| April 16, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 16, 2021. |
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| April 16, 2021 |
Exhibit 10.8 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED EXECUTION COPY RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT by and between JANUX THERAPEUTICS, INC. and MERCK SHARP & DOHME CORP. ***Certain Confidential Information Omitted CERTAIN CO |
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| April 16, 2021 |
BYLAWS OF JANUX THERAPEUTICS, INC. (A DELAWARE CORPORATION) Exhibit 3.3 BYLAWS OF JANUX THERAPEUTICS, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 3 Section 7. Notice of Meetings 4 Section 8. Qu |
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| April 16, 2021 |
11099 N. Torrey Pines Road, Suite 290, La Jolla, CA 92037 Main: (858) 750-4700 Fax: (858) 750-4701 Exhibit 10.7 February 17, 2021 Andy Meyer VIA ELECTRONIC MAIL CONFIDENTIAL Dear Andy, We are very pleased to extend to you the offer of employment for the exempt position of Chief Business Officer reporting to me, the company?s President & Chief Executive Officer. The following outlines your offer of Employment: Start Date: March 9, 2021. Compensation: Your semi-monthly salary in the amount of $11 |
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| April 16, 2021 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUPPORT SERVICES AGREEMENT THIS SUPPORT SERVICES AGREEMENT (this ?Agreement?) is made and entered into as of January 1, 2021 (the ?Effective Date?), by and between JANUX THERAPEUTICS, INC., a D |
