Janux Therapeutics, Inc. 10-Q

Item 5. Other Information. Resignation of Chief Scientific Officer On November 8, 2022, Shahram Salek-Ardakani, Ph.D. resigned from his position as our Chief Scientific Officer, effective immediately. In connection with Dr. Salek-Ardakani’s resignation, we entered into a transition and consulting agreement with Dr. Salek-Ardakani (the Transition Agreement). Pursuant to the Transition Agreement, Dr. Salek-Ardakani will (i) receive a monthly fee of $33,333.33 for providing consulting and advisory services to us for a period of 12 months, (ii) receive payment of COBRA premiums for a period of nine months (subject to early termination), and (iii) not be required to repay any portion of the signing bonus Dr. Salek-Ardakani received pursuant to his employment agreement with us, dated May 4, 2021. All outstanding equity awards previously granted to Dr. Salek-Ardakani under our equity incentive plans ceased vesting as of the date of his resignation. Dr. Salek-Ardakani is not entitled to receive any benefits pursuant to our 2021 Change in Control and Severance Benefit Plan (a copy of which is filed as Exhibit 10.12 to our Annual Report on Form 10-K, filed with the SEC on March 18, 2022) in connection with his resignation. The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Transition Agreement, a copy of which will be filed with our Annual Report on Form 10-K for the fiscal year ending December 31, 2022, to be filed with the SEC. 76 Table of Contents Item 6 . Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed June 15, 2021). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed June 15, 2021). 4.1 Reference is made to Exhibit 3.1 and Exhibit 3.2 . 4.2 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed June 7, 2021). 4.3 Amended and Restated Investors’ Rights Agreement, by and between the Registrant and certain of its stockholders, dated April 15, 2021, as amended (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, filed June 7, 2021). 10.1 Open Market Sale Agreement SM , dated August 9, 2022, by and between the Registrant and Jefferies LLC (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3, filed August 9, 2022). 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1# Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act (including this Quarterly Report on Form 10-Q), unless the Registrant specifically incorporates the foregoing information into those documents by reference. 77 Table of Contents SIG NATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JANUX THERAPEUTICS, INC. Date: November 10, 2022 By: /s/ David Campbell, Ph.D. David Campbell, Ph.D. President and Chief Executive Officer (Principal Executive Officer) Date: November 10, 2022 By: /s/ Tighe Reardon Tighe Reardon Acting Chief Financial Officer (Principal Financial and Accounting Officer) 78