Other Information.
−Removed: Resignation of Chief Scientific Officer
−Removed: On November 8, 2022, Shahram Salek-Ardakani, Ph.D.
−Removed: resigned from his position as our Chief Scientific Officer, effective immediately.
−Removed: In connection with Dr.
−Removed: Salek-Ardakani’s resignation, we entered into a transition and consulting agreement with Dr.
−Removed: Salek-Ardakani (the Transition Agreement).
−Removed: Pursuant to the Transition Agreement, Dr.
−Removed: 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.
−Removed: Salek-Ardakani received pursuant to his employment agreement with us, dated May 4, 2021.
−Removed: All outstanding equity awards previously granted to Dr.
−Removed: Salek-Ardakani under our equity incentive plans ceased vesting as of the date of his resignation.
−Removed: 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.
−Removed: 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.
+Added: On May 5, 2023, we delivered written notice to Jefferies of our decision to terminate the Sale Agreement and such termination was effective immediately upon the date of such delivery (Termination Date).
+Added: The Sale Agreement provided for the offer and sale of shares of our common stock, from time to time, through an “at the market offering”
+Added: program having an aggregate offering price of up to $100.0 million through which Jefferies would act as sales agent.
+Added: All of the continuing obligations under the Sale Agreement were terminated as of the Termination Date, other than those provisions which expressly survive termination as provided in the Sale Agreement.
+Added: We are not subject to any termination penalties related to the termination of the Sale Agreement.
+Added: Prior to termination, no shares of our common stock were sold pursuant to the Sale Agreement.
+Added: The foregoing description of the Sale Agreement is not complete and is qualified in its entirety by reference to the full text of the Sale Agreement, a copy of which was filed as Exhibit 1.2 to our Registration Statement on Form S-3 (File No.
+Added: 333-266720) filed with the SEC on August 8, 2022.
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).
4 unchanged sentences
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).
−Removed: 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).
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.
11 unchanged sentences
The information in Exhibit 32.1 shall not be deemed “filed”
−Removed: 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.
+Added: 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 in 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.
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.
−Removed: November 10, 2022
/s/ David Campbell, Ph.D.
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 10, 2022
/s/ Tighe Reardon
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.