Other Information.
−Removed: 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).
−Removed: 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”
−Removed: program having an aggregate offering price of up to $100.0 million through which Jefferies would act as sales agent.
−Removed: 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.
−Removed: We are not subject to any termination penalties related to the termination of the Sale Agreement.
−Removed: Prior to termination, no shares of our common stock were sold pursuant to the Sale Agreement.
−Removed: 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.
−Removed: 333-266720) filed with the SEC on August 8, 2022.
+Added: During the three months ended June 30, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408(a) of Regulation S-K).
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).
+Added: ATM Equity Offering SM Sales Agreement, dated May 9, 2023, by and between the Registrant and BofA Securities, Inc.
+Added: (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 9, 2023).
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.
14 unchanged sentences
JANUX THERAPEUTICS, INC.
+Added: August 8, 2023
/s/ David Campbell, Ph.D.
2 unchanged sentences
(Principal Executive Officer)
+Added: August 8, 2023
/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.