What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-08 · 142 added, 95 removed, 478 unchanged (33% of the section changed)

26 unchanged sentences

authorized shares – 10,000,000 at

March 31, 2024 and December 31, 2023, respectively;

June 30, 2024 and December 31, 2023, respectively;

no shares issued

and outstanding at March 31, 2024 and December 31, 2023

and outstanding at June 30, 2024 and December 31, 2023

Common stock, $ 0.001 par value;

authorized shares – 200,000,000 at

March 31, 2024 and December 31, 2023, respectively;

June 30, 2024 and December 31, 2023, respectively;

issued shares – 52,164,498

and 46,262,759 at March 31, 2024 and December 31, 2023, respectively;

shares – 51,840,571 and 46,252,440 at March 31, 2024 and December 31, 2023,

and 46,262,759 at June 30, 2024 and December 31, 2023, respectively;

shares – 52,162,215 and 46,252,440 at June 30, 2024 and December 31, 2023,

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Collaboration revenue

16 unchanged sentences

Unaudited Condensed Statements of Stockholders’ Equity

For the Three Months Ended March 31, 2024 and 2023

For the Six Months Ended June 30, 2024 and 2023

(in thousands, except share data)

5 unchanged sentences

Exercise of common stock options

Shares issued under employee stock purchase plan

Vesting of restricted shares

1 unchanged sentence

Unrealized loss on available-for-sale securities, net

Balance at March 31, 2024

Balance at June 30, 2024

Comprehensive

2 unchanged sentences

Exercise of common stock options

Shares issued under employee stock purchase plan

Vesting of restricted shares

1 unchanged sentence

Unrealized gain on available-for-sale securities, net

Balance at June 30, 2023

See accompanying notes.

Janux Therapeutics, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

For the Three Months Ended June 30, 2024 and 2023

(in thousands, except share data)

Comprehensive

Stockholders’

Balance at March 31, 2024

Issuance costs

Exercise of common stock options

Shares issued under employee stock purchase plan

Vesting of restricted shares

Stock-based compensation

Unrealized loss on available-for-sale securities, net

Balance at June 30, 2024

Comprehensive

Stockholders’

Balance at March 31, 2023

Shares issued under employee stock purchase plan

Vesting of restricted shares

Stock-based compensation

Unrealized loss on available-for-sale securities, net

Balance at June 30, 2023

See accompanying notes.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

15 unchanged sentences

Maturities of short-term investments

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

Proceeds from exercise of common stock options

Proceeds from exercise of common stock options and employee stock purchase plan

Proceeds from the issuance of common stock and pre-funded common stock warrants, net of issuance costs

Net cash provided by financing activities

Net increase (decrease) in cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning of year

2 unchanged sentences

Unpaid property and equipment

Unpaid equity issuance costs

Vesting of restricted common stock

8 unchanged sentences

Liquidity and Capital Resources

From its inception through March 31, 2024, the Company has devoted substantially all its efforts to organizing and staffing, business planning, raising capital and developing its TRACTr and TRACIr therapeutic platforms and assets.

The Company has incurred net losses and negative cash flows from operations since inception and had an accumulated deficit of $ 183.5 million as of March 31, 2024.

From its inception through June 30, 2024, the Company has devoted substantially all its efforts to organizing and staffing, business planning, raising capital and developing its TRACTr and TRACIr therapeutic platforms and assets.

The Company has incurred net losses and negative cash flows from operations since inception and had an accumulated deficit of $ 189.5 million as of June 30, 2024.

The Company has a limited operating history, has not generated any product revenue, and the sales and income potential of its business is unproven.

4 unchanged sentences

Any of these actions could materially harm the Company’s business, results of operations and future prospects.

There can be no assurance that such financing will be available or will be at terms acceptable to the Company, especially in light of COVID-19 and other public health crises, current financial conditions within the banking industry, including the effects of recent failures of financial institutions and liquidity levels, as well as recent or anticipated changes in interest rates and the inflationary macro environment.

There can be no assurance that such financing will be available or will be at terms acceptable to the Company, especially in light of public health crises, current financial conditions within the banking industry, including the effects of recent failures of financial institutions and liquidity levels, as well as recent or anticipated changes in interest rates and the inflationary macro environment.

Management believes the Company has sufficient capital to fund its operation for at least 12 months from the issuance date of these unaudited condensed financial statements.

Unaudited Interim Financial Information

The unaudited condensed financial statements as of March 31, 2024, and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

The unaudited condensed financial statements as of June 30, 2024, and for the three and six months ended June 30, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

These unaudited condensed financial statements have been prepared on the same basis as the Company’s audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented.

33 unchanged sentences

Observable Inputs

As of March 31, 2024:

As of June 30, 2024:

Cash equivalents:

39 unchanged sentences

Restricted cash consists of a money market account securing a standby letter of credit issued in connection with the Company’s Torrey Plaza operating lease (as defined and described in Note 3).

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying balance sheets that sum to the amounts shown in the statements of cash flows (in thousands):

Cash and cash equivalents

15 unchanged sentences

The following tables summarize short-term investments (in thousands):

As of March 31, 2024

As of June 30, 2024

Treasury securities

7 unchanged sentences

Commercial paper

The amortized cost and estimated fair value in the tables above excl ude $ 3.9 million and $ 2.2 million of accrued interest receivable as of March 31, 2024 and December 31, 2023, respectively.

The amortized cost and estimated fair value in the tables above excl ude $ 4.6 million and $ 2.2 million of accrued interest receivable as of June 30, 2024 and December 31, 2023, respectively.

Accrued interest receivable is included in prepaid expenses and other current assets in the accompanying balance sheets.

Contractual maturities of available-for-sale debt securities are as follows (in thousands):

As of March 31, 2024

As of June 30, 2024

Due in 1 Year or Less

11 unchanged sentences

Commercial paper

As of March 31, 2024 , 32 out of 49 of our a vailable-for-sale debt securities were in an aggregate gross unrealized loss position.

The Company relies on both qualitative and quantitative factors to determine whether the unrealized loss for each available-for-sale

As of June 30, 2024 , 49 out of 69 of our a vailable-for-sale debt securities were in an aggregate gross unrealized loss position.

The Company relies on both qualitative and quantitative factors to determine whether the unrealized loss for each available-for-sale debt

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

debt security at any balance sheet date is due to a credit loss.

security at any balance sheet date is due to a credit loss.

Qualitative factors may include a credit downgrade, severity of the decline in fair value below amortized cost and other adverse conditions related specifically to the security, as well as the intent to sell the security, or whether the Company will “more likely than not” be required to sell the security before recovery of its amortized cost basis.

The Company considers the decline in market value for the securities to be primarily attributable to current economic conditions and interest rate adjustments, rather than credit-related factors and does not intend to sell any securities prior to maturity.

No allowance for credit losses has been recorded as of March 31, 2024 or December 31, 2023.

The following tables summarize our available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

As of March 31, 2024

No allowance for credit losses has been recorded as of June 30, 2024 or December 31, 2023.

The following tables summarize our available-for-sale debt securities in an aggregate gross unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

As of June 30, 2024

Less Than 12 Months

3 unchanged sentences

Corporate debt securities

Commercial paper

As of December 31, 2023

13 unchanged sentences

The Company generally does not perform evaluations of customers’ financial condition and generally does not require collateral.

As of March 31, 2024, and December 31, 2023, all of the Company’s accounts receivable, if any, relate to a single customer.

For the three months ended March 31, 2024 and 2023, all of the Company’s revenue related to a single customer.

As of June 30, 2024, and December 31, 2023, all of the Company’s accounts receivable, if any, relate to a single customer.

For the three and six months ended June 30, 2024 and 2023, all of the Company’s revenue related to a single customer.

The Company determines if a contract contains a lease at the inception of the contract and evaluates each lease agreement to determine whether the lease is an operating or finance lease.

For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease.

Liabilities from operating leases are included in current portion of operating lease liabilities, and

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

operating lease liabilities, net of current portion on the accompanying balance sheets.

payments arising from the lease.

Liabilities from operating leases are included in current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the accompanying balance sheets.

The Company does not have any financing leases.

30 unchanged sentences

(i) the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and (ii) the mostly likely amount method, which identifies the single most likely amount in a range of possible consideration amounts.

With respect to variable consideration relating to development and regulatory milestone payments, if it is probable that a significant revenue reversal would not occur, the associated payment value is included in the transaction price.

For development and

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

regulatory milestones that are uncertain in nature and highly dependent on factors outside of our control, the aggregate consideration is determined to be fully constrained and is not included in the transaction price until the underlying events occur or the associated approvals are received.

For development and regulatory milestones that are uncertain in nature and highly dependent on factors outside of our control, the aggregate consideration is determined to be fully constrained and is not included in the transaction price until the underlying events occur or the associated approvals are received.

At the end of each reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint, and if necessary, adjust our estimate of the overall transaction price.

15 unchanged sentences

Stock-Based Compensation

Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options and employee stock purchase rights, recognized on a straight-line basis over the requisite service period for stock options and over the respective offering period for employee stock purchase plan rights.

The Company estimates the fair value of equity awards using the Black-Scholes option pricing model and recognizes forfeitures as they occur.

Stock-based compensation expense represents the grant date fair value of equity awards, consisting of stock options, restricted stock units and employee stock purchase plan rights, recognized on a straight-line basis over the requisite service period for stock options and restricted stock units, and over the respective offering period for employee stock purchase plan rights.

The Company estimates the fair value of stock options and employee stock purchase plan rights using the Black-Scholes option pricing model.

The fair value of restricted stock units is based on the closing price of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant.

The Company recognizes forfeitures for all awards as they occur.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources.

The only component of other comprehensive loss is unrealized gain (loss) on available-for-sale securities.

Comprehensive losses have been reflected in the statements of operations and comprehensive loss and as a separate component in the statements of stockholders’ equity.

The only component of other comprehensive gain (loss) is unrealized gain (loss) on available-for-sale securities.

Comprehensive losses have been reflected in the condensed statements of operations and comprehensive loss and as a separate component in the condensed statements of stockholders’ equity.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, including pre-funded common stock warrants that were issued in underwritten offerings (Note 4), without consideration for potentially dilutive securities.

The pre-funded common stock warrants are included in the calculation of basic and diluted net loss per share as the exercise price of $ 0.001 per share is non-substantive and the shares are issuable for little or no consideration.

The Company has excluded weighted-average unvested shares of 7,994 shares and 49,457 shares from the weighted-average number of common stock outstanding for the three months ended March 31, 2024 and 2023, respectively.

Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock

The pre-funded common stock warrants are included in the calculation of basic and

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

equivalents outstanding for the period determined using the treasury-stock and if-converted methods.

diluted net loss per share as the exercise price of $ 0.001 per share is non-substantive and the shares are issuable for little or no consideration.

The Company has excluded weighted-average unvested shares of 3,970 shares, 26,987 shares, 5,995 shares and 38,160 shares from the weighted-average number of shares of common stock outstanding for the three months ended June 30, 2024 and 2023 and six months ended June 30, 2024 and 2023, respectively.

Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods.

For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be anti-dilutive.

Potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in common stock equivalent shares):

Common stock options

Common stock options outstanding

Restricted stock units outstanding

Unvested common stock

2 unchanged sentences

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

14 unchanged sentences

Balance Sheet Details

Prepaid expenses and other current assets consist of the following (in thousands):

Interest receivable

Prepaid research and development

Other prepaid expenses

Prepaid expenses and other current assets

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Property and equipment, net consist of the following (in thousands):

6 unchanged sentences

Property and equipment, net

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Accrued expenses consist of the following (in thousands):

Accrued compensation

Accrued research and development

Accrued compensation

Other accrued expenses

Accrued expenses

Prepaid expenses and other current assets consist of the following (in thousands):

Interest receivable

Prepaid research and development

Other prepaid expenses

Prepaid expenses and other current assets

Commitments and Contingencies

11 unchanged sentences

According to accounting standards, the Torrey Plaza Lease commenced on April 1, 2022 and has a term of 130 months from the commencement date.

The Torrey Plaza Lease provides an option to extend the term of the lease for a period of 5 years beyond the initial term, which the Company is not reasonably certain to exercise and therefore was not considered in determining the ROU assets and lease liabilities balance.

The Torrey Plaza Lease provides an option to extend the term of the lease for a period of 5 years beyond the

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

initial term, which the Company is not reasonably certain to exercise and therefore was not considered in determining the ROU assets and lease liabilities balance.

As required under the terms of the Torrey Plaza Lease, in October 2021 the Company entered into a standby letter of credit, which is secured by a money market account in the amount of $ 0.8 million.

1 unchanged sentence

The letter of credit amount is subject to a 50 % reduction subject to certain conditions on or following the date that is 54 months following the contractual lease commencement date.

Future minimum noncancelable operating lease payments as of March 31, 2024 are as follows (in thousands):

Future minimum noncancelable operating lease payments as of June 30, 2024 are as follows (in thousands):

2024 (remaining)

4 unchanged sentences

Operating lease liabilities, net of current portion

The Torrey Plaza lease has a remaining lease term of 8.8 years and a discount rate of 8 % as of March 31, 2024.

Operating lease expense included in the measurement of lease liabilities for the three months ended March 31, 2024 and 2023 was $ 0.9 million and $ 0.9 million, respectively.

Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024 and 2023 was $ 0.8 million and $ 0.3 million, respectively.

The Torrey Plaza lease has a remaining lease term of 8.6 years and a discount rate of 8 % as of June 30, 2024.

Operating lease expense included in the measurement of lease liabilities for the three and six months ended June 30, 2024 was $ 0.9 million and $ 1.7 million, respectively.

Cash paid for amounts included in the measurement of lease liabilities for the three and six months ended June 30, 2024 was $ 0.8 million and $ 1.7 million, respectively.

Operating lease expense included in the measurement of lease liabilities for the three and six months ended June 30, 2023 was $ 0.9 million and $ 1.7 million, respectively.

Cash paid for amounts included in the measurement of lease liabilities for the three and six months ended June 30, 2023 was $ 0.8 million and $ 1.1 million, respectively.

Contingencies

1 unchanged sentence

The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

As of March 31, 2024, the Company is not currently party to any material le gal proceedings.

As of June 30, 2024, the Company is not currently party to any material le gal proceedings.

Stockholders’ Equity

2 unchanged sentences

(“BofA”) to sell shares of common stock, from time to time, through an “at the market offering” program having an aggregate offering price of up to $ 150.0 million through which BofA would act as sales agent.

There was no activity from the Sale Agreement during the three months ended March 31, 2024.

As of March 31, 2024 , $ 150.0 million of common stock remained available for sale under the Sale Agreement.

In February 2024, the Company delivered written notice to BofA that it was suspending and terminating the prospectus related to the shares of its common stock issuable pursuant to the terms of the Sale Agreement.

As a result, the Company will not make any sales of its securities pursuant to the Sale Agreement, unless and until a new prospectus, prospectus supplement, or a new registration statement relating to the shares of its common stock is filed.

Other than the termination of the prospectus, the Sale Agreement remains in full force and effect.

In May 2024 , the Company filed a shelf registration statement on Form S-3 which included a new prospectus which covers the offering, issuance and sale of up to a maximum aggregate offering price of $ 150.0 million of the Company’s common under the Sale Agreement .

There was no activity from the Sale Agreement during the three and six months ended June 30, 2024.

As of June 30, 2024 , $ 150.0 million of common stock remained available for sale under the Sale Agreement.

In July 2023, the Company closed an underwritten offering of 4,153,717 shares of its common stock and pre-funded warrants to purchase 583,483 shares of common stock at an exercise price of $ 0.001 per share.

2 unchanged sentences

The pre-funded common stock warrants will not expire until exercised in full and are exercisable in cash or by means of a cashless exercise.

In March 2024, the Company closed an underwritten offering of 5,397,301 shares of its common stock and pre-funded warrants to purchase 1,935,483 shares of common stock at an exercise price of $ 0.001 per share .

The shares of common stock were sold at a price of $ 46.50 per share and the pre-funded common stock warrants were sold at a price of $ 46.499 per pre-funded common stock warrant, resulting in gross proceeds of $ 341.0 million.

Fees related to the offering included underwriting discounts, commissions, and

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

offering expenses in the aggregate amount of $ 20.9 million, resulting in net proceeds of $ 320.1 million.

Fees related to the offering included underwriting discounts, commissions, and offering expenses in the aggregate amount of $ 20.9 million, resulting in net proceeds of $ 320.1 million.

The pre-funded common stock warrants will not expire until exercised in full and are exercisable in cash or by means of a cashless exercise.

19 unchanged sentences

In addition, the number of shares of common stock available for issuance under the 2021 Plan automatically increases on January 1 of each calendar year through January 1, 2031, in an amount equal to 5 % of the total number of shares of the Company’s common stock on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors.

As of March 31, 2024 , there were 11,387,354 shar es authorized for issuance under the 2021 Plan, inclusive of shares added from 2017 Plan cancellations.

As of June 30, 2024 , there were 11,290,779 shar es authorized for issuance under the 2021 Plan, inclusive of shares added from 2017 Plan cancellations.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Stock Options

A summary of the Company’s stock option activity under its Plans is as follows (in thousands, except share, per share data and years):

2 unchanged sentences

Intrinsic Value

Balance at December 31, 2023

Outstanding at December 31, 2023

Forfeited or cancelled

Balance at March 31, 2024

Vested and expected to vest at March 31, 2024

Exercisable at March 31, 2024

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

The weighted-average grant date fair value of option grants for the three months ended March 31, 2024 and 2023 was $ 8.11 and $ 10.21 , respectively.

The total intrinsic value of stock options exercised for the three months ended March 31, 2024 and 2023 was $ 5.6 million and $ 1.5 million, respectively.

As of March 31, 2024 , total unrecognized stock-based compensation cost associated with option grants was $ 45.3 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.6 years.

Outstanding at June 30, 2024

Vested and expected to vest at June 30, 2024

Exercisable at June 30, 2024

The weighted-average grant date fair value per share of option grants for the six months ended June 30, 2024 and 2023 was $ 9.14 and $ 10.09 , respectively.

The total intrinsic value of stock options exercised for the six months ended June 30, 2024 and 2023 was $ 15.8 million and $ 1.5 million, respectively.

As of June 30, 2024 , total unrecognized stock-based compensation cost associated with option grants was $ 42.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.4 years.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants under the Plans were as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Risk-free interest rate

18 unchanged sentences

The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Restricted Stock Units

A summary of the Company’s restricted stock unit (“RSU”) activity under the 2021 Plan is as follows:

Restricted Stock Units

Average Grant Date Fair Value per Share

Outstanding at December 31, 2023

Forfeited or cancelled

Outstanding at June 30, 2024

RSU awards are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock.

The grant-date fair value is recognized as compensation expense over the vesting period.

As of June 30, 2024 , total unrecognized stock-based compensation cost associated with RSUs was $ 0.7 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.0 year.

2021 Employee Stock Purchase Plan

4 unchanged sentences

provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii).

Stock-based compensation expense related to the ESPP was immaterial for the three months ended March 31, 2024 and 2023.

As of March 31, 2024 , total unrecognized stock-based compensation expense related to the ESPP was $ 0.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.4 years.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

For the three and six months ended June 30, 2024 , stock-based compensation expense related to the ESPP was $ 0.3 million and $ 0.4 million, respectively.

Stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2023 was $ 0.4 million and $ 0.6 million, respectively.

As of June 30, 2024 , total unrecognized stock-based compensation expense related to the ESPP was $ 0.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.5 years.

Stock-Based Compensation Expense

Stock-based compensation expense has been reported in the statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended March 31,

Stock-based compensation expense has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended

Six Months Ended

Research and development

6 unchanged sentences

Vested shares

Balance at March 31, 2024

Balance at June 30, 2024

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Common Stock Reserved for Future Issuance

1 unchanged sentence

Common stock options outstanding

RSUs outstanding

Shares available for issuance under the Plans

11 unchanged sentences

The Merck Agreement provides that Merck is obligated to pay to the Company tiered royalty payments on a product-by-product and country-by-country basis, ranging from low single-digit to low teens percentage royalty rates on specified portions of annual net sales for licensed products under either of the Collaboration Targets that are commercialized.

Such royalties are subject to reduction, on a product-by-product and country-by-country basis, for licensed products not covered by patent claims, or that

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

require Merck to obtain a license to obtain a license to third-party intellectual property in order to commercialize the licensed products, or that are subject to compulsory licensing.

Such royalties are subject to reduction, on a product-by-product and country-by-country basis, for licensed products not covered by patent claims, or that require Merck to obtain a license to obtain a license to third-party intellectual property in order to commercialize the licensed products, or that are subject to compulsory licensing.

The Merck Agreement will terminate at the end of the calendar year in which the expiration of all royalty obligations occurs for all licensed products under the agreement.

2 unchanged sentences

Upon expiration of the agreement but not early termination thereof, and provided all payments due under the agreement have been made, Merck’s exclusive licenses under the agreement will become fully paid-up and perpetual.

The Company recognized $ 1.3 million and $ 2.0 million of revenue under the Merck Agreement for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 , aggregate deferred revenue related to the Merck Agreement was $ 1.0 million, all of which was classified as current.

The Company had $ 0.5 million and $ 0 of accounts receivable outstanding as of March 31, 2024 and December 31, 2023, respectively.

The remaining performance obligations under the Merck Agreement relate to the Company’s conduct of research services and the Company’s participation in a joint research committee for the Second Collaboration Target.

The performance obligations related to the First Collaboration Target were completed as of March 31, 2024 .

As it relates to the Second Collaboration Target, the Company estimates the remaining term of the research services, over which revenue will be recognized, to be 0.4 years as of March 31, 2024 .

In June 2024, a developmental milestone of $ 7.5 million related to the First Collaboration Target was achieved, at which time the Company recognized the associated revenue.

All other future potential milestone payments are considered constrained as of June 30, 2024 as they are uncertain in nature and highly dependent on factors outside of the Company’s control until the underlying events occur or the associated approvals are received.

The Company recognized $ 8.9 million, $ 1.1 million, $ 10.1 million, and $ 3.1 million of revenue under the Merck Agreement for the three months ended June 30, 2024 and 2023 and six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 , aggregate deferred revenue related to the Merck Agreement was $ 0.1 million, all of which was classified as current.

The Company had $ 7.5 million and $ 0 of accounts receivable outstanding as of June 30, 2024 and December 31, 2023, respectively.

The remaining performance obligations under the Merck Agreement relate to the Company’s conduct of research services and the Company’s

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

participation in a joint research committee for the Second Collaboration Target.

The performance obligations related to the First Collaboration Target were completed as of June 30, 2024 .

As it relates to the Second Collaboration Target, the Company estimates the remaining term of the research services, over which revenue will be recognized, to be 0.2 years as of June 30, 2024 .

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.

What changed 10-Q

Item 1. Financial Statements