Janux Therapeutics, Inc. 10-Q

Item 5. Other Information. Trading arrangements During the three months ended June 30, 2024 , 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), except as follows: On June 21, 2024 , David Campbell , Ph.D., our President and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 120,000 shares of the Company's common stock until September 27, 2025. On June 28, 2024 , Tommy DiRaimondo , Ph.D., our Chief Scientific Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 96,100 shares of the Company's common stock until June 27, 2025. Transition of Acting Chief Financial Officer On August 2, 2024, Tighe Reardon resigned from his position as our Acting Chief Financial Officer, effective as of August 8, 2024 (the Transition Date). In connection with Mr. Reardon’s resignation, we entered into a transition and consulting agreement with Mr. Reardon (the Transition Agreement). Following the Transition Date, Mr. Reardon has agreed to be available to consult with and advise the Company through December 31, 2024 (the Consulting Period). Mr. Reardon will receive (i) continued vesting of his equity awards through the Consulting Period, and (ii) subject to the satisfaction of certain specified conditions, will receive accelerated vesting of his unvested equity awards that would have vested through June 30, 2026 and an extension of the post-service exercise period for such equity awards until the earliest of December 31, 2027 and the original expiration date of the equity awards, in each case, subject to his continued service through the Consulting Period. Mr. Reardon 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 Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021) 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 Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2024, to be filed with the SEC. 77 Table of Contents Appointment of David Campbell, Ph.D. as Principal Financial Officer and Maria Dobek as Principal Accounting Officer On August 2, 2024, in connection with Mr. Reardon’s separation from the Company, the Board appointed David Campbell, Ph.D., the Company’s President and Chief Executive Officer, as the Company’s Principal Financial Officer (PFO) and Maria Dobek, the Company’s Vice President, Accounting, as the Company’s Principal Accounting Officer (PAO), in each case, effective as of August 8, 2024. Ms. Dobek, age 35, joined the Company in March 2021, served as our Controller until July 2024 and is currently serving as our Vice President, Accounting. Prior to joining the Company, Ms. Dobek served in various roles at Ernst & Young LLP from January 2012 to February 2021, most recently as Assurance Senior Manager. Ms. Dobek is a Certified Public Accountant and holds a B.B.A. and Masters in Accounting from the University of Georgia. There are no arrangements or understandings between Dr. Campbell or Ms. Dobek and any other persons pursuant to which they were appointed as PFO and PAO, respectively. There are no family relationships between Dr. Campbell or Ms. Dobek and any of the Company’s directors or executive officers and Dr. Campbell and Ms. Dobek have no direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K. 78 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). 4.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed July 18, 2023). 4.5 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed February 29, 2024). 10.1+ Amended and Restated Janux Therapeutics, Inc. 2021 Equity Incentive Plan, Forms of Option Grant Notice, Option Agreement and Notice of Exercise thereunder, and Forms of RSU Award Grant Notice and RSU Award Agreement. 10.2+ Amended and Restated Non-Employee Director Compensation Policy. 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 With Embedded Linkbases Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Indicates management contract or compensatory plan. # 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 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. 79 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: August 7, 2024 By: /s/ David Campbell, Ph.D. David Campbell, Ph.D. President and Chief Executive Officer (Principal Executive Officer) Date: August 7, 2024 By: /s/ Tighe Reardon Tighe Reardon Acting Chief Financial Officer (Principal Financial and Accounting Officer) 80