What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-06 · 114 added, 168 removed, 463 unchanged (38% of the section changed)

3 unchanged sentences

(in thousands, except share and par value data)

September 30,

Current assets:

11 unchanged sentences

Accrued expenses

Current portion of deferred revenue

Current portion of operating lease liabilities

5 unchanged sentences

Preferred stock, $ 0.001 par value;

authorized shares – 10,000,000 at

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

authorized shares – 10,000,000

at March 31, 2025 and December 31, 2024;

no shares issued

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

and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

authorized shares – 200,000,000 at

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

issued shares – 52,338,762

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

shares – 52,337,239 and 46,252,440 at September 30, 2024 and December 31, 2023,

authorized shares – 200,000,000

at March 31, 2025 and December 31, 2024;

issued and outstanding

shares – 59,168,490 and 59,064,606 at March 31, 2025 and

December 31, 2024, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Collaboration revenue

16 unchanged sentences

Unaudited Condensed Statements of Stockholders’ Equity

For the Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

(in thousands, except share data)

2 unchanged sentences

Balance at December 31, 2024

Issuance of common stock and pre-funded common stock warrants, net of $ 20,913 of issuance costs

Exercise of common stock options

Issuance of common stock upon vesting of restricted stock units

Shares issued under employee stock purchase plan

Vesting of restricted shares

Stock-based compensation

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2024

Comprehensive

Stockholders’

Balance at December 31, 2022

Issuance of common stock and pre-funded common stock warrants, net of issuance costs

Exercise of pre-funded common stock warrants

Exercise of common stock options

Shares issued under employee stock purchase plan

Vesting of restricted shares

Stock-based compensation

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2023

See accompanying notes.

Janux Therapeutics, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

For the Three Months Ended September 30, 2024 and 2023

(in thousands, except share data)

Balance at March 31, 2025

Comprehensive

1 unchanged sentence

Income (Loss)

Balance at June 30, 2024

Exercise of common stock options

Issuance of common stock upon vesting of restricted stock units

Vesting of restricted shares

Stock-based compensation

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2024

Comprehensive

Stockholders’

Balance at June 30, 2023

Issuance of common stock and pre-funded common stock warrants, net of issuance costs

Exercise of pre-funded common stock warrants

Balance at December 31, 2023

Issuance of common stock and pre-funded common stock warrants, net of $ 20,896 of issuance costs

Exercise of common stock options

2 unchanged sentences

Unrealized loss on available-for-sale securities, net

Balance at September 30, 2023

Balance at March 31, 2024

See accompanying notes.

2 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

3 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

11 unchanged sentences

Cash flows from financing activities

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

Proceeds from exercise of common stock options

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

5 unchanged sentences

Unpaid property and equipment

Vesting of restricted common stock

Unrealized gain on available-for-sale securities, net

Unpaid issuance costs

Unrealized gain (loss) on available-for-sale securities, net

See accompanying notes.

6 unchanged sentences

Liquidity and Capital Resources

From its inception through September 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 $ 217.5 million as of September 30, 2024.

From its inception through March 31, 2025, 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 $ 261.3 million as of March 31, 2025.

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

7 unchanged sentences

Unaudited Interim Financial Information

The unaudited condensed financial statements as of September 30, 2024, and for the three and nine months ended September 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.

The unaudited condensed financial statements as of March 31, 2025, and for the three months ended March 31, 2025 and 2024, 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.

Interim results are not necessarily indicative of results for a full year or future periods.

The condensed balance sheet data as of December 31, 2023 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP.

The condensed balance sheet data as of March 31, 2025 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2024.

Use of Estimates

The Company’s financial statements are prepared in accordance with GAAP.

The preparation of the Company’s financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes.

The most significant estimates in the Company’s financial statements relate to estimates to complete the performance obligations and the estimated transaction price for collaboration revenue, accruals for research and development expenses, stock-based compensation and fair value measurements.

The most significant estimates in the Company’s financial statements relate to estimates to complete the performance obligations and the estimated transaction price for collaboration revenue, accruals for clinical trials and other research and development arrangements, stock-based compensation and fair value measurements.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources.

1 unchanged sentence

Actual results may differ materially and adversely from these estimates.

Fair Value Measurements

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis.

7 unchanged sentences

The fair value of assets classified within Level 1 is based on quoted prices in active markets as provided by the Company’s investment managers.

The fair value of short-term investments classified within Level 2 is based on standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers.

The fair value of assets classified within Level 2 is based on standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers.

The Company validates the quoted market prices provided by its investment managers by comparing the investment managers’ assessment of the fair values of the Company’s investment portfolio balance against the fair values of the Company’s investment portfolio balance obtained from an independent source.

10 unchanged sentences

Observable Inputs

As of September 30, 2024:

As of March 31, 2025:

Cash equivalents:

Money market funds

Commercial paper

Total cash equivalents

23 unchanged sentences

Treasury securities

Asset-backed securities

Corporate debt securities

7 unchanged sentences

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Cash and cash equivalents include cash in readily available checking accounts and money market funds.

Cash and cash equivalents include cash in readily available checking accounts, money market funds and commercial paper.

Restricted Cash

1 unchanged sentence

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 condensed statements of cash flows (in thousands):

September 30,

Cash and cash equivalents

4 unchanged sentences

Treasury securities, U.S.

agency bonds, asset-backed securities, corporate debt securities and commercial paper, all of which are highly rated by Moody’s, S&P, and Fitch.

agency bonds, corporate debt securities and commercial paper, all of which are highly rated by Moody’s, S&P and Fitch.

The Company has classified these investments as available-for-sale, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all investment securities as current assets.

2 unchanged sentences

Any premium or discount arising at purchase is amortized or accreted to interest income as an adjustment to yield using the straight-line method over the life of the instrument.

The Company records an allowance for credit losses when unrealized

The Company records an allowance for credit losses when unrealized losses are due to

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

losses are due to credit-related factors.

credit-related factors.

Realized gains and losses are calculated using the specific identification method and recorded as interest income.

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

As of September 30, 2024

As of March 31, 2025

Treasury securities

3 unchanged sentences

Treasury securities

Asset-backed securities

Corporate debt securities

Commercial paper

The amortized cost and estimated fair value in the tables above e xclude $ 4.5 million and $ 2.2 million of accrued interest receivable as of September 30, 2024 and December 31, 2023, respectively.

The amortized cost and estimated fair value in the tables above exclude $ 5.6 million and $ 5.4 million of accrued interest receivable as of March 31, 2025 and December 31, 2024, 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 September 30, 2024

As of March 31, 2025

Due in 1 Year or Less

7 unchanged sentences

Treasury securities

Asset-backed securities

Corporate debt securities

Commercial paper

As of September 30, 2024 , 3 out of 67 of our a vailable-for-sale debt securities were in an aggregate gross unrealized loss position.

As of March 31, 2025 , 17 out of 108 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 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

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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 September 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 September 30, 2024

Less Than 12 Months

12 Months or Longer

Commercial paper

As of December 31, 2023

Less Than 12 Months

12 Months or Longer

Treasury securities

Asset-backed securities

No allowance for credit losses has been recorded as of March 31, 2025 or December 31, 2024.

There were no available-for-sale debt securities in a continuous unrealized loss position for 12 months or longer at March 31, 2025 or December 31, 2024.

Concentrations of Credit Risk

8 unchanged sentences

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

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

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

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

The Company did no t recognize any revenue for the three months ended March 31, 2025 .

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

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

The Company does not have any financing leases.

Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet.

Short-term leases with an initial term of 12 months or less are not recorded on the condensed balance sheets.

The Company does not have material short-term lease costs.

1 unchanged sentence

To determine the present value, the implicit rate is used when readily determinable.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

For those leases where the implicit rate is not provided, the Company determines an incremental borrowing rate (“IBR”) based on the information available at the lease commencement date in determining the present value of lease payments.

10 unchanged sentences

In doing so, the Company follows a five-step approach:

(i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

revenue when (or as) the customer obtains control of the product or service.

The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard.

16 unchanged sentences

Any such adjustments are recorded on a cumulative catch-up basis, which would affect the reported amount of revenues in the period of adjustment.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

6 unchanged sentences

Research and Development Expenses

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

All research and development costs are expensed in the period incurred.

Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of performance are reflected in the accompanying balance sheets as prepaid expenses.

The Company records accruals for estimated costs incurred for ongoing research and development activities.

2 unchanged sentences

Actual results could differ from the Company’s estimates.

Clinical Trial Expenses

The Company makes payments in connection with its clinical trials under contracts with contract research organizations that support conducting and managing clinical trials.

The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows.

Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis.

A portion of the Company’s obligation to make payments under these contracts depends on factors such as the successful enrollment of patients, treatment of patients, or the completion of other clinical trial milestones.

Expenses related to clinical trials are accrued based on the progress of the clinical trials.

The Company incorporates in the expenses representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials.

Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain.

If the amounts the Company is obligated to pay under clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company adjusts the accruals accordingly.

Revisions to the contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain.

Stock-Based Compensation

7 unchanged sentences

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.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM"), or decision-making group, in making decisions on how to allocate resources and assess performance.

The Company views its operations and manages its business as one operating segment, which is engaged in the research and development of a broad pipeline of novel immunotherapies.

The accounting policies of the novel immunotherapies segment are the same as those described in the summary of significant accounting policies.

The measure of segment profit or loss is reported on the statement of operations and comprehensive loss as net loss.

The Company monitors its cash and cash equivalents and short-term investments as reported on the Company’s condensed balance sheets to determine funding for its research and development.

In order to allocate resources and assess performance, the Company’s CODM, or President and Chief Executive Officer , regularly reviews scientific data from clinical and pre-clinical studies as well as forecasted expenses for clinical and pre-clinical programs and other projected operational expenses.

No product revenue has been generated since inception and all assets are held in the United States.

All revenue recognized to date has been derived from the Company’s existing collaboration agreement with Merck (as defined and described in Note 5).

Net Loss Per Share

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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 1,895 shares, 20,274 shares, 4,618 shares and 32,132 shares from the weighted-average number of shares of common stock outstanding for the three months ended September 30, 2024 and 2023 and nine months ended September 30, 2024 and 2023, respectively.

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

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.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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):

September 30,

As of March 31,

Common stock options outstanding

3 unchanged sentences

Total potentially dilutive shares

Recent Accounting Pronouncements

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.

The Company adopted ASU No.

2020-06 on January 1, 2024 and the adoption of the standard had no material impact on its financial statements and related disclosures.

Accounting Pronouncements Pending Adoption

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.

The new standard requires a company to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker.

The standard is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted.

The Company does not expect to early adopt the new standard.

The Company is currently evaluating the impact of ASU 2023-07 on its financial statements and related disclosures and will adopt the new standard using a retrospective approach.

In December 2023, the FASB also issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

3 unchanged sentences

The Company is currently evaluating the impact of ASU 2023-09 on its financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The new standard requires public business entities to disclose disaggregated information about certain income statement expense line items.

The standard is effective for the Company for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted, however the Company does not expect to early adopt the new standard.

The new standard is expected to be applied prospectively, but retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.

Balance Sheet Details

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

September 30,

Interest receivable

5 unchanged sentences

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

September 30,

Laboratory equipment

6 unchanged sentences

Accrued expenses consist of the following (in thousands):

September 30,

Accrued research and development

22 unchanged sentences

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 September 30, 2024 are as follows (in thousands):

Future minimum noncancelable operating lease payments as of March 31, 2025 are as follows (in thousands):

2025 (remaining)

4 unchanged sentences

Operating lease liabilities, net of current portion

The Torrey Plaza lease has a remaining lease term of 8.3 years and a discount rate of 8 % as of September 30, 2024.

Operating lease expense included in the measurement of lease liabilities for the three and nine months ended September 30, 2024 was $ 0.9 million and $ 2.6 million, respectively.

Cash paid for amounts included in the measurement of lease liabilities for the three and nine months ended September 30, 2024 wa s $ 0.9 million and $ 2.5 million, re spectively.

Operating lease expense included in the measurement of lease liabilities for the three and nine months ended September 30, 2023 was $ 0.9 million and $ 2.6 million, respectively.

Cash paid for amounts included in the measurement of lease liabilities for the three and nine months ended September 30, 2023 was $ 0.8 million and $ 1.9 million, respectively.

The Torrey Plaza lease has a remaining lease term of 7.8 years and a discount rate of 8 % as of March 31, 2025.

Operating lease expense included in the measurement of lease liabilities for each of the three months ended March 31, 2025 and 2024 was $ 0.9 million.

Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2025 and 2024 was $ 0.9 million and $ 0.8 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 September 30, 2024, the Company is not currently party to any material le gal proceedings.

As of March 31, 2025, the Company is not currently party to any material le gal proceedings.

Stockholders’ Equity

3 unchanged sentences

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.

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 nine months ended September 30, 2024.

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

In May 2024 , the Company filed a shelf registration statement on Form S-3ASR 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 months ended March 31, 2025.

As of March 31, 2025 , $ 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

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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.

warrant, resulting in gross proceeds of $ 341.0 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.

The registration statement on Form S-3ASR that the Company filed in May 2024 provides the Company with the ability to offer an unlimited amount of certain securities, including shares of its common stock, from time to time.

The specific terms of any offering under the shelf registration statement are established at the time of such offering.

In December 2024, the Company closed an underwritten offering of 6,150,793 shares of its common stock and pre-funded warrants to purchase 238,095 shares of common stock at an exercise price of $ 0.001 per share .

The shares of common stock were sold at a price of $ 63.00 per share and the pre-funded common stock warrants were sold at a price of $ 62.999 per pre-funded common stock warrant, resulting in gross proceeds of $ 402.5 million.

Fees related to the offering included underwriting discounts, commissions, and offering expenses in the aggregate amount of $ 24.6 million, resulting in net proceeds of $ 377.9 million.

The Company has assessed the pre-funded common stock warrants for appropriate equity or liability classification.

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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 September 30, 2024 , there were 11,231,951 shar es authorized for issuance under the 2021 Plan, inclusive of shares added from 2017 Plan cancellations.

As of March 31, 2025, there wer e 13,759,230 sh ares authorized for issuance under the 2021 Plan, inclusive of shares added from 2017 Plan cancellations.

Janux Therapeutics, Inc.

7 unchanged sentences

Forfeited or cancelled

Outstanding at September 30, 2024

Vested and expected to vest at September 30, 2024

Exercisable at September 30, 2024

The weighted-average grant date fair value per share of option grants for the nine months ended September 30, 2024 and 2023 was $ 10.86 and $ 10.09 , respectively.

The total intrinsic value of stock options exercised for the nine months ended September 30, 2024 and 2023 was $ 22.1 million and $ 1.9 million, respectively.

As of September 30, 2024 , total unrecognized stock-based compensation cost associated with option grants was $ 39.1 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.3 years.

Outstanding at March 31, 2025

Vested and expected to vest at March 31, 2025

Exercisable at March 31, 2025

The weighted-average grant date fair value per share of option grants for the three months ended March 31, 2025 and 2024 was $ 43.55 and $ 8.11 , respectively.

The total intrinsic value of stock options exercised for the three months ended March 31, 2025 and 2024 was $ 3.0 million and $ 5.6 million, respectively.

As of March 31, 2025 , total unrecognized stock-based compensation cost associated with option grants was $ 79.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.6 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:

Nine Months Ended September 30,

Three Months Ended March 31,

Risk-free interest rate

2 unchanged sentences

Expected volatility

103 % – 104 %

Expected term (in years)

22 unchanged sentences

Forfeited or cancelled

Outstanding at September 30, 2024

Outstanding at March 31, 2025

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 September 30, 2024, total unrecognized stock-based compensation cost associated wit h RSUs was $ 3.3 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.1 years.

As of March 31, 2025, total unrecognized stock-based compensation cost associated wit h RSUs was $ 30.9 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.6 years.

2021 Employee Stock Purchase Plan

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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).

For the three and nine months ended September 30, 2024 , stock-based compensation expense related to the ESPP was $ 0.1 million and $ 0.6 million, respectively.

Stock-based compensation expense related to the ESPP for the three and nine months ended September 30, 2023 was $ 0.2 million and $ 0.7 million, respectively.

As of September 30, 2024 , total unrecognized stock-based compensation expense related to the ESPP was $ 0.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.2 years.

Stock-based compensation expense related to the ESPP was immaterial for the three months ended March 31, 2025 and 2024.

As of March 31, 2025 , total unrecognized stock-based compensation expense related to the ESPP was $ 0.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.2 years.

Stock-Based Compensation Expense

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Research and development

General and administrative

Modification of equity awards

In July 2024, and in connection with the resignation of a former director, the board of directors approved the following modifications to the terms of the former director’s outstanding equity awards:

(a) acceleration of the vesting of all unvested stock options and awards in full, effective as of the former director's resignation date;

and (b) extension of the post-termination exercise period for outstanding options until the earlier of the third anniversary of such resignation date or the original expiration date of such options, subject to the Company’s ability to take any actions permitted under the 2021 Plan.

The incremental stock-based compensation expense resulting from these modifications recognized during the three and nine months ended September 30, 2024 was $ 0.7 million.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

In August 2024, and in connection with the resignation of a former executive officer, the compensation committee of the board of directors approved the following modifications to the terms of the former officer’s outstanding equity awards as defined within a transition and consulting agreement with the former officer (the “Transition Agreement”):

(a) acceleration of the vesting of unvested stock options such that the number of options that would have vested through June 30, 2026, are vested and exercisable, with such acceleration deemed effective as of December 31, 2024, subject to service conditions described within the Transition Agreement;

and (b) extension of the post-termination exercise period for outstanding options until the earlier of December 31, 2027 or the original expiration date of such options, subject to the Company’s ability to take any actions permitted under the Plans, as applicable.

The incremental stock-based compensation expense resulting from these modifications recognized during the three and nine months ended September 30, 2024 was $ 8.7 million.

Unvested Stock Liabilities

A summary of the Company’s unvested shares and unvested stock liabilities is as follows (in thousands, except share data):

Weighted-Average Grant Date Fair Value

Stock Liabilities

Balance at December 31, 2023

Vested shares

Balance at September 30, 2024

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following:

September 30,

Common stock options outstanding

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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 require Merck to obtain a

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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.

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 September 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 $ 0.4 million, $ 2.5 million, $ 10.6 m illion, and $ 5.6 million of revenue under the Merck Agreement for the three months ended September 30, 2024 and 2023 and nine months ended September 30, 2024 and 2023, respectively.

The Company's performance obligations related to the Collaboration Targets were completed as of September 30, 2024 .

The Company recognized $ 0 and $ 1.3 million of revenue under the Merck Agreement for the three months ended March 31, 2025 and 2024, respectively.

The Company's performance obligations related to the Collaboration Targets were completed as of March 31, 2025 .

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