What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 98 added, 63 removed, 514 unchanged (24% of the section changed)

24 unchanged sentences

authorized shares – 10,000,000

at March 31, 2025 and December 31, 2024;

at June 30, 2025 and December 31, 2024;

no shares issued

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

and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

authorized shares – 200,000,000

at March 31, 2025 and December 31, 2024;

at June 30, 2025 and December 31, 2024;

issued and outstanding

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

shares – 59,297,814 and 59,064,606 at June 30, 2025 and

December 31, 2024, respectively

9 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, 2025 and 2024

For the Six Months Ended June 30, 2025 and 2024

(in thousands, except share data)

3 unchanged sentences

Exercise of common stock options

Shares issued under employee stock purchase plan

Issuance of common stock upon settlement of restricted stock units

Stock-based compensation

Unrealized gain on available-for-sale securities, net

Balance at March 31, 2025

Balance at June 30, 2025

Comprehensive

4 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 June 30, 2024

See accompanying notes.

Janux Therapeutics, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

For the Three Months Ended June 30, 2025 and 2024

(in thousands, except share data)

Comprehensive

Stockholders’

Income (Loss)

Balance at March 31, 2025

Exercise of common stock options

Shares issued under employee stock purchase plan

Issuance of common stock upon settlement of restricted stock units

Stock-based compensation

Unrealized loss on available-for-sale securities, net

Balance at June 30, 2025

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

See accompanying notes.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

17 unchanged sentences

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 issuance costs

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

7 unchanged sentences

Liquidity and Capital Resources

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.

From its inception through June 30, 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 $ 295.1 million as of June 30, 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 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.

The unaudited condensed financial statements as of June 30, 2025, and for the three and six months ended June 30, 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 March 31, 2025 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 December 31, 2024 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.

31 unchanged sentences

Observable Inputs

As of March 31, 2025:

As of June 30, 2025:

Cash equivalents:

Money market funds

Commercial paper

Total cash equivalents

53 unchanged sentences

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

As of March 31, 2025

As of June 30, 2025

Treasury securities

5 unchanged sentences

Commercial paper

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.

The amortized cost and estimated fair value in the tables above exclude $ 5.7 million and $ 5.4 million of accrued interest receivable as of June 30, 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 March 31, 2025

As of June 30, 2025

Due in 1 Year or Less

9 unchanged sentences

Commercial paper

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.

As of June 30, 2025 , 24 out of 117 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.

2 unchanged sentences

Notes to Unaudited Condensed Financial Statements–(Continued)

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, 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.

From time to time, the market value of the Company’s debt securities experience declines .

This is primarily attributable to economic conditions and interest rate adjustments, rather than credit-related factors.

The Company does not intend to sell any securities prior to maturity.

No allowance for credit losses has been recorded as of June 30, 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 June 30, 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.

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 .

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

The Company did no t recognize any revenue for the three and six months ended June 30, 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.

47 unchanged sentences

Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract.

Research and Development Expenses

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Research and Development Expenses

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

15 unchanged sentences

Stock-Based Compensation

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.

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

12 unchanged sentences

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.

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 and vested RSUs for which deferred settlement was elected (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 from the weighted-average number of shares of common stock outstanding for the three months March 31, 2024.

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

1 unchanged sentence

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):

As of March 31,

As of June 30,

Common stock options outstanding

Restricted stock units outstanding

Unvested RSUs

Unvested common stock

11 unchanged sentences

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.

The standard is effective for the Company for annual periods 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.

42 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 March 31, 2025 are as follows (in thousands):

Future minimum noncancelable operating lease payments as of June 30, 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 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.

The Torrey Plaza lease has a remaining lease term of 7.6 years and a discount rate of 8 % as of June 30, 2025.

Operating lease expense included in the measurement of lease liabilities for each of the three months ended June 30, 2025 and 2024 was $ 0.9 million.

Operating lease expense included in the measurement of lease liabilities for each of the six months ended June 30, 2025 and 2024 was $ 1.7 million.

Cash paid for amounts included in the measurement of lease liabilities for the three months ended June 30, 2025 and 2024 was $ 0.9 million and $ 0.8 million, respectively.

Cash paid for amounts included in the measurement of lease liabilities for each of the six months ended June 30, 2025 and 2024 was $ 1.7 million.

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, 2025, the Company is not currently party to any material le gal proceedings.

As of June 30, 2025, the Company is not currently party to any material le gal proceedings.

Stockholders’ Equity

4 unchanged sentences

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.

There was no activity from the Sale Agreement during the three and six months ended June 30, 2025.

As of June 30, 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)

warrant, resulting in gross proceeds of $ 341.0 million.

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

20 unchanged sentences

In June 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan,” and, together with the 2017 Plan, the “Plans”).

Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock awards, performance cash awards and other forms of stock awards to employees, directors and consultants.

Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, RSUs, performance stock awards, performance cash awards and other forms of stock awards to employees, directors and consultants.

The maximum term of options granted under the 2021 Plan is ten years and, in general, the options issued under the 2021 Plan vest over a four-year period from the vesting commencement date.

2 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, 2025, there wer e 13,759,230 sh ares authorized for issuance under the 2021 Plan, inclusive of shares added from 2017 Plan cancellations.

As of June 30, 2025, there wer e 13,754,930 sh ares authorized for issuance under the 2021 Plan, inclusive of shares added from 2017 Plan cancellations.

Janux Therapeutics, Inc.

1 unchanged sentence

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):

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

Exercise Price

3 unchanged sentences

Forfeited or cancelled

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.

Outstanding at June 30, 2025

Vested and expected to vest at June 30, 2025

Exercisable at June 30, 2025

The weighted-average grant date fair value per share of option grants for the six months ended June 30, 2025 and 2024 was $ 39.26 and $ 9.14 , respectively.

The total intrinsic value of stock options exercised for the six months ended June 30, 2025 and 2024 was $ 3.7 million and $ 15.8 million, respectively.

As of June 30, 2025 , total unrecognized stock-based compensation cost associated with option grants was $ 75.9 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.5 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

22 unchanged sentences

Restricted Stock Units

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

Restricted Stock Units

A summary of the Company’s RSU activity under the 2021 Plan is as follows:

Average Grant Date Fair Value per Share

Outstanding at December 31, 2024

Vested and settled

Forfeited or cancelled

Outstanding at March 31, 2025

Outstanding at June 30, 2025 (1)

(1) This amount includes 14,962 RSUs granted to the Company’s non-employee directors who have elected deferred settlement of the RSUs to a specified date following the first to occur of (i) the date that is 30 days following the date of the director's separation from service for any reason, or (ii) a change in control event.

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 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.

As of June 30, 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 3.4 years.

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, 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 related to the ESPP was immaterial for the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025 , total unrecognized stock-based compensation expense related to the ESPP was $ 0.9 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 condensed statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Research and development

24 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 $ 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 .

Under the Merck Agreement, the Company recognized no revenue for each of the three and six months ended June 30, 2025 and $ 8.9 million and $ 10.1 million of revenue for the three and six months ended June 30, 2024, respectively.

The Company's performance obligations related to the Collaboration Targets were completed as of June 30, 2025 .

Subsequent Events

In August 2025, pursuant to the Merck Agreement as described in Note 5, a developmental milestone related to the First Collaboration Target was achieved.

In consideration of the developmental milestone, Merck is obligated to pay the Company a milestone payment of $ 10.0 million.

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