What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 117 added, 87 removed, 525 unchanged (28% of the section changed)

3 unchanged sentences

(in thousands, except share and par value data)

September 30,

Current assets:

19 unchanged sentences

authorized shares – 10,000,000

at June 30, 2025 and December 31, 2024;

at September 30, 2025 and December 31, 2024;

no shares issued

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

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

Common stock, $ 0.001 par value;

authorized shares – 200,000,000

at June 30, 2025 and December 31, 2024;

at September 30, 2025 and December 31, 2024;

issued and outstanding

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

shares – 60,123,602 and 59,064,606 at September 30, 2025 and

December 31, 2024, respectively

9 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Collaboration revenue

7 unchanged sentences

Total other income

Other comprehensive gain (loss):

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

Other comprehensive gain:

Unrealized gain on available-for-sale securities, net

Comprehensive loss

5 unchanged sentences

Unaudited Condensed Statements of Stockholders’ Equity

For the Six Months Ended June 30, 2025 and 2024

For the Nine Months Ended September 30, 2025 and 2024

(in thousands, except share data)

3 unchanged sentences

Exercise of common stock options

Exercise of pre-funded common stock warrants

Shares issued under employee stock purchase plan

2 unchanged sentences

Unrealized gain on available-for-sale securities, net

Balance at June 30, 2025

Balance at September 30, 2025

Comprehensive

Stockholders’

Income (Loss)

Balance at December 31, 2023

1 unchanged sentence

Exercise of common stock options

Issuance of common stock upon settlement of restricted stock units

Shares issued under employee stock purchase plan

1 unchanged sentence

Stock-based compensation

Unrealized loss on available-for-sale securities, net

Balance at June 30, 2024

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2024

See accompanying notes.

1 unchanged sentence

Unaudited Condensed Statements of Stockholders’ Equity

For the Three Months Ended June 30, 2025 and 2024

For the Three Months Ended September 30, 2025 and 2024

(in thousands, except share data)

1 unchanged sentence

Stockholders’

Income (Loss)

Balance at March 31, 2025

Balance at June 30, 2025

Exercise of common stock options

Shares issued under employee stock purchase plan

Exercise of pre-funded common stock warrants

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

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2025

Comprehensive

Stockholders’

Balance at March 31, 2024

Issuance costs

Income (Loss)

Balance at June 30, 2024

Exercise of common stock options

Shares issued under employee stock purchase plan

Issuance of common stock upon settlement of restricted stock units

Vesting of restricted shares

Stock-based compensation

Unrealized loss on available-for-sale securities, net

Balance at June 30, 2024

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2024

See accompanying notes.

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

3 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

14 unchanged sentences

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash – beginning of year

2 unchanged sentences

Unpaid property and equipment

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

Unrealized gain on available-for-sale securities, net

Operating lease liabilities arising from right-of-use assets

See accompanying notes.

4 unchanged sentences

(the “Company”) was incorporated in the State of Delaware in June 2017 and is based in San Diego, California.

The Company is a clinical-stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (“TRACTr”) and Tumor Activated Immunomodulator (“TRACIr”) platforms to better treat patients suffering from cancer.

The Company is a clinical-stage biopharmaceutical company developing a broad pipeline of novel immunotherapies by applying its proprietary technology to its Tumor Activated T Cell Engager (“TRACTr”), Tumor Activated Immunomodulator (“TRACIr”) and Adaptive Immune Response Modulator (“ARM” ) platforms to better treat patients suffering from cancer and autoimmune disease.

Liquidity and Capital Resources

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.

From its inception through September 30, 2025, the Company has devoted substantially all its efforts to organizing and staffing, business planning, raising capital and developing its TRACTr, TRACIr and ARM therapeutic platforms and assets.

The Company has incurred net losses and negative cash flows from operations since inception and had an accumulated deficit of $ 319.4 million as of September 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 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.

The unaudited condensed financial statements as of September 30, 2025, and for the three and nine months ended September 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.

34 unchanged sentences

Observable Inputs

As of June 30, 2025:

As of September 30, 2025:

Cash equivalents:

34 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, money market funds and commercial paper.

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

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

15 unchanged sentences

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

As of June 30, 2025

As of September 30, 2025

Treasury securities

5 unchanged sentences

Commercial paper

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.

The amortized cost and estimated fair value in the tables above exclude $ 6.3 million and $ 5.4 million of accrued interest receivable as of September 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 June 30, 2025

As of September 30, 2025

Due in 1 Year or Less

9 unchanged sentences

Commercial paper

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.

As of September 30, 2025 , 10 out of 122 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.

3 unchanged sentences

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.

No allowance for credit losses has been recorded as of September 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 September 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 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 .

For the three and nine months ended September 30, 2025 and 2024 , 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.

18 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

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

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.

A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration.

22 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.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Research and Development Expenses

1 unchanged sentence

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 condensed balance sheets as prepaid expenses.

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

The Company records accruals for estimated costs

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

incurred for ongoing research and development activities.

When evaluating the adequacy of the accrued expenses, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs.

28 unchanged sentences

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).

All revenue recognized to date has been derived from the Company’s existing collaboration agreement with Merck Sharp & Dohme Corp.

(“Merck”) ( as defined and described in Note 5).

Net Loss Per Share

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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.

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 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.

The Company has excluded weighted-average unvested shares of 1,895 and 4,618 from the weighted-average number of shares of common stock outstanding for the three and nine months ended September 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 June 30,

As of September 30,

Common stock options outstanding

4 unchanged sentences

Accounting Pronouncements Pending Adoption

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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

10 unchanged sentences

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 325).

The new standard introduces a practical expedient for all entities when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

This standard is effective for the Company for annual periods beginning after December 15, 2026 and for interim periods within those annual reporting periods.

Early adoption is permitted in both interim and annual periods.

The Company is currently evaluating the impact of ASU 2025-05 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

19 unchanged sentences

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 Company also has an operating lease for additional subleased office space in San Diego, California through January 2028.

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 June 30, 2025 are as follows (in thousands):

Future minimum noncancelable operating lease payments as of September 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 7.6 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.

The Company's operating leases had a weighted-average remaining lease term of 7.1 years and a weighted-average discount rate of 8 % as of September 30, 2025.

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

Operating lease expense included in the measurement of lease liabilities for each of the nine months ended September 30, 2025 and 2024 was $ 2.6 million.

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

Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2025 and 2024 was $ 2.6 million and $ 2.5 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 June 30, 2025, the Company is not currently party to any material le gal proceedings.

As of September 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 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.

There was no activity from the Sale Agreement during the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025 and 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.

The shares of common stock were sold at a price of $ 12.46 per share and the pre-funded common stock warrants were sold at a price of $ 12.459 per pre-funded common stock warrant, resulting in gross proceeds of $ 59.0 million.

Fees related to the offering included underwriting discounts, commissions, and offering expenses in the aggregate amount of $ 2.5 million, resulting in net proceeds of $ 56.5 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.

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

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

expenses in the aggregate amount of $ 2.5 million, resulting in net proceeds of $ 56.5 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.

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 .

27 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 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.

As of September 30, 2025, there wer e 13,749,675 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 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.

Outstanding at September 30, 2025

Vested and expected to vest at September 30, 2025

Exercisable at September 30, 2025

The weighted-average grant date fair value per share of option grants for the nine months ended September 30, 2025 and 2024 was $ 38.52 and $ 10.86 , respectively.

The total intrinsic value of stock options exercised for the nine months ended September 30, 2025 and 2024 was $ 4.3 million and $ 22.1 million, respectively.

As of September 30, 2025 , total unrecognized stock-based compensation cost associated with option grants was $ 64.5 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:

Six Months Ended June 30,

Nine Months Ended September 30,

Risk-free interest rate

2 unchanged sentences

Expected volatility

101 % – 104 %

Expected term (in years)

22 unchanged sentences

Forfeited or cancelled

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.

Outstanding at September 30, 2025 (1)

(1) This amount includes 18,296 vested and unsettled 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 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.

As of September 30, 2025, total unrecognized stock-based compensation cost associated wit h RSUs was $ 27.8 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.2 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 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 related to the ESPP was immaterial for the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025 , total unrecognized stock-based compensation expense related to the ESPP was $ 0.7 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.3 years.

Stock-Based Compensation Expense

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

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, upon the recommendation from the compensation committee of 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 RSUs 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

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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.

There was no stock-based compensation expense resulting from these modifications recognized during the three and nine months ended September 30, 2025.

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:

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

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.

There was no stock-based compensation expense resulting from these modifications recognized during the three and nine months ended September 30, 2025.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following:

September 30,

Common stock options outstanding

4 unchanged sentences

Research Collaboration and Exclusive License Agreement

In December 2020, the Company entered into a research collaboration and exclusive license agreement (the “Merck Agreement”), pursuant to which the Company granted Merck Sharp & Dohme Corp.

(“Merck”) an exclusive, worldwide, royalty-bearing, sublicensable license to certain of its patent rights and know-how for up to two collaboration targets (“First Collaboration Target” and “Second Collaboration Target”, together the “Collaboration Targets”) related to next generation T cell engager immunotherapies for the treatment of cancer.

In December 2020, the Company entered into a research collaboration and exclusive license agreement (the “Merck Agreement”), pursuant to which the Company granted Merck an exclusive, worldwide, royalty-bearing, sublicensable license to certain of its patent rights and know-how for up to two collaboration targets (“First Collaboration Target” and “Second Collaboration Target”, together the “Collaboration Targets”) related to next generation T cell engager immunotherapies for the treatment of cancer.

In each case, once the Collaboration Targets are designated by Merck, they have the right to research, develop, make, have made, use, import, offer to sell, and sell compounds and any licensed products related thereto.

10 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.

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.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

In August 2025, a developmental milestone of $ 10.0 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, 2025 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.

Under the Merck Agreement, the Company recognized $ 10.0 million of revenue for each of the three and nine months ended September 30, 2025 and $ 0.4 million and $ 10.6 million of revenue for the three and nine months ended September 30, 2024, respectively.

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