What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 157 added, 165 removed, 477 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except share and par value data)

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, net

Short-term investments

9 unchanged sentences

Accrued expenses

Current portion of deferred revenue

Current portion of operating lease liabilities

Total current liabilities

Deferred revenue, net of current portion

Operating lease liabilities, net of current portion

3 unchanged sentences

Preferred stock, $ 0.001 par value;

authorized shares – 10,000,000

at September 30, 2025 and December 31, 2024;

authorized shares – 10,000,000 at

March 31, 2026 and December 31, 2025, respectively;

no shares issued

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

and outstanding at March 31, 2026 and December 31, 2025

Common stock, $ 0.001 par value;

authorized shares – 200,000,000

at September 30, 2025 and December 31, 2024;

issued and outstanding

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

December 31, 2024, respectively

authorized shares – 200,000,000 at

March 31, 2026 and December 31, 2025;

issued and outstanding shares – 60,865,458

and 60,384,283 at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Collaboration revenue

7 unchanged sentences

Total other income

Other comprehensive gain:

Unrealized gain on available-for-sale securities, net

Other comprehensive gain (loss):

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

Comprehensive loss

5 unchanged sentences

Unaudited Condensed Statements of Stockholders’ Equity

For the Nine Months Ended September 30, 2025 and 2024

For the Three Months Ended March 31, 2026 and 2025

(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

Issuance of common stock upon settlement of restricted stock units

Stock-based compensation

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2025

Unrealized loss on available-for-sale securities, net

Balance at March 31, 2026

Comprehensive

1 unchanged sentence

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 settlement 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

See accompanying notes.

Janux Therapeutics, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

For the Three Months Ended September 30, 2025 and 2024

(in thousands, except share data)

Comprehensive

Stockholders’

Balance at June 30, 2025

Exercise of common stock options

Exercise of pre-funded common stock warrants

Issuance of common stock upon settlement of restricted stock units

Stock-based compensation

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2025

Comprehensive

Stockholders’

Income (Loss)

Balance at June 30, 2024

Exercise of common stock options

Issuance of common stock upon settlement of restricted stock units

Vesting of restricted shares

Stock-based compensation

Unrealized gain on available-for-sale securities, net

Balance at September 30, 2024

Balance at March 31, 2025

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

9 unchanged sentences

Maturities of short-term investments

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

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

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

Proceeds from exercise of common stock options

Payments 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

Unrealized gain on available-for-sale securities, net

Operating lease liabilities arising from right-of-use assets

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, 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.

From its inception through March 31, 2026, 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 $ 375.7 million as of March 31, 2026.

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, 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.

The unaudited condensed financial statements as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, 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 September 30, 2025:

As of March 31, 2026:

Cash equivalents:

22 unchanged sentences

Money market funds

Commercial paper

Total cash equivalents

14 unchanged sentences

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 September 30, 2025

As of March 31, 2026

Treasury securities

5 unchanged sentences

Commercial paper

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.

The amortized cost and estimated fair value in the tables above exclude $ 7.5 million and $ 6.4 million of accrued interest receivable as of March 31, 2026 and December 31, 2025, 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, 2025

As of March 31, 2026

Due in 1 Year or Less

9 unchanged sentences

Commercial paper

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.

As of March 31, 2026 , 53 out of 128 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

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 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 .

No allowance for credit losses has been recorded as of March 31, 2026 or December 31, 2025.

There were no available-for-sale debt securities in a continuous unrealized loss position for 12 months or longer at March 31, 2026 or December 31, 2025 .

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 nine months ended September 30, 2025 and 2024 , all of the Company’s revenue related to a single customer.

For the three months ended March 31, 2026, all of the Company’s revenue related to a single customer.

As of March 31, 2026 and December 31, 2025 , all of the Company’s accounts receivable, if any, relate to a single customer.

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

Deferred Revenue

When the Company is entitled to bill its customers and receive payment from its customers in advance of its obligation to provide services or transfer goods to its customers, the Company includes the amounts in deferred revenue on its balance sheets.

For further discussion, refer to the Company’s revenue recognition policy below.

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.

15 unchanged sentences

The Company has elected to recognize lease incentives, such as tenant improvement allowances, at the lease commencement date as a reduction to the ROU asset and lease liabilities balance until paid to it by the lessor to the extent that the lease provides a specified fixed or maximum level of reimbursement and the Company is reasonably certain to incur reimbursable costs at least equaling such amounts.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Revenue Recognition

The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities.

If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), as detailed below.

The Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service.

2 unchanged sentences

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)

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.

8 unchanged sentences

If a significant financing component exists, the transaction price is adjusted for the time value of money.

Certain arrangements may include reimbursement of research and development or other costs.

Such reimbursements are included in the transaction price based on the Company’s estimate of amounts expected to be received.

If an element of variability exists, the Company must estimate the consideration it expects to receive and uses that amount as the basis for recognizing revenue as the product or the service is transferred to the customer.

6 unchanged sentences

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).

If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

performance obligation.

For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation.

For performance obligations satisfied over time, the Company recognizes revenue using an input method that measures progress based on costs incurred relative to total estimated costs, when that method best depicts the transfer of control of goods or services to the customer.

Estimates of total costs are reviewed and updated each reporting period.

In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation.

5 unchanged sentences

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

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

incurred for ongoing research and development activities.

The Company records accruals for estimated costs 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.

16 unchanged sentences

The Company recognizes forfeitures for all awards as they occur.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Comprehensive Loss

10 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 Sharp & Dohme Corp.

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

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

(“Merck”) and Bristol-Myers Squibb Company (“BMS”) ( as defined and described in Note 5).

Net Loss Per Share

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

for which deferred settlement was elected (Note 4), without consideration for potentially dilutive securities.

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 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 September 30,

As of March 31,

Common stock options outstanding

Unvested RSUs

Unvested common stock

Employee stock purchase plan shares

Total potentially dilutive shares

Recent Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

The new standard refines the scope of derivative accounting under ASC 815 by expanding an existing scope exception to exclude certain non-exchange traded contracts with underlyings based on the operations or activities of one of the contract parties from derivative classification.

The ASU also provides guidance under Topic 606 on the accounting for share-based noncash consideration received from a customer in a revenue contract, including measurement and timing considerations.

ASU 2025-07 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted.

Entities may adopt prospectively for new or modified contracts after the adoption date, or modified retrospectively for contracts outstanding at adoption with a cumulative-effect adjustment to opening retained earnings.

The Company early adopted ASU 2025-07 on January 1, 2026 and the adoption of the standard had no material impact on its financial statements and related disclosures.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Accounting Pronouncements Pending Adoption

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.

The standard is effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted.

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 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):

5 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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements.

The new standard clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The standard is effective for the Company for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-11 on its financial statements and related disclosures.

1 unchanged sentence

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

September 30,

Interest receivable

2 unchanged sentences

Prepaid expenses and other current assets

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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

September 30,

Laboratory equipment

6 unchanged sentences

Accrued expenses consist of the following (in thousands):

September 30,

Accrued research and development

4 unchanged sentences

License Agreement with WuXi Biologics (Hong Kong) Limited

In April 2021, the Company entered into a cell line license agreement (“Cell Line License Agreement”) with WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”), pursuant to which the Company received a non-exclusive, worldwide, sublicensable license under certain of WuXi Biologics’ patent rights, know-how and biological materials (“WuXi Biologics Licensed Technology”), to use the WuXi Biologics Licensed Technology to make, use, sell, offer for sale and import certain therapeutic products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (“WuXi Biologics Licensed Product”).

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

license under certain of WuXi Biologics’ patent rights, know-how and biological materials (“WuXi Biologics Licensed Technology”), to use the WuXi Biologics Licensed Technology to make, use, sell, offer for sale and import certain therapeutic products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (“WuXi Biologics Licensed Product”).

In consideration for the license, the Company paid WuXi Biologics a non-refundable, one-time license fee of $ 0.2 million upon WuXi Biologics’ achievement of a certain technical milestone.

8 unchanged sentences

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

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

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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

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

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

2 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, 2025 are as follows (in thousands):

Future minimum noncancelable operating lease payments as of March 31, 2026 are as follows (in thousands):

2026 (remaining)

4 unchanged sentences

Operating lease liabilities, net of current portion

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.

The Company's operating leases had a weighted-average remaining lease term of 6.7 years and a weighted-average discount rate of 8.0 % as of March 31, 2026.

Operating lease expense included in the measurement of lease liabilities for the three months ended March 31, 2026 and 2025 was $ 1.0 million and $ 0.9 million, respectively.

Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2026 and 2025 was $ 1.0 million and $ 0.9 million, respectively.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

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

As of March 31, 2026, 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-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 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.

There was no activity from the Sale Agreement during the three months ended March 31, 2026 and 2025.

As of March 31, 2026 , $ 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

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.

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.

5 unchanged sentences

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.

8 unchanged sentences

The maximum term of options granted under the 2017 Plan is ten years and, in general, the options issued under the 2017 Plan vest over a four-year period from the vesting commencement date.

The 2017 Plan allows for the early exercise of stock options, which may be subject to repurchase by the Company at the original exercise price.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Plan allows for the early exercise of stock options, which may be subject to repurchase by the Company at the original exercise price.

Upon the effectiveness of the 2021 Plan defined and described below, no further grants will be made under the 2017 Plan.

7 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 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.

Notes to Unaudited Condensed Financial Statements–(Continued)

As of March 31, 2026, there wer e 13,571,381 sh ares authorized for issuance under the 2021 Plan, inclusive of shares added from 2017 Plan cancellations.

Stock Options

5 unchanged sentences

Forfeited or cancelled

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:

Nine Months Ended September 30,

Outstanding at March 31, 2026

Vested and expected to vest at March 31, 2026

Exercisable at March 31, 2026

The weighted-average grant date fair value per share of options granted during the three months ended March 31, 2026 and 2025 was $ 11.19 and $ 43.55 , respectively.

The total intrinsic value of stock options exercised for the three months ended March 31, 2026 and 2025 was $ 1.7 million and $ 3.0 million, respectively.

As of March 31, 2026 , total unrecognized stock-based compensation cost associated with option grants was $ 61.2 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.7 years.

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

Three Months Ended March 31,

Risk-free interest rate

2 unchanged sentences

Expected volatility

102 % – 103 %

103 % – 104 %

Expected term (in years)

5 unchanged sentences

Expected volatility.

For options granted in the initial years following the Company’s IPO, given the Company’s limited historical stock price volatility data, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available, including the Company’s historical volatility, weighted by years of available trading data within the expected term.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

prices are publicly available, including the Company’s historical volatility, weighted by years of available trading data within the expected term.

The peer group was developed based on companies in the biotechnology industry.

6 unchanged sentences

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

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Restricted Stock Units

4 unchanged sentences

Forfeited or cancelled

Outstanding at September 30, 2025 (1)

Outstanding at March 31, 2026 (1)

(1) This amount includes 19,146 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.

1 unchanged sentence

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

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.

As of March 31, 2026, total unrecognized stock-based compensation cost associated wit h RSUs was $ 28.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.3 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 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 related to the ESPP was immaterial for the three months ended March 31, 2026 and 2025.

As of March 31, 2026 , total unrecognized stock-based compensation expense related to the ESPP was $ 1.2 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.4 years.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

Stock-Based Compensation Expense

1 unchanged sentence

Three 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

3 unchanged sentences

Pre-funded common stock warrants outstanding

Research Collaboration and Exclusive License Agreement

Collaboration Revenue

Research Collaboration and Exclusive License Agreement with Merck

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.

9 unchanged sentences

Merck has the unilateral right to terminate the Merck Agreement in its entirety or on a Collaboration Target by Collaboration Target basis at any time and for any reason upon prior written notice to the Company.

Both parties have the right to terminate the agreement for an uncured material breach, certain illegal or unethical activities, and insolvency of the other party.

Janux Therapeutics, Inc.

Notes to Unaudited Condensed Financial Statements–(Continued)

parties have the right to terminate the agreement for an uncured material breach, certain illegal or unethical activities, and insolvency of the other party.

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 months ended March 31, 2026 and 2025.

The Company's performance obligations related to the First Collaboration Target and Second Collaboration Target were completed in March 2023 and August 2024, respectively.

Exclusive License and Collaboration Agreement with BMS

In January 2026, the Company entered into an exclusive license and collaboration agreement (the “BMS Agreement”) with Bristol-Myers Squibb Company (“BMS”) to develop and commercialize an undisclosed, novel tumor-activated therapeutic targeting a validated solid tumor antigen expressed across several human cancer types (“BMS Collaboration Target”).

Under the BMS Agreement, the Company granted BMS an exclusive, sublicensable, royalty-bearing license, under the relevant patents and know-how owned or in-licensed by the Company, to develop, manufacture, commercialize and otherwise exploit a tumor-activated therapeutic targeting the BMS Collaboration Target (“Licensed Compounds”, and products containing Licensed Compounds, “Licensed Products”) worldwide for all uses.

The Company is responsible for conducting, at the Company’s own expense and pursuant to an agreed joint development plan, pre-clinical development until IND submission for one Licensed Compound.

In addition the Company will manufacture and supply Licensed Products to BMS for early clinical development leading up to IND submission.

Thereafter, BMS will have the sole right, at its own expense, to develop, manufacture and commercialize Licensed Products.

BMS is obligated to use commercially reasonable efforts to develop and seek regulatory approval of and commercialize at least one Licensed Product in the United States.

As consideration for the rights granted to BMS under the BMS Agreement, the Company received an upfront payment of $ 15.0 million, will receive a $ 35.0 million payment related to a developmental milestone achieved in March 2026 and upon achievement of certain development, regulatory and sales milestones, will be eligible to receive up to $ 750.0 million in additional milestone payments.

In addition, BMS is obligated to make tiered royalty payments to the Company based on annual net sales of Licensed Products, with the applicable royalty rates ranging from high-single digit to low-double digit percentages, subject to certain customary reductions.

Such royalty obligation is on a Licensed Product-by-Licensed Product and country-by-country basis, beginning on the first commercial sale of a Licensed Product in a country and expiring on the latest of (i) 10 years from such first commercial sale in such country, (ii) the expiration of the last to expire valid claim of the relevant patents in such country or (iii) expiration of regulatory exclusivity for such Licensed Product in such country.

The BMS Agreement will remain in effect until it expires on a Licensed Product-by-Licensed Product and country-by-country basis with the expiration of the applicable royalty term.

Each party may terminate the BMS Agreement for the uncured material breach or bankruptcy of the other party.

BMS may also terminate the BMS Agreement for safety reasons and for convenience, and the Company may terminate the BMS Agreement for BMS’ cessation of development and commercial activities for Licensed Products.

Upon termination of the BMS Agreement, all rights and licenses granted to BMS for the Licensed Compounds and Licensed Products will terminate.

The Company determined that forfeiture of the exclusive license rights upon early termination by BMS for convenience represents a substantive termination penalty given the value reverted back to the Company in being able to license any Licensed Compounds and Licensed Products to another end customer.

Therefore, the Company has enforceable rights throughout the term of the contract.

The Company concluded that BMS represented a customer and has accounted for the initial units of account in accordance with ASC 606.

The Company evaluated the promised goods and services in the BMS Agreement and determined that the license to the Company’s intellectual property granted to BMS, research and development activities, and manufacture and supply of Licensed Products to BMS for early clinical development represented one combined performance obligation.

Given the preclinical stage of the underlying intellectual property, the Company determined that BMS cannot benefit from the license separately from the research and early clinical manufacturing and supply activities as these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct.

Accordingly, the entire transaction price was allocated to that single performance obligation.

As it relates to the identified performance obligation, the Company recognizes revenue using the cost-to-cost method, as it appropriately depicts the transfer of control to BMS over time.

Under the cost-to-cost method, revenue is recognized based on the percentage of actual costs incurred relative to total estimated costs required to satisfy the performance obligation, applied to the estimated transaction price.

In accordance with ASC 606, the Company determined the initial transaction price under the BMS Agreement to be $ 57.3 million, which is comprised of the non-refundable upfront payment of $ 15.0 million, $ 35.0 million related to a developmental milestone achieved in March 2026, at which time the Company had an unconditional right to the consideration, and a total of $ 7.3 million aggregate estimated reimbursable expenses associated with certain research and development activities the Company is

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.

required to perform under the BMS Agreement up to the point of IND submission.

The variable consideration related to estimated reimbursable future research expenses was included in the transaction price under the expected value method based on the Company’s best estimate of the amount to be received as part of the joint development plan.

The aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied (or partially unsatisfied) as of March 31, 2026 was $ 53.6 million.

The Company concluded that there was not a significant financing component under the BMS Agreement.

As of March 31, 2026, with respect to the remaining variable consideration within the BMS Agreement, including all other future development milestone payments and sales milestone payments, the Company did not determine that these payments were not probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company’s control.

Therefore, this aggregate consideration has been fully constrained and is not included in the transaction price at March 31, 2026.

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

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

Under the BMS Agreement, the Company recognized $ 3.7 million of revenue for the three months ended March 31, 2026.

As of March 31, 2026 , aggregate deferred revenue related to the BMS Agreement was $ 46.3 million, $ 37.6 million of which was classified as current.

The Company had $ 35.0 million of accounts receivable outstanding under the BMS Agreement as of March 31, 2026 .

The remaining performance obligations under the BMS Agreement relate to the Company’s conduct of research services for the BMS Collaboration Target.

The Company estimates the remaining term of the research services, over which revenue will be recognized, to be 1.6 years as of March 31, 2026 .

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