What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 58 added, 33 removed, 163 unchanged (36% of the section changed)

18 unchanged sentences

We are also generating a number of additional TRACTr, TRACIr and ARM programs for potential future development.

In April 2026, we announced the decision to voluntarily discontinue further clinical development of JANX008, an epidermal growth factor receptor (EFGR)-targeted TRACTr program, following internal review of the data from the Phase 1a portion of the study because the overall magnitude and consistency of activity were not sufficient to support continued development relative to other pipeline programs and we have determined to prioritize development resources toward other pipeline opportunities.

We were incorporated in June 2017.

5 unchanged sentences

We have incurred operating losses since our inception and have not yet generated any product revenue.

Our net losses were $24.4 million and $23.5 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had an accumulated deficit of $375.7 million.

Our net losses were $46.3 million and $57.4 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, we had an accumulated deficit of $397.7 million.

Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on a variety of factors including the timing and scope of our clinical and preclinical studies and our expenditures on other research and development activities and the timing of any revenue recognition under our collaboration agreements with Merck and BMS.

We expect our expenses and operating losses will increase substantially and that we will continue to incur significant losses for the foreseeable future as we conduct our ongoing and planned research and development activities and conduct preclinical studies and clinical trials, hire additional personnel, protect our intellectual property and incur additional costs associated with being a public company.

We expect our expenses and operating losses will increase substantially and that we will continue to incur significant losses for the foreseeable future as we conduct our

ongoing and planned research and development activities and conduct preclinical studies and clinical trials, hire additional personnel, protect our intellectual property and incur additional costs associated with being a public company.

We do not expect to generate any revenues from product sales unless and until we successfully complete development and obtain regulatory approval for one or more product candidates, which will not be for many years, if ever.

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In addition, we are responsible for conducting, at our own expense and pursuant to an agreed joint development plan, pre-clinical development until Investigational New Drug application (IND) submission for the collaboration target.

In return, we have received an upfront payment of $15.0 million, will receive $35.0 million related to a developmental milestone achieved in March 2026, we are entitled to reimbursement of expenses associated with certain research and development activities we are required to perform under the BMS Agreement and will be eligible to receive $750.0 million in additional payments contingent upon successful completion of certain milestones.

In return, we have received an upfront payment of $15.0 million, a $35.0 million payment related to a developmental milestone achieved in March 2026, we are entitled to reimbursement of expenses associated with certain research and development activities we are required to perform under the BMS Agreement and will be eligible to receive $750.0 million in additional payments contingent upon successful completion of certain milestones.

We are also entitled to tiered royalties on global product sales, with the applicable royalty rates ranging from high-single digit to low-double digit percentages, subject to certain customary reductions.

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To date, we have not generated any revenues from the commercial sale of any products, and we do not expect to generate revenues from the commercial sale of any products for the foreseeable future, if ever.

Under the Merck Agreement, we recognized no

revenue for each of the three months ended March 31, 2026 and 2025, respectively.

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

Under the Merck Agreement, we recognized no revenue for each of the six months ended June 30, 2026 and 2025.

Under the BMS Agreement, we recognized $14.0 million for the six months ended June 30, 2026.

Research and Development

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Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025 (in thousands)

Three Months Ended March 31,

Comparison of the Three Months Ended June 30, 2026 and 2025 (in thousands)

Three Months Ended June 30,

Collaboration revenue

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Collaboration Revenue

Collaboration revenues were $3.7 million and $0 for the three months ended March 31, 2026 and 2025, respectively.

The increase of $3.7 million was due to the execution of the BMS Agreement in January 2026 and the related revenue recognized based on the full-time equivalent hours and costs incurred in the performance of research services required.

Collaboration revenues were $10.3 million and $0 for the three months ended June 30, 2026 and 2025, respectively.

The increase of $10.3 million was due to the execution of the BMS Agreement in January 2026 and the related revenue recognized based on the full-time equivalent hours and costs incurred in the performance of research services required under the BMS Agreement.

Research and Development Expense

The following table summarizes our direct and indirect research and development expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following table summarizes our direct and indirect research and development expenses for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Direct costs:

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Total research and development expenses

Research and development expenses were $26.8 million and $25.1 million for the three months ended March 31, 2026 and 2025, respectively.

The increase of $1.7 million was primarily due to increases in preclinical stage programs and other direct unallocated costs of $1.4 million.

Additional increases included indirect costs as a result of increased personnel costs of $0.9 million and direct costs related to the development of JANX007 of $0.9 million.

This was offset by decreases in direct costs related to the development of JANX011 of $1.3 million and direct costs related to the development of JANX008 of $0.2 million.

Research and development expenses were $31.0 million and $34.7 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease of $3.7 million was primarily due to decreases in direct costs related to the development of JANX011 of $4.0 million, direct costs related to the development of JANX014 of $2.2 million, direct costs related to the development of JANX008 of $0.9 million and direct costs related to the development of JANX007 of $0.6 million.

This was offset by increases in preclinical stage programs and other direct unallocated costs of $3.7 million and personnel costs of $0.3 million.

General and Administrative Expense

General and administrative expenses were $11.1 million and $9.8 million for the three months ended March 31, 2026 and 2025, respectively.

General and administrative expenses were $11.0 million and $10.5 million for the three months ended June 30, 2026 and 2025, respectively.

The increase of $0.5 million was primarily due to increases in consulting and professional fees of $0.5 million and personnel costs of $0.2 million, offset by a decrease in stock-based compensation expense of $0.2 million.

Other income was $9.7 million and $11.3 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease of $1.6 million was due to a decrease in cash and cash equivalents and short-term investments resulting in decreased interest income.

Comparison of the Six Months Ended June 30, 2026 and 2025 (in thousands)

Six Months Ended June 30,

Collaboration revenue

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Collaboration Revenue

Collaboration revenues were $14.0 million and $0 for the six months ended June 30, 2026 and 2025, respectively.

The increase of $14.0 million was due to the execution of the BMS Agreement in January 2026 and the related revenue recognized based on the full-time equivalent hours and costs incurred in the performance of research services required under the BMS Agreement.

Research and Development Expense

The following table summarizes our direct and indirect research and development expenses for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30,

Direct costs:

Preclinical stage programs and other direct unallocated costs

Total direct costs

Indirect costs

Total research and development expenses

Research and development expenses were $57.8 million and $59.7 million for the six months ended June 30, 2026 and 2025, respectively.

The decrease of $1.9 million was primarily due to decreases in direct costs related to the development of JANX011 of $5.3 million, direct costs related to the development of JANX014 of $2.7 million and direct costs related to the development of JANX008 of $1.1 million.

This was offset by increases in preclinical stage programs and other direct unallocated costs of $5.6 million, personnel costs of $1.2 million and direct costs related to the development of JANX007 of $0.4 million.

General and Administrative Expense

General and administrative expenses were $22.1 million and $20.3 million for the six months ended June 30, 2026 and 2025, respectively.

The increase of $1.8 million was primarily due to increases in consulting and professional fees of $1.4 million, personnel costs of $1.1 million and other general and administrative costs of $0.3 million, offset by a decrease in stock-based compensation expense of $1.0 million.

Other income was $9.9 million and $11.4 million for the three months ended March 31, 2026 and 2025, respectively.

Other income was $19.6 million and $22.6 million for the six months ended June 30, 2026 and 2025, respectively.

The decrease of $3.0 million was due to a decrease in cash and cash equivalents and short-term investments resulting in decreased interest income.

1 unchanged sentence

We have incurred net losses and negative cash flows from operations since our inception and anticipate we will continue to incur net losses and negative cash flows for the foreseeable future.

As of March 31, 2026, we had cash, cash equivalents, restricted cash and short-term investments of $957.2 million.

As of June 30, 2026, we had cash, cash equivalents, restricted cash and

short-term investments of $971.7 million.

Inclusive in this amount is $0.8 million of restricted cash that is not available for current use.

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In February 2024, we delivered written notice to BofA that we were suspending and terminating the prospectus related to the shares of our common stock issuable pursuant to the terms of the Sale Agreement.

In May 2024, we 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 our common under the Sale Agreement.

As of March 31, 2026, $150.0 million of common stock remained available for sale under the Sale Agreement.

As of June 30, 2026, $150.0 million of common stock remained available for sale under the Sale Agreement.

In July 2023, we closed an underwritten offering of 4,153,717 shares of our common stock and pre-funded warrants to purchase 583,483 shares of common stock at an exercise price of $0.001 per share.

7 unchanged sentences

The following summarizes our cash flows for the periods indicated (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Net cash provided by (used in):

4 unchanged sentences

Operating Activities

Net cash used in operating activities of $12.3 million for the three months ended March 31, 2026 was primarily due to our net loss of $24.4 million, an increase of $35.0 million of accounts receivable and a change in remaining operating assets and liabilities and other non-cash charges of $8.5 million, offset by $46.3 million of deferred revenue and $9.3 million of stock-based compensation expense.

Net cash used in operating activities of $17.0 million for the three months ended March 31, 2025 was primarily due to our net loss of $23.5 million and a change in operating assets and liabilities and other non-cash charges of $4.2 million, offset by $10.7 million of stock-based compensation expense.

Net cash provided by operating activities of $0.1 million for the six months ended June 30, 2026 was primarily due to our net loss of $46.3 million and a change in remaining operating assets and liabilities and other non-cash charges of $8.0 million, offset by $36.1 million of deferred revenue and $18.3 million of stock-based compensation expense.

Net cash used in operating activities of $40.8 million for the six months ended June 30, 2025 was primarily due to our net loss of $57.4 million and a change in operating assets and liabilities and other non-cash charges of $5.1 million, offset by $21.7 million of stock-based compensation expense.

Investing Activities

Net cash provided by investing activities of $8.3 million for the three months ended March 31, 2026 was primarily due to $8.6 million of net maturities of short-term investments, offset by our purchase of property and equipment of $0.3 million.

Net cash used in investing activities of $340.4 million for the three months ended March 31, 2025 was primarily due to $340.0 million of net purchases of short-term investments and by our purchase of property and equipment of $0.4 million.

Net cash used in investing activities of $30.5 million for the six months ended June 30, 2026 was primarily due to $30.0 million of net purchases of short-term investments, offset by our purchase of property and equipment of $0.5 million.

Net cash used in investing activities of $338.8 million for the six months ended June 30, 2025 was primarily due to $338.0 million of net purchases of short-term investments and by our purchase of property and equipment of $0.8 million.

Financing Activities

Net cash provided by financing activities of $3.5 million for the three months ended March 31, 2026 was due to proceeds from stock option exercises.

Net cash provided by financing activities of $0.6 million for the three months ended March 31, 2025 was primarily due to proceeds from stock option exercises of $0.9 million, adjusted for issuance costs paid in connection with an underwritten offering in December 2024 of $0.3 million.

Net cash provided by financing activities of $5.8 million for the six months ended June 30, 2026 was due to proceeds from stock option exercises and shares issued under our employee stock purchase plan.

Net cash provided by financing activities of $1.5 million for the six months ended June 30, 2025 was primarily due to proceeds from stock option exercises and shares issued under our employee stock purchase plan of $1.8 million, offset by issuance costs paid in connection with an underwritten offering in December 2024 of $0.3 million.

Funding Requirements

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If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock.

If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay,

limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Contractual Obligations and Commitments

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For a description of our critical accounting policies, see Item 1 of Part I, “Notes to Unaudited Condensed Financial Statements — Note 1 — Organization and Summary of Significant Accounting Policies” of this Quarterly Report and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K, filed with the SEC on February 26, 2026.

There have not been any material changes to the critical accounting policies discussed therein during the three months ended March 31, 2026.

There have not been any material changes to the critical accounting policies discussed therein during the six months ended June 30, 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 2. Management’s Discussion and Analysis