JANX Janux Therapeutics Inc

As filed with the Securities and Exchange Commission on February 27, 2025

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Janux Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		82-2289112
(State or other jurisdiction of incorporation or organization)		(IRS employer identification number)
10955 Vista Sorrento Parkway, Suite 200, San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

2021 Equity Incentive Plan

2021 Employee Stock Purchase Plan

(Full titles of the plans)

David Campbell, Ph.D.

President and Chief Executive Officer

Janux Therapeutics, Inc.

10955 Vista Sorrento Parkway, Suite 200

San Diego, California 92130

(858) 751-4493

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Kenneth J. Rollins, Esq.

Edmond J. Lay, Esq.

Cooley LLP

10265 Science Center Drive

San Diego, California 92121

(858) 550-6000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

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EXPLANATORY NOTE

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 2,953,230 shares of common stock under the Janux Therapeutics, Inc. 2021 Equity Incentive Plan and an additional 590,646 shares of common stock under the Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan, pursuant to the provisions of each plan which provide for annual automatic increases in the number of shares of common stock reserved for issuance under each respective plan.

INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The Registrant previously registered shares of common stock for issuance under its 2021 Equity Incentive Plan and its 2021 Employee Stock Purchase Plan under Registration Statements on Form S-8, filed with the Securities and Exchange Commission on June 11, 2021 (File No. 333-257039), March 18, 2022 (File No. 333-263712), March 10, 2023 (File No. 333-270470) and March 8, 2024 (File No. 333-277797).

Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.

Item 8. Exhibits.

The exhibits to this Registration Statement are listed below:

 

Exhibit Number		Exhibit Description
4.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 15, 2021).
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 15, 2021).
4.3		Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), as amended, filed with the SEC on June 7, 2021).
5.1		Opinion of Cooley LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Cooley LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page to this Registration Statement).
99.1		Janux Therapeutics, Inc. 2021 Equity Incentive Plan, Forms of Option Grant Notice, Option Agreement and Notice of Exercise thereunder, and Forms of RSU Award Grant Notice and RSU Award Agreement. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2024).
99.2		Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), as amended, filed with the SEC on June 7, 2021).
107		Filing Fee Table.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on February 27, 2025.

		JANUX THERAPEUTICS, INC.
Date: February 27, 2025		By:	/s/ David Campbell, Ph.D.
			David Campbell, Ph.D.
			President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Campbell and Maria Dobek, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Name		Title		Date
/s/ David Campbell, Ph.D.		President and Chief Executive Officer and Director		February 27, 2025
David Campbell, Ph.D.		(Principal Executive and Financial Officer)
/s/ Maria Dobek		Vice President, Accounting		February 27, 2025
Maria Dobek		(Principal Accounting Officer)
/s/ Ron Barrett, Ph.D.		Chairperson of the Board of Directors		February 27, 2025
Ron Barrett, Ph.D.
/s/ Vickie Capps		Director		February 27, 2025
Vickie Capps
/s/ Eric Dobmeier		Director		February 27, 2025
Eric Dobmeier
/s/ Sheila Gujrathi, M.D.		Director		February 27, 2025
Sheila Gujrathi, M.D.
/s/ Natasha Hernday		Director		February 27, 2025
Natasha Hernday
/s/ Winston Kung		Director		February 27, 2025
Winston Kung
/s/ Alana McNulty		Director		February 27, 2025
Alana McNulty
/s/ Jake Simson, Ph.D.		Director		February 27, 2025
Jake Simson, Ph.D.

 

 

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February 27, 2025

Janux Therapeutics, Inc.

10955 Vista Sorrento Parkway, Suite 200

San Diego, CA 92130

Ladies and Gentlemen:

We have acted as counsel to Janux Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S‑8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 3,543,876 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), consisting of (a) 2,953,230 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “Incentive Plan”) and (b) 590,646 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “Employee Plan”) (together with the Incentive Plan, the “Plans”).

 

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Plans, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

 

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

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This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Sincerely,

 

Cooley LLP

 

By:	/s/ Kenneth J. Rollins
	Kenneth J. Rollins

 

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Equity Incentive Plan and the 2021 Employee Stock Purchase Plan of Janux Therapeutics, Inc. of our reports dated February 27, 2025, with respect to the financial statements of Janux Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Janux Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

February 27, 2025

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Exhibit 107

 

Calculation of Filing Fee Table

Form S-8

(Form Type)

Janux Therapeutics, Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.001 per share, Janux Therapeutics, Inc. 2021 Equity Incentive Plan	Other	2,953,230 shares(2)	$32.55(3)	$96,127,636.50(3)	0.0001531	$14,717.14
Equity	Common Stock, par value $0.001 per share, Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan	Other	590,646 shares(4)	$27.67(5)	$16,343,174.82(5)	0.0001531	$2,502.14
Total Offering Amounts					$112,470,811.32		$17,219.28
Total Fee Offsets							—
Net Fee Due							$17,219.28

 

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v3.25.0.1

Submission	Feb. 27, 2025
Submission [Line Items]
Central Index Key	0001817713
Registrant Name	Janux Therapeutics, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES
Securities 424I N/A	N/A

v3.25.0.1

Offerings	Feb. 27, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.001 per share, Janux Therapeutics, Inc. 2021 Equity Incentive Plan
Amount Registered | shares	2,953,230
Proposed Maximum Offering Price per Unit	32.55
Maximum Aggregate Offering Price	$ 96,127,636.5
Fee Rate	0.01531%
Amount of Registration Fee	$ 14,717.14
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock (“Common Stock”) that become issuable under the Janux Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction. (2) Represents shares of Common Stock reserved for future grant under the 2021 Plan as a result of the automatic increase in shares reserved thereunder on January 1, 2025 pursuant to the terms of the 2021 Plan. The 2021 Plan provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2021 Plan on January 1st of each calendar year, from January 1, 2022 through January 1, 2031. The number of shares added each year will be equal to: (a) 5% of the total number of shares of capital stock of the Registrant outstanding on December 31st of the preceding calendar year; or (b) a lesser number of shares of Common Stock as the Registrant’s board of directors (the “Board”) may designate no later than December 31st of the immediately preceding year. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h). The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Global Market on February 25, 2025, a date within five business days prior to the filing of this Registration Statement.
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.001 per share, Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan
Amount Registered | shares	590,646
Proposed Maximum Offering Price per Unit	27.67
Maximum Aggregate Offering Price	$ 16,343,174.82
Fee Rate	0.01531%
Amount of Registration Fee	$ 2,502.14
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock (“Common Stock”) that become issuable under the Janux Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction. (4) Represents additional shares of the Registrant’s Common Stock reserved for issuance under the 2021 ESPP as a result of the automatic increase in shares reserved thereunder on January 1, 2025 pursuant to the terms of the 2021 ESPP. The 2021 ESPP provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2021 ESPP on January 1st of each calendar year, from January 1, 2022 through January 1, 2031. The number of shares of Common Stock added each year will be equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year; (b) 932,000 shares; or (c) such lesser number of shares of Common Stock as the Board may designate prior to the applicable January 1st. (5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h). The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Global Market on February 25, 2025, a date within five business days prior to the filing of this Registration Statement, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP.

v3.25.0.1

Fees Summary	Feb. 27, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 112,470,811.32
Total Fee Amount	17,219.28
Total Offset Amount	0
Net Fee	$ 17,219.28

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