On December 4, 2024, Janux Therapeutics, Inc. (“we” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated, Cantor Fitzgerald & Co. and William Blair & Company, L.L.C. as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell in an underwritten public offering (the “Offering”) an aggregate of 5,317,460 shares of its common stock, par value $0.001 per share (the “Shares”), at a price to the public of $63.00 per share, and pre-funded warrants to purchase 238,095 shares of its common stock at a price to the public of $62.999 per pre-funded warrant, which is the price per share at which shares of common stock are being sold to the public in the Offering, minus $0.001. The exercise price of each pre-funded warrant will equal $0.001 per share and each pre-funded warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation. The Offering is made pursuant to an automatically effective registration statement on Form S-3 (File No. 333-279196) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “SEC”). The Company also granted the Underwriters an option, exercisable for a period of 30 days, to purchase up to an additional 833,333 shares of common stock from the Company (the “Option”). All of the shares and pre-funded warrants in the Offering are being sold by the Company. The Company estimates that the gross proceeds from the Offering will be approximately $350.0 million, before deducting underwriting discounts and commissions and estimated offering expenses, and assuming no exercise of the Option by the Underwriters. The Offering is scheduled to close on or about December 6, 2024, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the Underwriting Agreement is filed hereto as Exhibit 1.1 and the form of pre-funded warrant is filed as Exhibit 4.1 hereto. The foregoing descriptions of the terms of the Underwriting Agreement and the pre-funded warrants are qualified in their entirety by reference to such exhibits. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the Offering is filed hereto as Exhibit 5.1.
On December 3, 2024, we issued a press release announcing that we had commenced the Offering. On December 4, 2024, we issued a press release announcing that we had priced the Offering. Copies of these press releases are filed hereto as Exhibits 99.1 and 99.2 hereto, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
No. | | Description |
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| 1.1 | | Underwriting Agreement, dated December 4, 2024, by and among Janux Therapeutics, Inc. and BofA Securities, Inc., TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated, Cantor Fitzgerald & Co. and William Blair & Company, L.L.C. as representatives of the several underwriters named therein. |
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| 4.1 | | Form of Pre-Funded Warrant. |
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| 5.1 | | Opinion of Cooley LLP. |
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| 23.1 | | Consent of Cooley LLP (included in Exhibit 5.1). |
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| 99.1 | | Press Release, dated December 3, 2024. |
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| 99.2 | | Press Release, dated December 4, 2024. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
