RA Capital Amends Janux Therapeutics Stake Filing

TL;DR

RA Capital updated their Janux filing on 3/6. Watch for ownership changes.

AI Summary

RA Capital Management, L.P. and its affiliates, including Peter Kolchinsky and RA Capital Healthcare Fund, L.P., have amended their Schedule 13D filing regarding Janux Therapeutics, Inc. as of March 6, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or changes in percentage are not detailed in this excerpt. RA Capital Management, L.P. is a significant investor in the pharmaceutical preparations sector.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Janux Therapeutics, Inc., which could impact its stock price and future corporate actions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate events or changes in control, introducing uncertainty.

Key Numbers

• 20240306 — Filing Date (Indicates the date of the amendment to the filing.)

Key Players & Entities

• RA Capital Management, L.P. (company) — Filing entity
• Peter Kolchinsky (person) — Group member of filing entity
• RA Capital Healthcare Fund, L.P. (company) — Group member of filing entity
• Janux Therapeutics, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $46.499 — 4 Public Offering”) at a price of $46.499 per 2024 Pre-Funded Warrant, for total
• $65 million — ded Warrant, for total consideration of $65 million. The purchase was for cash and was fund
• $17.00 — e. This option has an exercise price of $17.00 per share. (2) This option represents
• $13.22 — e. This option has an exercise price of $13.22 per share. (3) Pre-Funded Warrants ha

Filing Documents

• tm248164d1_sc13da.htm (SC 13D/A) — 109KB
• 0001104659-24-031587.txt ( ) — 111KB

Security and Issuer

Item 1. Security and Issuer

of the Statement is hereby amended

Item 1 of the Statement is hereby amended and supplemented as follows: This Amendment No. 1 (this “Amendment No. 1” or this “ 13D/A ”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2021 (the “ Statement ”) by RA Capital Management, L.P. (“ RA Capital ”), Peter Kolchinsky, Rajeev Shah and RA Capital Healthcare Fund, L.P. (the “ Fund ”) with respect to the common stock, $0.001 par value per share (“ Common Stock ”), of Janux Therapeutics, Inc., a Delaware corporation (the “ Issuer ”). Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement.

Identity and Background

Item 2. Identity and Background

(a) of the Statement is hereby

Item 2(a) of the Statement is hereby amended and restated as follows: (a) This Amendment No. 1 is being filed on behalf of RA Capital Management, L.P. (“ RA Capital ”), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the “ Fund ”) and are collectively referred to herein as the “ Reporting Persons .” The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1. The Fund directly holds (i) 8,117,246 shares of Common Stock; (ii) pre-funded warrants (the “2023 Pre-Funded Warrants”) exercisable for up to 503,226 shares of Common Stock; and (iii) pre-funded warrants (the “2024 Pre-Funded Warrants” and, together with the 2023 Pre-Funded Warrants, the “Pre-Funded Warrants”) exercisable for up to 1,397,849 shares of Common Stock. RA Capital Nexus Fund II, L.P. (the “ Nexus Fund II ”) directly holds 1,048,406 shares of Common Stock. Each of the 2023 Pre-Funded Warrants and the 2024 Pre-Funded Warrants contains a provision (the “Beneficial Ownership Blockers”) which precludes exercise of the warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 19.90% and 19.99%, respectively, of the Common Stock outstanding. The Common Stock reported herein as beneficially owned by the Reporting Persons consists of (i) 8,117,246 shares of Common Stock held directly by the Fund; (ii) 1,048,406 shares of Common Stock held directly by the Nexus Fund II; (iii) an aggregate of 1,376,493 shares of Common Stock that the Reporting Persons have the right to acquire upon the exercise of Pre-Funded Warrants, as limited by the Beneficial Ownership Blockers; and (iv) a total of 47,500 shares underlying vested stock options (right to buy), and 3,750 shares underlying stock o

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Statement is hereby amended

Item 3 of the Statement is hereby amended and supplemented to add the following: On March 4, 2024, the Fund purchased 1,397,849 2024 Pre-Funded Warrants in the Issuer’s underwritten public offering (the “March 2024 Public Offering”) at a price of $46.499 per 2024 Pre-Funded Warrant, for total consideration of $65 million. The purchase was for cash and was funded by the working capital of the Fund.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Statement

Item 5 of the Statement is hereby amended and restated in its entirety to read as follows: (a) The information set forth in rows 11 and 13 of the cover pages to this 13D/A is incorporated by reference. The percentage set forth in row 13 is based on the sum of (i) 51,565,731 outstanding shares of Common Stock as of March 4, 2024, as reported by the Issuer in its prospectus supplement dated February 28, 2024, filed with the Securities and Exchange Commission on February 29, 2024, (ii) an aggregate of 1,376,493 shares of Common Stock which the Reporting Person may acquire upon the exercise of Pre-Funded Warrants, as limited by the Beneficial Ownership Blockers and (iii) an aggregate of 51,250 shares issuable upon exercise of options held by Mr. Simson within 60 days. (b) The information set forth in rows 7 through 10 of the cover pages to this 13D/A and Item 2 above is incorporated by reference. (c) Schedule A sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person and is incorporated herein by reference. (d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this 13D/A. (f) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

is incorporated

Item 3 is incorporated by reference. 2023 Pre-Funded Warrants Each 2023 Pre-Funded Warrant has an exercise price of $0.001 per share of Common Stock, is immediately exercisable and does not expire. Under the terms of the 2023 Pre-Funded Warrants, the Issuer may not effect the exercise of any 2023 Pre-Funded Warrant, and the Fund will not be entitled to exercise any portion of any 2023 Pre-Funded Warrant, which, upon giving effect to such exercise, would cause the Fund (together with its affiliates) to own more than 19.9% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise, as such percentage The exercise price and the number of shares of Common Stock issuable upon exercise of each 2023 Pre-Funded Warrant are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In the event of certain fundamental transactions (as described in the 2023 Pre-Funded Warrants), a holder of 2023 Pre-Funded Warrants will be entitled to receive, upon exercise of the 2023 Pre-Funded Warrants, the kind and amount of securities, cash or property that such holder would have received had they exercised in full the 2023 Pre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the 2023 Pre-Funded Warrants. References to and the description of the 2023 Pre-Funded Warrants set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of 2023 Pre-Funded Warrant, which is attached hereto as Exhibit 4 and incorporated by reference herein. 2024 Lock-Up Agreement In connection with the March 2024 Public Offering that closed on March 4, 2024, BofA Securities, Inc., Cowen and Comp

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the

Item 7 of the Exhibit 4 Form of 2023 Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on July 18, 2023). Exhibit 5 Form of Lock-Up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on February 29, 2024). Exhibit 6 Form of 2024 Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on February 29, 2024).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 6, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare GP, LLC By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager SCHEDULE A Transaction Purchaser Date No. Shares Price Vest Stock Option (Right to Buy) RA Capital 01/10/2024 833 (1) Vest Stock Option (Right to Buy) RA Capital 01/14/2024 1,041 (2) Vest Stock Option (Right to Buy) RA Capital 02/10/2024 833 (1) Vest Stock Option (Right to Buy) RA Capital 02/14/2024 1,041 (2) Purchase Pre-Funded Warrants (Right to Buy) Fund 03/04/2024 1,397,849 46.499 (3) Vest Stock Option (Right to Buy) RA Capital 03/10/2024 833 (1)* Vest Stock Option (Right to Buy) RA Capital 03/14/2024 1,041 (2)* Vest Stock Option (Right to Buy) RA Capital 04/10/2024 833 (1)* Vest Stock Option (Right to Buy) RA Capital 04/14/2024 1,041 (2)* (1) This option represents a right to purchase a total of 30,000 shares of the Issuer’s Common Stock, which began vesting from June 10, 2021 in 36 equal monthly installments, subject to Jake Simson’s continuous service to the Issuer through each vesting date. This option has an exercise price of $17.00 per share. (2) This option represents a right to purchase a total of 12,500 shares of the Issuer’s Common Stock, which began vesting from June 14, 2023 in 12 equal monthly installments. In the event the next occurring annual meeting of the Issuer’s stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the option will vest on the date of such annual meeting of the Issuer&r

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View this SC 13D/A filing on SEC EDGAR