RA Capital Amends Janux Therapeutics Filing

TL;DR

RA Capital updated their Janux filing on 9/16. Watch for more details.

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 for Janux Therapeutics, Inc. on September 16, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt.

Why It Matters

This amendment signals a potential shift in the investment strategy or holdings of a significant institutional investor in Janux Therapeutics, which could influence the company's stock performance.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate changes in activist investor positions, which may lead to increased volatility.

Key Players & Entities

• RA Capital Management, L.P. (company) — Filing entity
• Peter Kolchinsky (person) — Group member and contact person
• RA Capital Healthcare Fund, L.P. (company) — Group member
• 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
• $44.75 — from the Sellers at a purchase price of $44.75 per share. The closing of the transacti
• $39.80 — e. This option has an exercise price of $39.80 per share. * Represents future vestin

Filing Documents

• tm2424209d1_sc13da.htm (SC 13D/A) — 91KB
• tm2424209d1_ex7.htm (EX-7) — 80KB
• 0001104659-24-100346.txt ( ) — 173KB

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. 2 (this “ Amendment No. 2 ” 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, as amended on March 6, 2024 (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. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

Identity and Background

Item 2. Identity and Background

(a) of the Statement is

Item 2(a) of the Statement is hereby amended and restated as follows: (a) This Amendment No. 2 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 1,519,558 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 56,391 shares underlying vested stock options (right to buy), and 1,392 shares underlying stock

Purpose of Transaction

Item 4. Purpose of Transaction The information in Item 6 is incorporated herein.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the

Item 5 of the (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) 52,164,498 outstanding shares of Common Stock as of August 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2024, (ii) an aggregate of 1,519,558 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 57,783 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

of the Statement

Item 6 of the Statement is hereby amended and supplemented to add the following: On September 12, 2024, the Fund entered into a stock purchase agreement (the “ Stock Purchase Agreement ”) with Avalon Ventures XI, L.P., Avalon BioVentures I, LP, and Avalon BioVentures SPV I, L.P. (collectively, the “ Sellers ”). On the terms and subject to the conditions set forth in the Stock Purchase Agreement, the Fund has agreed to purchase an aggregate of 1,200,000 shares of Common Stock (the “ Purchased Shares ”) from the Sellers at a purchase price of $44.75 per share. The closing of the transactions contemplated by the Stock Purchase Agreement is subject to certain customary conditions to closing, including the expiration or earlier termination of the applicable waiting period to the consummation of the Fund’s purchase of the Purchased Shares under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Stock Purchase Agreement additionally contains certain termination rights for both the Fund and the Sellers, including the right to terminate if the closing has not occurred by November 15, 2024, or if the other party has materially breached its obligations under the Stock Purchase Agreement. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 7 to this 13D/A and is incorporated by reference in its entirety into this Item 6.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Statement

Item 7 of the Statement is hereby amended and supplemented to add the following: Exhibit 7 Stock Purchase Agreement

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: September 16, 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 7/26/2024 695 (1 ) Vest Stock Option (Right to Buy) RA Capital 8/26/2024 696 (1 ) Vest Stock Option (Right to Buy) RA Capital 9/26/2024 696 (1 )* Vest Stock Option (Right to Buy) RA Capital 10/26/2024 696 (1 )* (1) This option represents a right to purchase a total of 8,350 shares of the Issuer’s Common Stock, which began vesting from June 26, 2024 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’s stockholders. The vesting of the option is subject to Jake Simson’s continuous service to the Issuer through each vesting date. This option has an exercise price of $39.80 per share. * Represents future vesting options within 60 days from the filing date of this Amendment No. 2. Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of September 16, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a state

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View this SC 13D/A filing on SEC EDGAR