S-8

As filed with the Securities and Exchange Commission on March 18, 2022

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)
11099 N. Torrey Pines Road, Suite 290, La Jolla, California	92037
(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.

11099 N. Torrey Pines Road, Suite 290

La Jolla, California 92037

(858) 750-4700

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

Copies to:

Kenneth J. Rollins, Esq.

Cooley LLP

4401 Eastgate Mall

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. ☒

EXPLANATORY NOTE

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 2,081,148shares of common stock under the Janux Therapeutics, Inc. 2021 Equity Incentive Plan and an additional 416,229 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 a Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 11, 2021 (File No. 333-257039).

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, and Forms of Option Grant Notice, Option Agreement and Notice of Exercise thereunder (incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-1 (File No. 333-256297), as amended, filed with the SEC on June 7, 2021).
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.

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 March 18, 2022.

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

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Campbell and Tighe Reardon, 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	President and Chief Executive Officer and Director	March 18, 2022
David Campbell, Ph.D.	(Principal Executive Officer)
/s/ Tighe Reardon	Acting Chief Financial Officer	March 18, 2022
Tighe Reardon	(Principal Financial and Accounting Officer)
/s/ Jay Lichter, Ph.D.	Chairperson of the Board of Directors	March 18, 2022
Jay Lichter, Ph.D.
/s/ Ron Barrett, Ph.D.	Director	March 18, 2022
Ron Barrett, Ph.D.
/s/ Vickie Capps	Director	March 18, 2022
Vickie Capps
/s/ Sheila Gujrathi, M.D.	Director	March 18, 2022
Sheila Gujrathi, M.D.
/s/ Stefan Heller, Ph.D.	Director	March 18, 2022
Stefan Heller, Ph.D.
/s/ Alana McNulty	Director	March 18, 2022
Alana McNulty
/s/ Jake Simson, Ph.D.	Director	March 18, 2022
Jake Simson, Ph.D.
/s/ Peter Thompson, M.D.	Director	March 18, 2022
Peter Thompson, M.D.

EX-5

Exhibit 5.1

 

Kenneth J. Rollins

+1 858 550 6136

krollins@cooley.com

March 18, 2022

Janux Therapeutics, Inc.

11099 N. Torrey Pines Road, Suite 290

La Jolla, CA 92037

Ladies and Gentlemen:

You have requested our opinion, as counsel to Janux Therapeutics, Inc., a Delaware corporation (the “Company”), with respect to certain matters 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 covering the offering of an aggregate of up to 2,497,377 shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), including (i) 2,081,148 shares issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “Incentive Plan”) and (ii) 416,229 shares issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the Incentive Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Plans, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery, by all persons other than by the Company, of all documents where due authorization, execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify 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 related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements under the Incentive Plan, which will be fully paid and nonassessable when such deferred payments are made in full).

Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com

 

March 18, 2022

Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By: /s/ Kenneth J. Rollins

Kenneth J. Rollins

Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com

EX-23

Exhibit 23.1

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 report dated March 18, 2022, with respect to the financial statements of Janux Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

March 18, 2022

EX-FILING FEES

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	457(c) and 457 (h)	2,081,148 shares(2)	$17.22(3)	$35,837,368.56(3)	0.0000927	$3,322.13
Equity	Common Stock, par value $0.001 per share, Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan	457(c) and 457 (h)	416,229 shares(4)	$14.64(5)	$6,093,592.56(5)	0.0000927	$564.88
Total Offering Amounts					$41,930,961.12		$3,887.01
Total Fee Offsets							—
Net Fee Due							$3,887.01

(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, 2022 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 March 14, 2022, a date within five business days prior to the filing of this Registration Statement.

(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, 2022 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 March 14, 2022, 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.