UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On May 9, 2023, Janux Therapeutics, Inc. (the “Company”) entered into an ATM Equity OfferingSM Sales Agreement (the “Agreement”) with BofA Securities, Inc. (“BofA”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $150.0 million after the date of the Agreement through BofA as its sales agent or to BofA as principal for its own account. Also on May 9, 2023, the Company filed a prospectus supplement offering up to $150.0 million of shares of its Common Stock in accordance with the Agreement, on the Company’s Registration Statement on Form S-3 (No. 333-266720). If the Company sells shares to BofA as principal, the Company will enter into a separate terms agreement with BofA setting forth the terms of such transaction, and the Company will describe this agreement in a separate pricing supplement.
BofA may sell the Common Stock under the Agreement (A) in negotiated transactions with the consent of the Company, (B) as block transactions, or (C) by any other method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Market or sales made into any other existing trading market for the shares of Common Stock. BofA will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay BofA a commission of up to three percent (3.0%) of the gross sales proceeds of any Common Stock sold through BofA under the Agreement, and also has provided BofA with customary indemnification rights. In addition, the Company has agreed to reimburse certain legal expenses and fees by BofA in connection with the offering.
The Company is not obligated to make any sales of Common Stock under the Agreement. The offering of shares of Common Stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the legal opinion of Cooley LLP relating to the legality of the issuance of the shares of Common Stock under the Agreement is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
1.1 |
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5.1 |
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23.1 |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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JANUX THERAPEUTICS, INC. |
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Date: May 9, 2023 |
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By: |
/s/ David Campbell, Ph.D. |
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David Campbell, Ph.D. |
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President and Chief Executive Officer |
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