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Offerings
Feb. 27, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.001 per share, Janux Therapeutics, Inc. 2021 Equity Incentive Plan
Amount Registered | shares 2,953,230
Proposed Maximum Offering Price per Unit 32.55
Maximum Aggregate Offering Price $ 96,127,636.5
Fee Rate 0.01531%
Amount of Registration Fee $ 14,717.14
Offering Note
(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, 2025 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 February 25, 2025, a date within five business days prior to the filing of this Registration Statement.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.001 per share, Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan
Amount Registered | shares 590,646
Proposed Maximum Offering Price per Unit 27.67
Maximum Aggregate Offering Price $ 16,343,174.82
Fee Rate 0.01531%
Amount of Registration Fee $ 2,502.14
Offering Note
(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.
(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, 2025 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 February 25, 2025, 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.