Attached files
file | filename |
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EX-23.1 - EX-23.1 - Janux Therapeutics, Inc. | d153336dex231.htm |
EX-5.1 - EX-5.1 - Janux Therapeutics, Inc. | d153336dex51.htm |
As filed with the Securities and Exchange Commission on June 10, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Janux Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 82-2289112 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Janux Therapeutics, Inc.
11099 N. Torrey Pines Road, Suite 290
La Jolla, California 92037
(858) 750-4700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
David Campbell, Ph.D.
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 Charles S. Kim James Pennington Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 |
Brian J. Cuneo Matthew T. Bush Richard Kim Latham & Watkins LLP 12670 High Bluff Drive San Diego, California 92130 (858) 523-5400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-256297)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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. ☒
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be |
Proposed Maximum |
Proposed Maximum |
Amount of Registration Fee(3) | ||||
Common Stock, $0.001 par value per share |
2,185,000 | $17.00 | $37,145,000 | $4,053 | ||||
| ||||||||
|
(1) | Represents only the number of shares being registered pursuant to this Registration Statement, which includes 285,000 shares that the underwriters have the option to purchase. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act), the amount to be registered does not include the 10,925,000 shares that were registered pursuant to the Registrants Registration Statement on Form S-1 (File No. 333-256297), which included 1,425,000 shares that the underwriters have the option to purchase. |
(2) | Based on the public offering price. |
(3) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act based on the proposed maximum aggregate offering price. The Registrant previously registered securities at an aggregate offering price not to exceed $185,725,000 on a Registration Statement on Form S-1 (File No. 333-256297), which was declared effective by the Securities and Exchange Commission on June 10, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $37,145,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement (the Registration Statement) is being filed with the Securities and Exchange Commission (the Commission) with respect to the registration of additional common stock, par value $0.001 per share (Common Stock), of Janux Therapeutics, Inc. (the Registrant), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No. 333-256297) (the Prior Registration Statement), which the Commission declared effective on June 10, 2021, and is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 2,185,000 shares of Common Stock, including 285,000 shares of Common Stock that may be sold pursuant to the underwriters option to purchase additional shares. The additional shares of Common Stock that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 June 10, 2021.
JANUX THERAPEUTICS, INC. | ||
By: | /s/ David Campbell | |
David Campbell, Ph.D. | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ David Campbell David Campbell, Ph.D. |
President and Chief Executive Officer and Director (Principal Executive Officer) |
June 10, 2021 | ||
/s/ Tighe Reardon Tighe Reardon |
Acting Chief Financial Officer (Principal Financial and Accounting Officer) |
June 10, 2021 | ||
* Vickie Capps |
Director | June 10, 2021 | ||
* Sheila Gujrathi, M.D. |
Director | June 10, 2021 | ||
* Stefan Heller, Ph.D. |
Director | June 10, 2021 | ||
* Jay Lichter, Ph.D. |
Director | June 10, 2021 | ||
* Jake Simson, Ph.D. |
Director | June 10, 2021 | ||
* Peter Thompson, M.D. |
Director | June 10, 2021 |
*By: | /s/ David Campbell | |
David Campbell, Ph.D. | ||
Attorney-in-fact |