SEC Form 4 · accession 0001231919-26-000631
Janux Therapeutics, Inc. · JANX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RA Capital Healthcare Fund LP
Director · 10% Owner
RA CAPITAL MANAGEMENT, L.P.
Director · 10% Owner
Peter Kolchinsky
Director · 10% Owner
Rajeev M. Shah
Director · 10% Owner
RA Capital Nexus Fund II, L.P.
Director
Period of report
Jun 11, 2026
Accepted (ET)
Jun 12, 2026 · 8:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001817713
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 11, 2026 | A | 5,500 | $0.00 | A | 11,750 | I | See footnotes |
| Common StockF2,F4 | holding | — | — | — | 10,141,287 | I | See footnotes | |
| Common StockF2,F5 | holding | — | — | — | 1,048,406 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3,F6 | $13.66 | Jun 11, 2026 | A | 15,500 | A | — | Jun 10, 2036 | Common Stock | 15,500 | 15,500 | I |
Explanation of responses
- F1Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest on the earlier of (i) June 11, 2027 and (ii) the date of the next annual meeting of the Issuer's stockholders, in each case, subject to Dr. Jake Simson's continuous service on such date.
- F2RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
- F3Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option and RSU for the benefit of the Fund and the Nexus Fund II. Dr. Simson is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option or settlement of the RSUs, as applicable, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and RSUs and underlying common stock.
- F4Held directly by the Fund.
- F5Held directly by the Nexus Fund II.
- F6The shares subject to the option will vest in equal monthly installments over the 12 months following June 11, 2026, provided that the shares subject to the option will in any case be fully vested on the date of the next annual meeting of the Issuer's stockholders, subject to Dr. Simson's continuous service on each such date.
Remarks
Dr. Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.