Ra Capital Management, L.P. - Jul 19, 2023 Form 4 Insider Report for Janux Therapeutics, Inc. (JANX)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
JANX
Transactions as of
Jul 19, 2023
Transactions value $
$12,437,492
Form type
4
Date filed
7/21/2023, 04:31 PM
Previous filing
Jul 7, 2023
Next filing
Jul 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JANX Common Stock Purchase $6.17M +495K +6.49% $12.46 8.12M Jul 19, 2023 See Footnotes F1, F2, F3
holding JANX Common Stock 1.05M Jul 19, 2023 See Footnotes F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction JANX Pre-Funded Warrants (Right to Buy) Purchase $6.27M +503K $12.46 503K Jul 19, 2023 Common Stock 503K $0.00 See Footnotes F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Acquired from the Issuer pursuant to the public offering described in the Issuer's Prospectus filed with the Securities and Exchange Commission on July 18, 2023.
F2 Held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F3 RA Capital Management, L.P. (the "Adviser") is the investment manager for 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. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F4 Held directly by the Nexus Fund II.
F5 The Pre-Funded Warrants have no expiration date and are exercisable immediately and will be exercisable until exercise. The Pre-Funded Warrants may not be exercised to the extent such exercise would cause the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of the issuer's Common Stock would or could be aggregated with the holder's for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) to beneficially own more than 19.9% of the Issuer's Common Stock outstanding immediately after giving effect to such exercise.

Remarks:

Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.