Ra Capital Management, L.P. - Mar 4, 2024 Form 4 Insider Report for Janux Therapeutics, Inc. (JANX)

Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
JANX
Transactions as of
Mar 4, 2024
Transactions value $
$64,998,581
Form type
4
Date filed
3/6/2024, 04:15 PM
Previous filing
Feb 20, 2024
Next filing
Mar 25, 2024

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 $65M +1.4M $46.50 1.4M Mar 4, 2024 Common Stock 1.4M $0.00 See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 19.99% of the Issuer's Common Stock outstanding immediately after giving effect to such exercise.
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.

Remarks:

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