Janux Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
JANX$12.04-5.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report.
(1) Financial Statements. The following financial statements of Janux Therapeutics, Inc., together with the report of Ernst & Young LLP, an independent registered public accounting firm, required to be filed pursuant to Part II, Item 8 of this Annual Report on Form 10-K are included on the following pages:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 110 |
| Balance Sheets | 112 |
| Statements of Operations and Comprehensive Loss | 113 |
| Statements of Stockholders’ Equity | 114 |
| Statements of Cash Flows | 115 |
| Notes to Financial Statements | 116 |
(2) Financial Statement Schedules. All financial statement schedules have been omitted because they are not applicable, not required, or the information required is shown in the financial statements or the notes thereto.
(3) List of exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b) Exhibits.
| ExhibitNumber | Description |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 15, 2021). |
| 3.2 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 15, 2021). |
| 4.1 | Reference is made to Exhibit 3.1 and Exhibit 3.2. |
| 4.2 | Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), as amended, filed with the SEC on June 7, 2021). |
| 4.3 | Amended and Restated Investors’ Rights Agreement, by and between the Registrant and certain of its stockholders, dated April 15, 2021, as amended (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), as amended, filed with the SEC on June 7, 2021). |
| 4.4 | Description of Registrant’s Common Stock. (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 18, 2022). |
| 4.5 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 18, 2023). |
| 4.6 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 29, 2024). |
| 4.7 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 5, 2024). |
| 10.1+ | Form of Indemnity Agreement, by and between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021). |
| 10.2+ | Janux Therapeutics, Inc. 2017 Equity Incentive Plan, as amended, and Forms of Option Agreement, Notice of Exercise and Early Exercise Stock Purchase Agreement thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021). |
| 10.3+ | Janux Therapeutics, Inc. 2021 Equity Incentive Plan, Forms of Option Grant Notice, Option Agreement and Notice of Exercise thereunder, and Forms of RSU Award Grant Notice and RSU Award Agreement. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2024). |
| 10.4+ | Janux Therapeutics, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), as amended, filed with the SEC on June 7, 2021). |
| 10.5+ | Amended and Restated Non-Employee Director Compensation Policy. |
| 10.6+ | Employment Agreement, by and between the Registrant and David Campbell, Ph.D., dated January 1, 2021 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021). |
| 10.7+ | Employment Agreement, by and between the Registrant and Andy Meyer, dated February 17, 2021 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021). |
| 10.8* | Research Collaboration and Exclusive License Agreement, by and between the Registrant and Merck Sharp & Dohme Corp., dated December 17, 2020 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021). |
| 10.9* | Cell Line License Agreement, by and between the Registrant and WuXi Biologics (Hong Kong) Limited, dated April 19, 2021 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021). |
| 10.10+ | Consulting Agreement, by and between the Registrant and Sheila Gujrathi, M.D., dated March 10, 2021 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021). |
| 10.11+ | Janux Therapeutics, Inc. 2021 Change in Control and Severance Benefit Plan (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-256297), filed with the SEC on May 19, 2021). |
| 10.12+ | Employment Agreement, by and between the Registrant and Zachariah McIver, D.O., Ph.D., dated April 24, 2023 (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on February 27, 2025). |
| 10.13+ | Employment Agreement, by and between the Registrant and Tommy DiRaimondo, Ph.D., dated January 1, 2021 (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 8, 2024). |
| 10.14+ | Employment Agreement, by and between the Registrant and Byron Robinson, Ph.D., dated January 20, 2022 (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 18, 2022). |
| 10.15 | Underwriting Agreement, between the Company and BofA Securities, Inc., dated as of July 17, 2023 (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 18, 2023). |
| 10.16 | Lease, by and between the Registrant and Pacific Plaza Owner LLC, dated October 1, 2021 (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 18, 2022). |
| 10.17 | ATM Equity OfferingSM Sales Agreement, dated May 9, 2023, by and between the Registrant and BofA Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 9, 2023). |
| 10.18 | Underwriting Agreement, dated February 28, 2024, by and among Janux Therapeutics, Inc. and BofA Securities, Inc., Cowen and Company, LLC, Cantor Fitzgerald & Co. and William Blair & Company, L.L.C. as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K, filed February 29, 2024). |
| 10.19+ | Employment Agreement, by and between the Registrant and Charles Winter, dated February 12, 2021 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2023). |
| 10.20 | Underwriting Agreement, dated December 4, 2024, by and among Janux Therapeutics, Inc. and BofA Securities, Inc., TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated, Cantor Fitzgerald & Co. and William Blair & Company, L.L.C. as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K, filed December 5, 2024). |
| 10.21+ | Employment Agreement, by and between the Registrant and Janeen Doyle, dated May 14, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2025). |
| 19.1 | Janux Therapeutics, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on February 27, 2025) |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
| 24.1 | Power of Attorney (see signature page). |
| 31.1 | Certification of Principal Executive and Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1# | Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Janux Therapeutics, Inc. Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 8, 2024). |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Indicates management contract or compensatory plan. |
|---|
| * | Certain portions of this exhibit are omitted because they are not material and would likely cause competitive harm to the Registrant if disclosed. |
|---|---|
| # | The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report on Form 10-K), unless the Registrant specifically incorporates the foregoing information into those documents by reference. |
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