Item 1.01 Entry into a Material Definitive Agreement.
On May 9, 2023, Janux Therapeutics, Inc. (the "Company") entered into an ATM
Equity OfferingSM Sales Agreement (the "Agreement") with BofA Securities, Inc.
("BofA") under which the Company may offer and sell, from time to time at its
sole discretion, shares of its common stock, par value $0.001 per share (the
"Common Stock"), having an aggregate offering price of up to $150.0 million
after the date of the Agreement through BofA as its sales agent or to BofA as
principal for its own account. Also on May 9, 2023, the Company filed a
prospectus supplement offering up to $150.0 million of shares of its Common
Stock in accordance with the Agreement, on the Company's Registration Statement
on Form S-3 (No. 333-266720). If the Company sells shares to BofA as principal,
the Company will enter into a separate terms agreement with BofA setting forth
the terms of such transaction, and the Company will describe this agreement in a
separate pricing supplement.
BofA may sell the Common Stock under the Agreement (A) in negotiated
transactions with the consent of the Company, (B) as block transactions, or (C)
by any other method permitted by law deemed to be an "at-the-market" offering as
defined in Rule 415(a)(4) under the Securities Act of 1933, as amended,
including sales made directly on the Nasdaq Global Market or sales made into any
other existing trading market for the shares of Common Stock. BofA will use
commercially reasonable efforts to sell the Common Stock from time to time,
based upon instructions from the Company (including any price, time or size
limits or other customary parameters or conditions the Company may impose). The
Company will pay BofA a commission of up to three percent (3.0%) of the gross
sales proceeds of any Common Stock sold through BofA under the Agreement, and
also has provided BofA with customary indemnification rights. In addition, the
Company has agreed to reimburse certain legal expenses and fees by BofA in
connection with the offering.
The Company is not obligated to make any sales of Common Stock under the
Agreement. The offering of shares of Common Stock pursuant to the Agreement will
terminate upon the earlier of (i) the sale of all Common Stock subject to the
Agreement or (ii) termination of the Agreement in accordance with its terms.
The foregoing description of the Agreement is not complete and is qualified in
its entirety by reference to the full text of the Agreement, a copy of which is
filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. A copy of the legal opinion of Cooley LLP
relating to the legality of the issuance of the shares of Common Stock under the
Agreement is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein, nor shall there
be any offer, solicitation, or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 ATM Equity OfferingSM Sales Agreement, dated May 9, 2023, by and
between the Company and BofA Securities, Inc.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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