SC 13D 1 tm2119943d1_sc13d.htm SC 13D

 

 

 

  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     
  SCHEDULE 13D  

 

Under the Securities Exchange Act of 1934
(Amendment ___)*

 

Janux Therapetuics, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

47103J105

(CUSIP Number)

 

RA Capital Management, L.P.

200 Berkeley Street, 18th Floor

Boston, MA 02116

Attn: Peter Kolchinsky

Telephone: 617.778.2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 15, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No.   47103J105
 
  1.

Names of Reporting Persons.

 

RA Capital Management, L.P.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  o
    (b)  o
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
AF
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
  6. Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
   
8. Shared Voting Power
 8,670,644
   
9. Sole Dispositive Power
 0
   
10. Shared Dispositive Power
 8,670,644

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,670,644
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
  13. Percent of Class Represented by Amount in Row (11)
20.8%
 
  14. Type of Reporting Person (See Instructions)
IA, PN

 

 

 

 

CUSIP No.   47103J105
 
  1.

Names of Reporting Persons.

 

Peter Kolchinsky

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  o
    (b)  o
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
AF
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
  6. Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
 
8. Shared Voting Power
8,670,644
 
9. Sole Dispositive Power
 0
 
10. Shared Dispositive Power
8,670,644

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,670,644
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
  13. Percent of Class Represented by Amount in Row (11)
20.8%
 
  14. Type of Reporting Person (See Instructions)
HC, IN

 

 

 

 

CUSIP No.   47103J105
 
  1.

Names of Reporting Persons.

 

Rajeev Shah

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  o
    (b)  o
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
AF
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
  6. Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
 
8. Shared Voting Power
8,670,644
 
9. Sole Dispositive Power
 0
 
10. Shared Dispositive Power
8,670,644

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,670,644
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
  13. Percent of Class Represented by Amount in Row (11)
20.8%
 
  14. Type of Reporting Person (See Instructions)
HC, IN

 

 

 

 

CUSIP No.   47103J105
 
  1.

Names of Reporting Persons.

 

RA Capital Healthcare Fund, L.P.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  o
    (b)  o
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
WC
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
  6. Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
 
8. Shared Voting Power
7,622,238
 
9. Sole Dispositive Power
0
 
10. Shared Dispositive Power
7,622,238

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,622,238
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
  13. Percent of Class Represented by Amount in Row (11)
18.3%
 
  14. Type of Reporting Person (See Instructions)
PN

 

 

 

 

Item 1. Security and Issuer

 

This Schedule 13D relates to the shares of common stock, $0.001 par value per share (“Common Stock”), of Janux Therapeutics, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 11099 N. Torrey Pines Road, Suite 290, La Jolla, California 92037..

 

Item 2. Identity and Background

 

 (a)  This Schedule 13D is being filed on behalf of RA Capital Management, L.P. (“RA Capital”), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the “Fund”) and are collectively referred to herein as the “Reporting Persons”. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1.

 

       The Common Stock reported herein includes 7,622,238 shares held by the Fund and 1,048,406 shares held by RA Capital Nexus Fund II, L.P. (the “Nexus Fund II”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Nexus Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund or the Nexus Fund II. The Fund and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s and the Nexus Fund II’s portfolio, including the shares of the Issuer’s Common Stock reported herein.  Because the Fund and the Nexus Fund II have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D Statement (the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

 

 (b)  The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

 

 (c)  The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund and the Nexus Fund II. The principal occupation of Dr. Kolchinsky and Mr. Shah is investment management.

 

 (d)  During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the persons listed in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

 (e)  During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the persons listed in Schedule A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 (f)  See Item 6 of the cover pages.

 

 

 

 

 

   
Item 3. Source and Amount of Funds or Other Consideration

 

The Reporting Persons acquired beneficial ownership of the shares of the Common Stock in the transactions and at the prices described in Item 5(c). Prior to the Issuer’s initial public offering (the “IPO”), the Reporting Persons caused the Fund and the Nexus Fund II to purchase equity interests in the Issuer, and those interests automatically converted into 5,729,468 shares of Common Stock immediately upon completion of the IPO. The Fund and the Nexus Fund II also purchased 2,941,176 shares of Common Stock from the underwriters of the IPO. All purchases were for cash and were funded by working capital of the Fund and the Nexus Fund II.

 

Item 4. Purpose of Transaction

 

The Reporting Persons acquired the Common Stock reported herein for investment purposes and not with an intent, purpose or effect of changing control of the Issuer. Although the Reporting Persons currently have no plan or proposal to acquire any additional Common Stock or to dispose of any of the Common Stock reported herein, the Reporting Persons may acquire additional Common Stock from time to time or dispose of Common Stock they beneficially own, consistent with their investment purposes and in amounts to be determined by the Reporting Persons based upon a number of factors, including, without limitation, their ongoing assessment of the Issuer's business prospects, prevailing market conditions, the availability of other investment opportunities, and/or other considerations.

 

In addition, consistent with their investment purpose, the Reporting Persons may engage in communications with persons associated with the Issuer, including shareholders of the Issuer, officers of the Issuer and/or members of the board of directors of the Issuer, to discuss matters regarding the Issuer, including but not limited to its operations and strategic direction. Derek DiRocco, a Partner of RA Capital, currently serves as a director of the Issuer and therefore will engage in regular discussions with the Issuer’s board of directors and management as part of his duties as a director.

 

The Reporting Persons have no plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

 

The Reporting Persons may, however, change their purpose and formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

(a)  The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 41,611,510 outstanding shares of Common Stock, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission on June 11, 2021 and giving effect to an additional 1,710,000 shares issued and sold pursuant to the underwriters’ option.

 

(b)   The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D and Item 2 above is incorporated by reference.

 

(c)  Schedule A sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person and is incorporated herein by reference.

 

(d)  No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

 

(e)   Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   

 

 

 

 

 

Lock-up Agreement

 

The shares reported on this Schedule 13D are subject to a lock-up agreement (the “Lock-Up Agreement”), as referenced in the Issuer’s prospectus filed with the SEC on June 11, 2021. Pursuant to Lock-Up Agreement, the Fund and the Nexus Fund II may not, subject to certain limited exceptions, directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge any shares of our common stock or any options to purchase shares of our common stock, or any securities convertible into or exchangeable for shares of common stock during the period from the date of the lock-up agreement continuing through and including the date 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters, and certain other limited exceptions.

 

 

 

Investor Rights Agreement

 

On April 15, 2021, the Issuer, the Fund and certain other parties entered into an investors’ rights agreement (the “Investor Rights Agreement”). Beginning 180 days following the effectiveness of the Issuer's registration statement filed in connection its initial public offering (the "IPO"), the Fund and certain other investors holding, collectively, at least 50% of registrable securities then outstanding may, on not more than two occasions, request that the Issuer register all or a portion of their shares, subject to certain specified exceptions. In connection with the IPO, the Fund and certain other investors are entitled to their rights to notice of the offering and to include their shares of registrable securities in the offering. The requisite percentage of these stockholders have waived all such stockholders’ rights to notice of the offering and to include their shares of registrable securities in the offering. In the event that the Issuer proposes to register any of their securities under the Securities Act in another offering, either for their own account or for the account of other security holders, the Fund and certain other investors will be entitled to certain “piggyback” registration rights allowing them to include their shares in such registration, subject to specified conditions and limitations. Upon the closing of the offering, the Fund and certain other investors will initially be entitled to certain Form S-3 registration rights. The Fund and certain other investors may, on not more than two registrations on Form S-3 within any 12-month period, request that the Issuer register all or a portion of their shares on Form S-3 if the Issuer is qualified to file a registration statement on Form S-3, subject to specified exceptions. Such request for registration on Form S-3 must cover securities with an aggregate offering price which equals at least $1.0 million, net of selling expenses. The right to have such shares registered on Form S-3 is further subject to other specified conditions and limitations.

 

The Investor Rights Agreement contains customary cross-indemnification provisions, pursuant to which the Issuer is obligated to indemnify the Fund and other parties in the event of material misstatements or omissions in the registration statement attributable to the Issuer or any violation or alleged violation whether by action or inaction by the Issuer under certain securities laws and the Fund is obligated to indemnify the Issuer for material misstatements or omissions in the registration statement attributable to it.

 

The description of the Investor Rights Agreement contained in this Item 6 is qualified in its entirety by reference to the full text of the agreement (incorporated by reference to Exhibit 4.2 to the Issuer’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-256297)).

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 1      Joint Filing Agreement

Exhibit 2      Form of Lock-up Agreement (incorporated by reference to Exhibit A of Exhibit 1.1 to the Issuer’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-256297))

Exhibit 3      Form of Amended and Restated Investors’ Rights Agreement (incorporated by reference to Exhibit 4.2 to the Issuer’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-256297))

 

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 16, 2021

 

RA CAPITAL MANAGEMENT, L.P.
 
By: /s/ Peter Kolchinsky      
  Name: Peter Kolchinsky  
  Title: Authorized Signatory  
 

 

PETER KOLCHINSKY  
   
/s/ Peter Kolchinsky  
   
RAJEEV SHAH  
   
/s/ Rajeev Shah  
   

 

RA CAPITAL HEALTHCARE FUND, L.P.  
   
By: RA Capital Healthcare GP, LLC  
   
By: /s/ Peter Kolchinsky  
  Name: Peter Kolchinsky  
Title: Manager  

 

 

 

 

Schedule A

 

 

Name 

 

 

Date of Transaction 

 

 

Number of Shares
Acquires / (Disposed)

 

 

Transaction 

 

 

Price per Share 

RA Capital Healthcare
Fund, L.P.
  3/1/21   1,342,106 Series A
Preferred
  Purchase   $9.50
                 
RA Capital Healthcare
Fund, L.P.
  4/15/21   2,459,649 Series B
Preferred
  Purchase  

$15.551

                 
                 
RA Capital Healthcare
Fund, L.P.
  6/15/21   4,870,048 Common
Stock
  Conversion   (1)
                 
RA Capital Healthcare
Fund, L.P.
 

6/15/21

 

2,752,190 Common Stock

 

Purchase

 

$17.00 (2)

 

               
RA Capital Nexus Fund
II, L.P.
  3/1/21  

236,842 Series A
Preferred

  Purchase  

$9.50

                 
RA Capital Nexus Fund
II, L.P.
 

4/15/21

  434,056 Series B
Preferred
  Purchase   $15.551
                 
RA Capital Nexus Fund
II, L.P.
 

6/15/21

 

859,420 Common Stock

 

Conversion

 

(1)

                 
RA Capital Nexus Fund
II, L.P.
  6/15/21   188,986 Common
Stock
  Purchase   $17.00 (2)
                 
                 
                 
                 
                 
                 

 

(1)

On June 15, 2021, each share of Series Seed Convertible Preferred Stock, Series Seed 2 Convertible Preferred Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") converted into Common Stock on a 1.281-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer’s common stock. The shares had no expiration date.

   
 (2)

These shares were purchased in the Issuer’s initial public offering.

 

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated as of June 16, 2021, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).

 

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.001 per share of Janux Therapeutics, Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

 

Executed and delivered as of the date first above written.

 

RA CAPITAL MANAGEMENT, L.P.

 

By: /s/ Peter Kolchinsky  
     
  Name: Peter Kolchinsky
  Title: Authorized Signatory

 

PETER KOLCHINSKY
 
/s/ Peter Kolchinsky  
   
 
RAJEEV SHAH
 
/s/ Rajeev Shah  

 

 
RA CAPITAL HEALTHCARE FUND, L.P.
 
By: RA Capital Healthcare GP, LLC
 
By: /s/ Peter Kolchinsky  
     
Name: Peter Kolchinsky  
Title: Manager