SEC Form SC 13D/A filed by Janux Therapeutics Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Janux Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
47103J 105
(CUSIP Number)
Jay Lichter, Ph.D.
Avalon Ventures
1134 Kline Street
La Jolla, California 92037
(858) 348-2180
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 2024
(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 Rule 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 ("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. 47103J 105 | |||
| 1. | Names of Reporting Persons Avalon Ventures XI, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 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 3,271,216 shares (2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 3,271,216 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,271,216 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 6.3% (3) | ||
| 14. | Type of Reporting Person (See Instructions) PN | ||
| (1) | This Schedule 13D is filed by Avalon Ventures XI, L.P. (“Avalon Ventures”), Avalon BioVentures SPV I, L.P. (“ABV SPV”), Avalon BioVentures I, LP (“ABV I”), Avalon Ventures XI GP LLC (“Avalon XI GP”), ABV SPV I GP LLC (“ABV SPV GP”), Avalon BioVentures GP, LLC (“ABV GP”), Kevin Kinsella (“Kinsella”), Richard Levandov (“Levandov”), Braden Bohrmann (“Bohrmann”), Jay Lichter, Ph.D (“Lichter”), Tighe Reardon (“Reardon”), Sergio G. Duron, Ph.D. (“Duron”) and Sanford J. Madigan, Ph.D. (“Madigan” and, with Avalon Ventures, ABV SPV, ABV I, Avalon XI GP, ABV SPV GP, ABV GP, Kinsella, Levandov, Bohrmann, Lichter, Reardon and Duron, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Shares are held by Avalon Ventures. Avalon XI GP is the general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. Kinsella, Levandov, Bohrmann and Lichter are the managing members of Avalon XI GP and share voting and investment power with respect to the shares held by Avalon Ventures. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2024. |
2
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Avalon BioVentures SPV I, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 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 3,340,018 shares (2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 3,340,018 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,340,018 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 6.4% (3) | ||
| 14. | Type of Reporting Person (See Instructions) PN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Shares are held by ABV SPV. ABV SPV GP is the general partner of ABV SPV and may be deemed to have voting and investment power with respect to the shares held by ABV SPV. Lichter and Reardon are the managing members of ABV SPV GP and share voting and investment power with respect to the shares held by ABV SPV. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
3
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Avalon BioVentures I, LP | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 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 633,673 shares (2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 633,673 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 633,673 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 1.2% (3) | ||
| 14. | Type of Reporting Person (See Instructions) PN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Shares are held by ABV I. ABV GP is the general partner of ABV I and may be deemed to have voting and investment power with respect to the shares held by ABV I. Lichter, Reardon, Duron and Madigan are the managing members of ABV GP and share voting and investment power with respect to the shares held by ABV I. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
4
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Avalon Ventures XI GP LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 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 3,271,216 shares (2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 3,271,216 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,271,216 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 6.3% (3) | ||
| 14. | Type of Reporting Person (See Instructions) OO | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Shares are held by Avalon Ventures. Avalon XI GP is the general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. Kinsella, Levandov, Bohrmann and Lichter are the managing members of Avalon XI GP and share voting and investment power with respect to the shares held by Avalon Ventures. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
5
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons ABV SPV I GP LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 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 3,340,018 shares (2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 3,340,018 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,340,018 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 6.4% (3) | ||
| 14. | Type of Reporting Person (See Instructions) OO | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Shares are held by ABV SPV. ABV SPV GP is the general partner of ABV SPV and may be deemed to have voting and investment power with respect to the shares held by ABV SPV. Lichter and Reardon are the managing members of ABV SPV GP and share voting and investment power with respect to the shares held by ABV SPV. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
6
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Avalon BioVentures GP, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 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 633,673 shares (2) | ||
| 9. | Sole Dispositive Power 0 | ||
| 10. | Shared Dispositive Power 633,673 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 633,673 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 1.2% (3) | ||
| 14. | Type of Reporting Person (See Instructions) OO | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Shares are held by ABV I. ABV GP is the general partner of ABV I and may be deemed to have voting and investment power with respect to the shares held by ABV I. Lichter, Reardon, Duron and Madigan are the managing members of ABV GP and share voting and investment power with respect to the shares held by ABV I. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
7
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Kevin Kinsella | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 6,966 shares | |
| 8. | Shared Voting Power 3,271,216 shares (2) | ||
| 9. | Sole Dispositive Power 6,966 shares | ||
| 10. | Shared Dispositive Power 3,271,216 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,278,182 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 6.3% (3) | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 3,271,216 shares of Common Stock held by Avalon Ventures. Avalon XI GP is the general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. Kinsella, Levandov, Bohrmann and Lichter are the managing members of Avalon XI GP and share voting and investment power with respect to the shares held by Avalon Ventures. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
8
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Richard Levandov | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 5,651 shares | |
| 8. | Shared Voting Power 3,271,216 shares (2) | ||
| 9. | Sole Dispositive Power 5,651 shares | ||
| 10. | Shared Dispositive Power 3,271,216 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,276,867 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 6.3% (3) | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 3,271,216 shares of Common Stock held by Avalon Ventures. Avalon XI GP is the general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. Kinsella, Levandov, Bohrmann and Lichter are the managing members of Avalon XI GP and share voting and investment power with respect to the shares held by Avalon Ventures. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
9
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Braden Bohrmann | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 3,754 shares | |
| 8. | Shared Voting Power 3,271,216 shares (2) | ||
| 9. | Sole Dispositive Power 3,754 shares | ||
| 10. | Shared Dispositive Power 3,271,216 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,274,970 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 6.3% (3) | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 3,271,216 shares of Common Stock held by Avalon Ventures. Avalon XI GP is the general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. Kinsella, Levandov, Bohrmann and Lichter are the managing members of Avalon XI GP and share voting and investment power with respect to the shares held by Avalon Ventures. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
10
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Jay Lichter, Ph.D. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 59,583 shares (2) | |
| 8. | Shared Voting Power 7,244,907 shares (3) | ||
| 9. | Sole Dispositive Power 59,583 shares (2) | ||
| 10. | Shared Dispositive Power 7,244,907 shares (3) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,304,490 shares (2) (3) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 14.1% (4) | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 55,000 shares of Common Stock issuable within 60 days of the date of the filing of this Schedule 13D upon exercise of stock options held by Lichter. |
| (3) | Includes (i) 3,271,216 shares of Common Stock held by Avalon Ventures; (ii) 3,340,018 shares of Common Stock held by ABV SPV; and (iii) 633,673 shares of Common Stock held by ABV I. Avalon XI GP is the general partner of Avalon Ventures. Kinsella, Levandov, Bohrmann and Lichter are the managing members of Avalon XI GP and share voting and investment power with respect to the shares held by Avalon Ventures. ABV SPV GP is the general partner of ABV SPV. Lichter and Reardon are the managing members of ABV SPV GP and share voting and investment power with respect to the shares held by ABV SPV. ABV GP is the general partner of ABV I. Lichter, Reardon, Duron and Madigan are the managing members of ABV GP and share voting and investment power with respect to the shares held by ABV I. |
| (4) | This percentage is calculated based on the sum of (i) 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024; and (ii) 55,000 shares of Common Stock issuable within 60 days of the date of the filing of this Schedule 13D upon exercise of stock options. |
11
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Tighe Reardon | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 486,081 shares (2) | |
| 8. | Shared Voting Power 3,973,691 shares (3) | ||
| 9. | Sole Dispositive Power 446,049 shares (2) | ||
| 10. | Shared Dispositive Power 3,973,691 shares (3) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,459,772 shares (2) (3) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 8.5% (4) | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 271,060 shares of Common Stock issuable upon the exercise of stock options held by Reardon that are vested or will vest within 60 days of the date of the filing of this Schedule 13D. Also includes 40,032 shares of Common Stock issuable upon early exercise of stock options held by Reardon that will not vest within 60 days of the date of the filing of this Schedule 13D, for which he is considered to have voting, but not dispositive, power. |
| (3) | Includes (i) 3,340,018 shares of Common Stock held by ABV SPV and (ii) 633,673 shares of Common Stock held by ABV I. ABV SPV GP is the general partner of ABV SPV. Lichter and Reardon are the managing members of ABV SPV GP and share voting and investment power with respect to the shares held by ABV SPV. ABV GP is the general partner of ABV I. Lichter, Reardon, Duron and Madigan are the managing members of ABV GP and share voting and investment power with respect to the shares held by ABV I. |
| (4) | This percentage is calculated based on the sum of (i) 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024; and (ii) 271,060 shares of Common Stock issuable within 60 days of the date of the filing of this Schedule 13D upon exercise of stock options. |
12
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Sergio G. Duron, Ph.D. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 92,630 shares | |
| 8. | Shared Voting Power 633,673 shares (2) | ||
| 9. | Sole Dispositive Power 92,630 shares | ||
| 10. | Shared Dispositive Power 633,673 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 726,303 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 1.4% (3) | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 633,673 shares of Common Stock held by ABV I. ABV GP is the general partner of ABV I and may be deemed to have voting and investment power with respect to the shares held by ABV I. Lichter, Reardon, Duron and Madigan are the managing members of ABV GP and share voting and investment power with respect to the shares held by ABV I. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
13
| CUSIP No. 47103J 105 | |||
| 1. | Names of Reporting Persons Sanford Madigan, Ph.D. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 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) ¨ | ||
| 6. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 107,810 shares | |
| 8. | Shared Voting Power 633,673 shares (2) | ||
| 9. | Sole Dispositive Power 107,810 shares | ||
| 10. | Shared Dispositive Power 633,673 shares (2) | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 741,483 shares (2) | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 1.4% (3) | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes 633,673 shares of Common Stock held by ABV I. ABV GP is the general partner of ABV I and may be deemed to have voting and investment power with respect to the shares held by ABV I. Lichter, Reardon, Duron and Madigan are the managing members of ABV GP and share voting and investment power with respect to the shares held by ABV I. |
| (3) | This percentage is calculated based on 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. |
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Explanatory Note: This Amendment No. 3 (“Amendment No. 3”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2021 and amended on November 16, 2023 and March 4, 2024 (the “Original Schedule 13D”) filed on behalf of Avalon Ventures XI, L.P. (“Avalon Ventures”), Avalon BioVentures SPV I, L.P. (“ABV SPV”), Avalon BioVentures I, LP (“ABV I”), Avalon Ventures XI GP LLC (“Avalon XI GP”), ABV SPV I GP LLC (“ABV SPV GP”), Avalon BioVentures GP, LLC (“ABV GP”), Kevin Kinsella (“Kinsella”), Richard Levandov (“Levandov”), Braden Bohrmann (“Bohrmann”), Jay Lichter, Ph.D (“Lichter”), Tighe Reardon (“Reardon”), Sergio G. Duron, Ph.D. (“Duron”) and Sanford J. Madigan, Ph.D. (“Madigan” and, with Avalon Ventures, ABV SPV, ABV I, Avalon XI GP, ABV SPV GP, ABV GP, Kinsella, Levandov, Bohrmann, Lichter, Reardon and Duron, collectively, the “Reporting Persons”) relates to the common stock, $0.001 par value per share (the “Common Stock”), of Janux Therapeutics, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein have the meanings given to such terms in the Original Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of Item 4:
On June 3, 2024, Avalon Ventures sold 677,279 shares of Common Stock, ABV SPV sold 691,525 shares of Common Stock and ABV I sold 131,196 shares of Common Stock, each in a series of block trades at prices ranging from $54.75 to $55.07 per share (a weighted-average price of $54.75 per share).
| Item 5. | Interest in Securities of the Issuer |
| (a)– (b). | The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of June 5, 2024: |
| Reporting Persons | Shares
Held Directly | Sole Voting Power | Shared
Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage
of Class (6) | |||||||||||||||||||||
| Avalon Ventures (1) | 3,271,216 | 3,271,216 | 3,271,216 | 3,271,216 | 6.3 | % | ||||||||||||||||||||||
| ABV SPV (2) | 3,340,018 | 3,340,018 | 3,340,018 | 3,340,018 | 6.4 | % | ||||||||||||||||||||||
| ABV I (3) | 633,673 | 633,673 | 633,673 | 633,673 | 1.2 | % | ||||||||||||||||||||||
| Avalon XI GP (1) | 3,271,216 | 3,271,216 | 3,271,216 | 6.3 | % | |||||||||||||||||||||||
| ABV SPV GP (2) | 3,340,018 | 3,340,018 | 3,340,018 | 6.4 | % | |||||||||||||||||||||||
| ABV GP (3) | 633,673 | 633,673 | 633,673 | 1.2 | % | |||||||||||||||||||||||
| Kinsella (1) | 6,966 | 6,966 | 3,271,216 | 6,966 | 3,271,216 | 3,278,182 | 6.3 | % | ||||||||||||||||||||
| Levandov (1) | 5,651 | 5,651 | 3,271,216 | 5,651 | 3,271,216 | 3,276,867 | 6.3 | % | ||||||||||||||||||||
| Bohrmann (1) | 3,754 | 3,754 | 3,271,216 | 3,754 | 3,271,216 | 3,274,970 | 6.3 | % | ||||||||||||||||||||
| Lichter (1) (2) (3) (4) | 59,583 | 59,583 | 7,244,907 | 59,583 | 7,244,907 | 7,304,490 | 14.1 | % | ||||||||||||||||||||
| Reardon (2) (3) (5) | 486,081 | 486,081 | 3,973,691 | 446,049 | 3,973,691 | 4,459,772 | 8.5 | % | ||||||||||||||||||||
| Duron (3) | 92,630 | 92,630 | 633,673 | 92,630 | 633,673 | 726,303 | 1.4 | % | ||||||||||||||||||||
| Madigan (3) | 107,810 | 107,810 | 633,673 | 107,810 | 633,673 | 741,483 | 1.4 | % | ||||||||||||||||||||
| (1) | Includes 3,271,216 shares of Common Stock held by Avalon Ventures. Avalon XI GP is the general partner of Avalon Ventures and may be deemed to have voting and investment power with respect to the shares held by Avalon Ventures. Kinsella, Levandov, Bohrmann and Lichter are the managing members of Avalon XI GP and share voting and investment power with respect to the shares held by Avalon Ventures. |
| (2) | Includes 3,340,018 shares of Common Stock held by ABV SPV. ABV SPV GP is the general partner of ABV SPV and may be deemed to have voting and investment power with respect to the shares held by ABV SPV. Lichter and Reardon are the managing members of ABV SPV GP and share voting and investment power with respect to the shares held by ABV SPV. |
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| (3) | Includes 633,673 shares of Common Stock held by ABV I. ABV GP is general partner of ABV I and may be deemed to have voting and investment power with respect to the shares held by ABV I. Lichter, Reardon, Duron and Madigan are the managing members of ABV GP and share voting and investment power with respect to the shares held by ABV I. |
| (4) | Includes 55,000 shares of Common Stock issuable within 60 days of the date of the filing of this Schedule 13D upon exercise of stock options held by Lichter. |
| (5) | Includes 271,060 shares of Common Stock issuable upon the exercise of stock options held by Reardon that are vested or will vest within 60 days of the date of the filing of this Schedule 13D . Also includes 40,032 shares of Common Stock issuable upon early exercise of stock options held by Reardon that will not vest within 60 days of the date of the filing of this Schedule 13D, for which he is considered to have voting, but not dispositive, power. |
| (6) | This percentage is calculated based on the sum of (i) 51,850,667 shares of common stock outstanding as of May 3, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024; and (ii) shares of Common Stock issuable upon exercise of stock options, as applicable. |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits |
| A. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
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Signature
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 5, 2024
| AVALON VENTURES XI, L.P. | AVALON VENTURES XI GP LLC | |||
| By: | /s/ Tighe Reardon | By: | /s/ Tighe Reardon | |
| Name: Tighe Reardon | Name: Tighe Reardon | |||
| Title: Authorized Signer | Title: Authorized Signer | |||
| AVALON BIOVENTURES SPV I, L.P. | ABV SPV I GP LLC | |||
| By: | /s/ Tighe Reardon | By: | /s/ Tighe Reardon | |
| Name: Tighe Reardon | Name: Tighe Reardon | |||
| Title: Authorized Signer | Title: Authorized Signer | |||
| AVALON BIOVENTURES I, LP | AVALON BIOVENTURES GP, LLC | |||
| By: | /s/ Tighe Reardon | By: | /s/ Tighe Reardon | |
| Name: Tighe Reardon | Name: Tighe Reardon | |||
| Title: Authorized Signer | Title: Authorized Signer | |||
| /s/ Kevin Kinsella | /s/ Tighe Reardon | |||
| Kevin Kinsella | Tighe Reardon | |||
| /s/ Richard Levandov | /s/ Sergio Duron | |||
| Richard Levandov | Sergio G. Duron, Ph.D. | |||
| /s/ Braden Bohrmann | /s/ Sanford Madigan | |||
| Braden Bohrmann | Sanford Madigan, Ph.D. | |||
| /s/ Jay Lichter | ||||
| Jay Lichter, Ph.D. | ||||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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Exhibit(s):
| A | Joint Filing Agreement |
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