8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2025

Janux Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40475	82-2289112
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10955 Vista Sorrento Parkway, Suite 200 San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 751-4493

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, $0.001 par value per share

     JANX

     Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2025, Janux Therapeutics, Inc. (the “Company”) held the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 17, 2025, the record date for the Annual Meeting, 59,168,490 shares of common stock were outstanding and entitled to vote at the Annual Meeting, of which 56,239,312 shares of common stock were present virtually or represented by proxy at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.

Proposal 1: Election of Directors

The Company’s stockholders elected the three persons listed below as Class I directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:


Name of Director Elected	Votes For	Votes Withheld	Broker Non-Votes
David Campbell, Ph.D.	44,740,538	9,631,829	1,866,944
Ron Barrett, Ph.D.	44,005,362	10,367,005	1,866,944
Winston Kung	42,187,543	12,184,824	1,866,944

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:


Votes For	Votes Against	Abstentions
56,152,990	27,381	58,941

Proposal 3: Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in the Proxy Statement. The final voting results are as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
53,205,989	1,150,947	15,431	1,866,944

Proposal 4: Advisory Vote on the Frequency of Future Advisory Stockholder Votes on Executive Compensation

The Company’s stockholders approved, on an advisory (non-binding) basis, the frequency of future advisory stockholder votes on executive compensation as disclosed in the Proxy Statement. The final voting results are as follows:


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
53,985,296	3,614	288,765	94,692	1,866,944


	JANUX THERAPEUTICS, INC.

Date: June 13, 2025	By:	/s/ David Campbell, Ph.D.
		David Campbell, Ph.D.
		President and Chief Executive Officer