Janux Therapeutics Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROMTOCommission File Number 001-40475 Janux Therapeutics, Inc.(Exact name of Registrant as specified in its Charter) Delaware Table of Contents Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe Registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theRegistrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO ☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant, as of June 30,2025, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $1.1 billion basedon the closing price of $23.10 as reported on The Nasdaq Global Market on such date. Solely for the purposes of this disclosure,shares of common stock held by executive officers, directors and certain stockholders of the Registrant as of such date have beenexcluded because such holders may be deemed to be affiliates. The number of shares of Registrant's Common Stock outstanding as of February 24, 2026 was 60,831,656. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, which the Registrantintends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after theRegistrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III of this Annual Report onForm 10-K. JANUX THERAPEUTICS, INC.Annual Report on Form 10-KFor the Fiscal Year Ended December 31, 2025 Table of Contents PART I BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities99[Reserved]100Management’s Discussion and Analysis of Financial Condition and Results of Operations100Quantitative and Qualitative Disclosures About Market Risk100Financial Statements and Supplementary Data109Changes in and Disagreements with Accountants on Accounting and Financial Disclosure134Controls and Procedures134Other Information136Disclosure Regarding Foreign Jurisdictions that Prevent Inspections136 Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. PART III