Adage Reports 2.525M Shares (4.27%) of Janux Therapeutics (JANX)

Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports beneficial ownership of 2,525,000 shares of Janux Therapeutics common stock, equal to 4.27% of the company based on 59,175,157 shares outstanding as of May 6, 2025.

Rhea-AI Filing Summary

Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports beneficial ownership of 2,525,000 shares of Janux Therapeutics common stock, equal to 4.27% of the company based on 59,175,157 shares outstanding as of May 6, 2025. The shares are directly held by Adage Capital Partners, L.P., and the cover data shows shared voting power and shared dispositive power for the full 2,525,000 shares and no sole voting or dispositive power.

The filing states these securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The reporting persons list their principal business office at 200 Clarendon Street, 52nd Floor, Boston, Massachusetts, and identify ACM as Delaware organized and Messrs. Atchinson and Gross as U.S. citizens.

Positive

• Adage Capital beneficially owns 2,525,000 shares of JANX, representing a disclosed 4.27% stake.
• The filing states the position is held in the ordinary course of business and not to influence control, clarifying intent.

Negative

• None.

Insights

Financial Analyst

Adage holds a non-control stake of 4.27% (2.525M shares), disclosed as shared voting/dispositive power.

The Schedule 13G/A shows a meaningful but sub-5% passive position by Adage Capital via Adage Capital Partners, L.P. The stake is disclosed as shared voting and dispositive power for 2,525,000 shares and explicitly noted as held in the ordinary course of business and not for control. For investors, this is a transparent disclosure of ownership concentration but does not indicate an activist or control intent based on the filing text.

Corporate Governance Expert

Disclosure confirms beneficial ownership structure and ordinary-course holding; no declared control intent.

The filing identifies the reporting persons and their roles linking Adage Capital Management, Adage Capital Partners and the named individuals, and attributes the holdings to the partnership structure. The classification of powers as shared (and absence of sole power) and the certification that the securities are not held to influence control are material governance details that clarify the firms stance toward the issuer but do not imply governance action.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Janux Therapeutics (JANX) shares does Adage Capital report owning?

The filing reports beneficial ownership of 2,525,000 shares.

What percentage of JANX does that represent?

The reported stake equals 4.27% of outstanding common stock based on 59,175,157 shares outstanding as of May 6, 2025.

Do Adage or the named individuals have sole voting or dispositive power over these shares?

No. The filing shows 0 shares of sole voting or dispositive power and 2,525,000 shares of shared voting and dispositive power.

Who are the reporting persons listed on the Schedule 13G/A for JANX?

The reporting persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross.

Is the position reported as intended to change or influence control of Janux?

No. The certification states the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2025 - 09:05 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Janux Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

47103J105

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 47103J105

1

Names of Reporting Persons

Adage Capital Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,525,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,525,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,525,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.27 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 47103J105

1

Names of Reporting Persons

Robert Atchinson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,525,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,525,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,525,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.27 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 47103J105

1

Names of Reporting Persons

Phillip Gross

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,525,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,525,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,525,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.27 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Janux Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 10955 Vista Sorrento Parkway, Suite 200 San Diego, CA 92130
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, par value $0.001 per share ("Common Stock") of Janux Therapeutics, Inc., a Delaware corporation (the "Company") directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)	Citizenship: ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 47103J105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 59,175,157 shares of Common Stock outstanding as of May 6, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 8, 2025.
(b)	Percent of class: 4.27%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Adage Capital Management, L.P.

Signature:	/s/ Robert Atchinson
Name/Title:	By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
Date:	08/12/2025

Robert Atchinson

Signature:	/s/ Robert Atchinson
Name/Title:	Robert Atchinson, individually
Date:	08/12/2025

Phillip Gross

Signature:	/s/ Phillip Gross
Name/Title:	Phillip Gross, individually
Date:	08/12/2025