Janux Therapeutics, Inc. had a significant shareholder position reported in its common stock. A group of related Prosight entities and individual investor W. Lawrence Hawkins together reported beneficial ownership of up to 3,157,220 shares of Janux common stock.
Based on 60,147,807 shares outstanding as of November 4, 2025, Hawkins’ holdings represent about 5.3% of the company’s common stock
Positive
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Janux Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
47103J105
(CUSIP Number)
02/03/2026
(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
Prosight Management, LP
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
3,150,970.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,150,970.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,150,970.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: The figure in Item 11 is based upon 60,147,807 Common Stock, $0.001 par value per share ("Common Stock") of Janux Therapeutics, Inc. (the "Issuer") outstanding as of November 4, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 6, 2025.
SCHEDULE 13G
CUSIP No.
47103J105
1
Names of Reporting Persons
Prosight Fund, LP
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
148,416.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
148,416.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
148,416.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The figure in Item 11 is based upon 60,147,807 Common Stock of the Issuer outstanding as of November 4, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 6, 2025.
SCHEDULE 13G
CUSIP No.
47103J105
1
Names of Reporting Persons
Prosight Plus Fund, LP
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
685,220.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
685,220.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
685,220.00
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)
1.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The figure in Item 11 is based upon 60,147,807 Common Stock of the Issuer outstanding as of November 4, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 6, 2025.
SCHEDULE 13G
CUSIP No.
47103J105
1
Names of Reporting Persons
Prosight Partners, LLC
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
3,150,970.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,150,970.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,150,970.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The figure in Item 11 is based upon 60,147,807 Common Stock of the Issuer outstanding as of November 4, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 6, 2025.
SCHEDULE 13G
CUSIP No.
47103J105
1
Names of Reporting Persons
W. Lawrence Hawkins
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
6,250.00
6
Shared Voting Power
3,150,970.00
7
Sole Dispositive Power
6,250.00
8
Shared Dispositive Power
3,150,970.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,157,220.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The figure in Item 11 is based upon 60,147,807 Common Stock of the Issuer outstanding as of November 4, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 6, 2025.
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 jointly filed by and on behalf of each of Prosight Management, LP, a Delaware limited partnership ("Prosight Management"), Prosight Fund, LP, a Delaware limited partnership ("Prosight Fund"), Prosight Plus Fund, LP, a Delaware limited partnership ("Prosight Plus Fund"), Prosight Partners, LLC, a Delaware limited liability company ("Prosight Partners"), and W. Lawrence Hawkins (collectively referred herein as the "Reporting Persons"). Prosight Management is the general partner and investment manager of, and may be deemed to indirectly beneficially own securities owned by, Prosight Fund and Prosight Plus Fund. Prosight Management is a sub-advisor for certain separate managed accounts (collectively, the "Managed Accounts") and may be deemed to indirectly beneficially own securities owned by the Managed Accounts. Prosight Partners is the general partner of, and may be deemed to beneficially own, securities beneficially owned by Prosight Management. Mr. Hawkins is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, Prosight Partners. Prosight Fund, Prosight Plus Fund, and the Managed Accounts are the record and direct beneficial owner of the securities of the Issuer covered by this statement, except for those shares reported by Mr. Hawkins in Items 5 and 7 above. Prosight Fund disclaims beneficial ownership of the securities of the Issuer held by each of the Managed Accounts and Prosight Plus Fund. Prosight Plus Fund disclaims beneficial ownership of the securities of the Issuer held by each of the Managed Accounts and Prosight Fund.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Prosight Management, LP, 5956 Sherry Lane, Suite 1365, Dallas, Texas 75225.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto.
(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:
See Item 9 on the cover pages hereto.
(b)
Percent of class:
See Item 11 on the cover pages hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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 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.
Prosight Management, LP
Signature:
Prosight Partners, LLC
Name/Title:
General Partner
Date:
02/06/2026
Signature:
/s/ W. Lawrence Hawkins
Name/Title:
Sole Manager of the General Partner
Date:
02/06/2026
Prosight Fund, LP
Signature:
Prosight Management, LP
Name/Title:
General Partner
Date:
02/06/2026
Signature:
Prosight Partners, LLC
Name/Title:
Sole Manager of the General Partner
Date:
02/06/2026
Signature:
/s/ W. Lawrence Hawkins
Name/Title:
Sole Manager of the General Partner of the General Partner
Date:
02/06/2026
Prosight Plus Fund, LP
Signature:
Prosight Management, LP
Name/Title:
General Partner
Date:
02/06/2026
Signature:
Prosight Partners, LLC
Name/Title:
General Partner of the General Partner
Date:
02/06/2026
Signature:
/s/ W. Lawrence Hawkins
Name/Title:
Sole Manager of the General Partner of the General Partner
What stake in Janux Therapeutics (JANX) does W. Lawrence Hawkins report?
W. Lawrence Hawkins reports beneficial ownership of 3,157,220 Janux shares, or 5.3%. This total includes 6,250 shares over which he has sole voting and dispositive power and 3,150,970 shares over which he shares voting and dispositive power.
How many Janux Therapeutics (JANX) shares are reported by Prosight Management entities?
Prosight Management and Prosight Partners each report beneficial ownership of 3,150,970 Janux shares, or 5.2%. These shares are held through Prosight-managed investment funds and separate managed accounts that directly own the issuer’s common stock.
What ownership percentages do Prosight Fund and Prosight Plus Fund report in JANX?
Prosight Fund reports 148,416 Janux shares (0.2%), and Prosight Plus Fund reports 685,220 shares (1.1%). Both percentages are calculated using 60,147,807 Janux common shares outstanding as of November 4, 2025, as disclosed in Janux’s Form 10-Q.
On what share count is the reported JANX ownership percentage based?
The ownership percentages are based on 60,147,807 Janux common shares outstanding. This figure comes from Janux Therapeutics’ Form 10-Q for the quarter ended September 30, 2025, which stated shares outstanding as of November 4, 2025.
What does the Prosight group certify about its intent regarding control of Janux Therapeutics?
The reporting persons certify the securities were not acquired to change or influence control of Janux. They state the holdings are not connected with any transaction intended to affect control, other than activities solely related to a nomination under Rule 240.14a-11.
Who are the reporting persons in this Janux Therapeutics Schedule 13G?
The reporting group consists of Prosight Management, Prosight Fund, Prosight Plus Fund, Prosight Partners, and W. Lawrence Hawkins. They are related investment entities and an individual manager, jointly filing to disclose their beneficial ownership in Janux common stock.