Janux Therapeutics, Inc 8-K, filed Jun 20, 2023
Janux Therapeutics, Inc. (JANX)
About this 8-K
Janux Therapeutics, Inc filed this 8-K on June 20, 2023, reporting on events of June 14, 2023.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed by Janux Therapeutics, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2023 and its Proxy Statement filed with the Commission on April 28, 2023, an independent director, Peter Thompson, M.D., did not stand for re-election at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) as a result of competing commitments. Dr. Thompson’s decision to not stand for re-election was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Prior to the Annual Meeting, the Company’s Board of Directors (the “Board”) was comprised of a majority of independent directors, with five (5) independent directors and four (4) non-independent directors. Following the Annual Meeting, the Board no longer satisfies Listing Rule 5605(b)(1) of The Nasdaq Stock Market (“Nasdaq”), which requires a majority of a company’s board of directors to be independent.
Following the Company’s notification to Nasdaq, the Company received a letter from Nasdaq on June 16, 2023 acknowledging the Company’s non-compliance with Listing Rule 5605(b)(1). The letter from Nasdaq further provided that, consistent with Listing Rule 5605(b)(1)(A), Nasdaq will provide the Company a cure period in order to regain compliance with Listing Rule 5605(b)(1). The cure period will end on the earlier of (i) the Company’s next annual meeting of stockholders or (ii) June 14, 2024 (unless such next annual meeting is held prior to December 11, 2023, in which case the cure period will end on December 11, 2023).
The Board is evaluating options to achieve compliance within the cure period and expects to regain compliance with Listing Rule 5605(b)(1) within the cure period.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2023, the Company held the Annual Meeting. As of April 18, 2023, the record date for the Annual Meeting, 41,833,315 shares of common stock were outstanding and entitled to vote 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 two persons listed below as Class II directors, each to serve until the Company’s 2026 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 |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Sheila Gujrathi, M.D. |
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25,697,774 |
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8,374,247 |
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620,476 |
Alana McNulty |
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31,885,716 |
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2,186,305 |
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620,476 |
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, 2023. The final voting results are as follows:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
34,536,553 |
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155,699 |
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245 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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JANUX THERAPEUTICS, INC. |
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Date: June 20, 2023 |
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By: |
/s/ David Campbell, Ph.D. |
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David Campbell, Ph.D. |
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President and Chief Executive Officer |