0001209191-21-039666.txt : 20210610 0001209191-21-039666.hdr.sgml : 20210610 20210610193549 ACCESSION NUMBER: 0001209191-21-039666 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210610 FILED AS OF DATE: 20210610 DATE AS OF CHANGE: 20210610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40475 FILM NUMBER: 211009559 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VIII LLC CENTRAL INDEX KEY: 0001845804 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40475 FILM NUMBER: 211009558 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4629 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC CENTRAL INDEX KEY: 0001808744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40475 FILM NUMBER: 211009557 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Janux Therapeutics, Inc. CENTRAL INDEX KEY: 0001817713 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 822289112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11099 TORREY PINES PARK ROAD CITY: SAN DIEGO STATE: CA ZIP: 92037 BUSINESS PHONE: 858-750-4700 MAIL ADDRESS: STREET 1: 11099 TORREY PINES PARK ROAD CITY: SAN DIEGO STATE: CA ZIP: 92037 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-06-10 0 0001817713 Janux Therapeutics, Inc. JANX 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0001845804 OrbiMed Capital GP VIII LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0001808744 OrbiMed Genesis GP LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 Series A Convertible Preferred Stock Common Stock 1348421 I See footnotes Series B Convertible Preferred Stock Common Stock 823742 I See footnotes Series B Convertible Preferred Stock Common Stock 164748 I See footnotes Each share of Series Seed Convertible Preferred Stock, Series Seed 2 Convertible Preferred Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible into 1.281 shares of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock has no expiration date. The securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein. This report on Form 3 is jointly filed by Advisors, GP VIII, and OrbiMed Genesis GP LLC ("Genesis GP"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. Advisors and GP VIII have designated a representative, Peter Thompson, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Fund"). Genesis GP is the general partner of Genesis Fund and Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and Advisors may be deemed to have voting and investment power with respect to the shares held by Genesis Fund and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein. OrbiMed Advisors LLC, By: /s/ Douglas Coon, Chief Compliance Officer 2021-06-10 OrbiMed Capital GP VIII LLC, By: /s/ Douglas Coon, Chief Compliance Officer 2021-06-10 OrbiMed Genesis GP LLC, By: /s/ Douglas Coon, Chief Compliance Officer 2021-06-10