---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-028982"
form_type: "8-K"
ticker: "JANX"
cik: "0001817713"
company_name: "Janux Therapeutics, Inc."
filed_at: "2023-06-20T23:59:59+00:00"
generated_at: "2026-06-13T21:37:59.608755+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Janux loses majority-independent board after director exit; Nasdaq grants cure period

## Summary
- Independent director Peter Thompson did not stand for re-election, reducing independent directors to 4 out of 9 total.
- Nasdaq notified company of non-compliance with majority independence rule (5605(b)(1)); cure period extends to June 14, 2024.
- Board evaluating options to regain compliance within cure period.
- At annual meeting, stockholders elected Sheila Gujrathi and Alana McNulty as Class II directors.
- Ratified Ernst & Young as independent auditor for FY 2023.

## SEC filing metadata
- accession: 0000950170-23-028982
- form_type: 8-K
- ticker: JANX
- cik: 0001817713
- company_name: Janux Therapeutics, Inc.
- filed_at: 2023-06-20T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 3.01, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1817713/000095017023028982/0000950170-23-028982-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1817713/000095017023028982/janx-20230614.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-028982
- JSON: https://secwatch.observer/filing/0000950170-23-028982.json
- Plain text: https://secwatch.observer/filing/0000950170-23-028982.txt

## Key facts
- Listing & Compliance Notices
  Janux Therapeutics, Inc. received a nasdaq noncompliance notice notice regarding board independence (rules 5605(b)(1)).
  - Exchange: nasdaq
  - Notice: noncompliance notice
  - Deficiency: board independence
  - Rules: 5605(b)(1)
  source text: 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 cu
  evidence_url: https://www.sec.gov/Archives/edgar/data/1817713/000095017023028982/0000950170-23-028982-index.htm
- Shareholder Votes
  Janux Therapeutics, Inc. shareholders approved Election of Directors at the 2023-06-14 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: 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 Votes For Votes Withheld Broker Non-Votes Sheila Gujrathi, M.D. 25,697,774 8,374,247 620,476 Alana McNulty 31,885,716 2,186,305 620,476
  evidence_url: https://www.sec.gov/Archives/edgar/data/1817713/000095017023028982/0000950170-23-028982-index.htm
- Shareholder Votes
  Janux Therapeutics, Inc. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2023-06-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-14
  source text: 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 Votes Against Abstentions Broker Non-Votes 34,536,553 155,699 245
  evidence_url: https://www.sec.gov/Archives/edgar/data/1817713/000095017023028982/0000950170-23-028982-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.