Denali Therapeutics Enters Material Definitive Agreement

TL;DR

Denali Therapeutics just signed a big deal, details to come.

AI Summary

Denali Therapeutics Inc. announced on December 9, 2025, that it has entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in South San Francisco, CA, filed this Form 8-K to report the event. Specific details of the agreement were not disclosed in this filing excerpt.

Why It Matters

This filing indicates a significant new development for Denali Therapeutics, potentially impacting its strategic direction and future financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant opportunities or risks depending on their terms, which are not yet fully disclosed.

Key Players & Entities

• Denali Therapeutics Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• South San Francisco, California (location) — Principal executive offices
• December 9, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share DNLI Nasdaq Global Select Mar
• $17.50 — on Stock"), at a price to the public of $17.50 per share (the "Firm Shares"), and pre-
• $17.49 — ommon Stock at a price to the public of $17.49 per underlying share. Under the terms o
• $16.625 — m Shares from the Company at a price of $16.625 per share and the Pre-Funded Warrants a
• $16.615 — d the Pre-Funded Warrants at a price of $16.615 per underlying share. Additionally, the
• $200 m — fering are expected to be approximately $200 million, or $230 million if the Underwrit
• $230 million — ed to be approximately $200 million, or $230 million if the Underwriters exercise in full th

Filing Documents

• dnli-20251209.htm (8-K) — 40KB
• exhibit11-8xkdecember2025.htm (EX-1.1) — 334KB
• exhibit41-8xkdecember2025.htm (EX-4.1) — 108KB
• exhibit51-8xkdecember2025.htm (EX-5.1) — 16KB
• exhibit991-8xkdecember2025.htm (EX-99.1) — 10KB
• denali_greenlogo2a.jpg (GRAPHIC) — 36KB
• picture1.jpg (GRAPHIC) — 9KB
• picture11.jpg (GRAPHIC) — 4KB
• 0001628280-25-056363.txt ( ) — 795KB
• dnli-20251209.xsd (EX-101.SCH) — 2KB
• dnli-20251209_lab.xml (EX-101.LAB) — 21KB
• dnli-20251209_pre.xml (EX-101.PRE) — 12KB
• dnli-20251209_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 9, 2025, Denali Therapeutics Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the public offering of 9,142,857 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a price to the public of $17.50 per share (the "Firm Shares"), and pre-funded warrants (the "Pre-Funded Warrants") to purchase 2,285,714 shares of Common Stock at a price to the public of $17.49 per underlying share. Under the terms of the Underwriting Agreement, the Underwriters have agreed to purchase the Firm Shares from the Company at a price of $16.625 per share and the Pre-Funded Warrants at a price of $16.615 per underlying share. Additionally, the Company has granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,714,285 shares of Common Stock (together with the Firm Shares, the "Shares") at the public offering price, less underwriting discounts and commissions. The gross proceeds to the Company from this offering are expected to be approximately $200 million, or $230 million if the Underwriters exercise in full their option to purchase additional shares, in each case before deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The offering is expected to close on December 11, 2025, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties

01 Other Events

Item 8.01 Other Events. On December 10, 2025, the Company issued a press release announcing the pricing of the public offering. The press release announcing the pricing of the public offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements Certain of the statements made in this report are forward looking, such as those, among others, relating to the Company's expectations regarding the timing and completion of the public offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include risks and uncertainties related to completion of the public offering on the anticipated terms or at all, market conditions and the satisfaction of customary closing conditions related to the public offering. More information about the risks and uncertainties faced by the Company may be found in the Company's Annual and Quarterly Reports filed on Forms 10-K and 10-Q filed with the SEC on February 27, 2025, and November 6, 2025, respectively, and the Company's subsequent reports filed with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, to conform these statements to actual results, or to make changes in the Company's expectations, except as required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as of December 9, 2025, among Denali Therapeutics Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Wilson Sonsini Goodrich & Rosati 23.1 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1) 99.1 Press Release dated December 10, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DENALI THERAPEUTICS INC. Date: December 10, 2025 By: /s/ Alexander O. Schuth, M.D. Alexander O. Schuth, M.D. Chief Operating and Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR