Denali Therapeutics Announces Pricing of Public Offering of Common Stock and Pre-Funded Warrants

Denali Therapeutics (NASDAQ: DNLI) priced an underwritten public offering on Dec 10, 2025 of 9,142,857 common shares at $17.50 per share and issued pre-funded warrants to purchase 2,285,714 shares at $17.49 each.

Rhea-AI Summary

Denali Therapeutics (NASDAQ: DNLI) priced an underwritten public offering on Dec 10, 2025 of 9,142,857 common shares at $17.50 per share and issued pre-funded warrants to purchase 2,285,714 shares at $17.49 each.

The company granted underwriters a 30-day option to buy up to 1,714,285 additional shares and expects total gross proceeds of approximately $200 million before fees. The offering is expected to close on or about Dec 11, 2025, subject to customary closing conditions. A Form S-3 was effective Feb 27, 2025, and a preliminary prospectus supplement was filed Dec 9, 2025.

Positive

• Expected gross proceeds of approximately $200 million
• Offering priced at $17.50 per common share

Negative

• Issuance of 9,142,857 new shares will dilute existing shareholders
• Pre-funded warrants for 2,285,714 shares create potential additional dilution
• Underwriters' 30-day option for 1,714,285 shares could further increase dilution

Argus Dec 10 session

-10.63% close to close Open Argus

Details

News Market Reaction – DNLI

On Dec 10, the day this news came out, DNLI closed 10.63% below the previous close.

Data tracked by StockTitan Argus for the Dec 10 session.

Market Context

On Dec 10, the day this news came out, the stock closed 10.6% below the previous close. A negative r...

Analysis

On Dec 10, the day this news came out, the stock closed 10.6% below the previous close. A negative reaction despite a routine follow-on would fit typical concerns about dilution from issuing 9,142,857 new shares and 2,285,714 pre-funded warrants. The stock already traded about 24.9% below its $26.18 52-week high before pricing, so additional pressure could reflect sensitivity to equity raises. Past news, such as the proposed offering’s -0.15% move, showed similar albeit milder selling on financing announcements.

Key Figures

Common shares offered: 9,142,857 shares Common share price: $17.50 per share Pre-funded warrants: 2,285,714 warrants +5 more

Common shares offered

9,142,857 shares

Underwritten public offering common stock size

Common share price

$17.50 per share

Public offering price for common stock

Pre-funded warrants

2,285,714 warrants

Pre-funded warrants in lieu of common stock for certain investors

Pre-funded warrant price

$17.49 per warrant

Offering price per pre-funded warrant

Warrant exercise price

$0.01 per share

Exercise price for each pre-funded warrant share

Underwriters’ option shares

1,714,285 shares

30-day option for additional common shares

Gross proceeds

$200 million

Expected total gross proceeds before expenses

Closing date

December 11, 2025

Expected offering closing, subject to conditions

Historical Context

5 past events · Latest: Dec 09

5 events

1. Dec 09

   Equity offering plan

   24h Move

   -0.1%

   Proposed $200M common stock and pre-funded warrant offering announcement.

2. Dec 04

   Royalty funding deal

   24h Move

   +6.8%

   $275M synthetic royalty funding tied to tividenofusp alfa future sales.

3. Nov 06

   Earnings and pipeline

   24h Move

   +4.2%

   Q3 2025 net loss $126.9M and detailed pipeline and cash updates.

4. Nov 06

   Leadership changes

   24h Move

   +4.2%

   Board appointment and CMO transition alongside BLA progress disclosure.

5. Oct 13

   FDA review extension

   24h Move

   -2.5%

   FDA extended tividenofusp alfa BLA PDUFA date to Apr 5, 2026.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, exercise price, form s-3, prospectus supplement

4 terms

pre-funded warrants financial

"in lieu of common stock to certain investors, pre-funded warrants to purchase"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

exercise price financial

"less the $0.01 per share exercise price for each pre-funded warrant"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

form s-3 regulatory

"filed a Registration Statement on Form S-3, which was automatically effective"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"has filed a preliminary prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SOUTH SAN FRANCISCO, Calif., Dec. 10, 2025 (GLOBE NEWSWIRE) -- Denali Therapeutics Inc. (NASDAQ: DNLI) today announced the pricing of its underwritten public offering of 9,142,857 shares of its common stock at a price to the public of $17.50 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 2,285,714 shares of common stock at a price of $17.49 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $0.01 per share exercise price for each pre-funded warrant. All of the shares and pre-funded warrants are to be sold by Denali Therapeutics. In addition, Denali Therapeutics has granted the underwriters a 30-day option to purchase up to an additional 1,714,285 shares of its common stock. Denali Therapeutics expects to receive total gross proceeds of approximately $200 million before deducting underwriting discounts and commissions and other offering expenses and excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on or about December 11, 2025, subject to satisfaction of customary closing conditions.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Jefferies LLC are acting as joint book-running managers for the offering. H.C. Wainwright & Co., LLC and B. Riley Securities, Inc. are acting as co-managers for the offering.

Denali Therapeutics filed a Registration Statement on Form S-3, which was automatically effective upon filing with the SEC on February 27, 2025, and has filed a preliminary prospectus supplement and accompanying prospectus relating to the offering on December 9, 2025. A final prospectus supplement and accompanying prospectus relating to the offering will also be filed with the SEC. These documents can be accessed for free through the SEC’s website at www.sec.gov.

When available, copies of the final prospectus supplement and the accompanying prospectus relating to this offering may also be obtained from:

Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, fax: 212-902-9316, email: prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, telephone: 1-866-718-1649, email: prospectus@morganstanley.com; Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, telephone: (877) 821-7388, email: Prospectus_Department@Jefferies.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that state or jurisdiction.

About Denali Therapeutics

Denali Therapeutics is a biotechnology company pioneering a new class of biotherapeutics designed to cross the blood-brain barrier using its proprietary TransportVehicle™ platform. With a clinically validated delivery platform and a growing portfolio of therapeutic candidates across all stages of development, Denali Therapeutics is advancing toward its goal of delivering effective medicines to transform the lives of people living with neurodegenerative, lysosomal storage and other serious diseases.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether or not Denali Therapeutics will be able to raise capital through the sale of shares of common stock and pre-funded warrants or consummate the offering, the final terms of the offering, the satisfaction of customary closing conditions, prevailing market conditions, the anticipated use of the proceeds of the offering which could change as a result of market conditions or for other reasons, and the impact of general economic, industry or political conditions in the United States or internationally. Additional risks and uncertainties relating to the offering, Denali Therapeutics and its business can be found under the heading “Risk Factors” in Denali Therapeutics’ most recent current, quarterly and annual reports filed with the SEC and in the preliminary prospectus supplement and accompanying prospectus relating to the offering to be filed with the SEC. Denali Therapeutics assumes no duty or obligation to update or revise any forward-looking statements for any reason.

Investor Relations Contact:

Laura Hansen, Ph.D.
Vice President, Investor Relations
hansen@dnli.com

Media Contact:

Erin Patton
Corporate Communications
epatton@dnli.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Denali Therapeutics (DNLI) offer in the Dec 10, 2025 public offering?

Denali offered 9,142,857 common shares in the offering.

What price per share did DNLI set for the Dec 2025 offering?

The offering was priced at $17.50 per common share.

How many pre-funded warrants did Denali issue and at what price?

Denali issued pre-funded warrants to purchase 2,285,714 shares at $17.49 each.

What are the expected gross proceeds from Denali's Dec 2025 offering (DNLI)?

Denali expects total gross proceeds of approximately $200 million before fees and expenses.

When is the DNLI offering expected to close?

The offering is expected to close on or about Dec 11, 2025, subject to customary closing conditions.

Could the number of DNLI shares increase after the Dec 2025 offering?

Yes. Underwriters have a 30-day option to buy up to 1,714,285 additional shares, which could increase share count.