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

Rhea-AI Summary

Denali Therapeutics (NASDAQ: DNLI) announced a proposed underwritten public offering to sell $200 million of common stock and, for certain investors, pre-funded warrants to purchase common stock. The company also intends to grant the underwriters a 30-day option to buy up to an additional $30 million of common stock. All securities will be sold by Denali and offered pursuant to an automatically effective Form S-3 registration statement.

The proposed offering is subject to market and other conditions and there is no assurance as to timing, size, or final terms; final terms will be disclosed in a prospectus supplement filed with the SEC.

Positive

• Proposed proceeds of up to $230 million including underwriter option
• Registered offering using an automatically effective Form S-3

Negative

• Issuance could dilute existing shareholders if offering completed
• Completion is uncertain and depends on market and other conditions

Key Figures

Proposed offering size $200 million Common stock and pre-funded warrants underwritten offering

Underwriter option $30 million 30-day option for additional common shares

Underwriter option period 30 days Duration of option to purchase additional shares

Royalty funding deal $275 million Synthetic royalty agreement on tividenofusp alfa

Upfront payment $200 million Paid at closing under royalty funding agreement

Milestone payment $75 million Contingent on EMA approval by Dec 31, 2029

Q3 2025 net loss $126.9 million Quarter ended September 30, 2025

Cash & investments $872.9 million Cash, equivalents, and marketable securities at Q3 2025

Market Reality Check

$19.66 Last Close

Volume Volume 1,462,430 is slightly below the 20-day average of 1,530,057 (relative volume 0.96x). normal

Technical Shares at $19.69 are trading above the 200-day MA of $15.03 and about one-quarter below the $26.18 52-week high.

Peers on Argus

Biotech peers are mixed: AGIO -1.16%, IDYA -1.01%, FOLD -1.79%, TVTX -3.69%, while BLTE gained 1.29%. With DNLI down 1.35% ahead of a company-specific equity and pre-funded warrant offering, the setup looks more idiosyncratic than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Royalty funding deal	Positive	+6.8%	Synthetic royalty funding tied to tividenofusp alfa net sales.
Nov 06	Earnings and pipeline	Positive	+4.2%	Q3 2025 financials with multiple clinical and regulatory updates.
Nov 06	Leadership changes	Neutral	+4.2%	Board appointment and CMO transition with BLA progress noted.
Oct 13	FDA review extension	Negative	-2.5%	PDUFA date for tividenofusp alfa extended after Major Amendment.
Aug 11	Earnings and pipeline	Negative	-5.0%	Q2 2025 net loss widened alongside higher R&D expenses.

Pattern Detected

Across the last five material updates, DNLI’s stock reactions have generally aligned with the directional tone of the news, with positive funding and pipeline updates seeing upside and regulatory delays or higher losses seeing downside.

Recent Company History

Over the past six months, Denali has advanced both financing and late-stage pipeline catalysts. A $275M royalty funding deal on tividenofusp alfa and Q2/Q3 2025 results highlighted substantial cash reserves plus ongoing net losses (e.g., $126.9M in Q3 2025). FDA review for tividenofusp alfa was extended to April 5, 2026, while clinical programs like DNL126 progressed. Leadership changes were announced alongside regulatory and pipeline milestones. Today’s proposed common stock and pre-funded warrant offering fits into this broader capital-intensive development path.

Market Pulse Summary

This announcement detailed Denali’s plan for an underwritten public offering of $200M in common stock and pre-funded warrants, with a $30M underwriter option, all sold by the company. Context from recent filings shows significant R&D spending and a Q3 2025 net loss of $126.9M, alongside cash and investments of $872.9M. Investors may watch final offering terms, total dilution relative to 146,661,833 shares outstanding, and upcoming regulatory milestones for tividenofusp alfa.

Key Terms

pre-funded warrants financial

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

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.

underwritten public offering financial

"pre-funded warrants to purchase shares of its common stock in an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

registration statement regulatory

"The shares will be offered by Denali Therapeutics pursuant to a Registration Statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"will file a preliminary prospectus supplement to which this communication relates"

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. Not financial advice.

SOUTH SAN FRANCISCO, Calif., Dec. 09, 2025 (GLOBE NEWSWIRE) -- Denali Therapeutics Inc. (NASDAQ: DNLI) today announced that it intends to offer and sell $200 million of shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock in an underwritten public offering. In addition, Denali Therapeutics intends to grant the underwriters a 30-day option to purchase up to an additional $30 million of shares of common stock. All of the shares of common stock and pre-funded warrants to be sold in the proposed offering will be sold by Denali Therapeutics. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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. is acting as co-manager for the offering.

The shares will be offered by Denali Therapeutics pursuant to a Registration Statement on Form S-3, which was automatically effective upon filing with the SEC on February 27, 2025, and Denali Therapeutics will file a preliminary prospectus supplement to which this communication relates, copies of which can be accessed for free through the SEC’s website at www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

When available, a copy of the preliminary prospectus supplement, 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.
hansen@dnli.com

Media Contact:

Erin Patton
epatton@dnli.com

FAQ

What is Denali Therapeutics (DNLI) offering on December 9, 2025?

Denali intends to offer $200 million of common stock and pre-funded warrants, with a 30-day underwriter option for up to an additional $30 million.

How much total capital could DNLI raise if the underwriter option is exercised?

If the underwriters exercise their full 30-day option, Denali could raise up to $230 million in gross proceeds.

Will Denali Therapeutics sell the shares directly or via third parties?

All shares and pre-funded warrants to be sold in the proposed offering will be sold by Denali Therapeutics.

Is the DNLI offering finalized and guaranteed to close?

No; the offering is subject to market and other conditions and there is no assurance as to timing, size, or final terms.

Where can investors find the final terms of the DNLI offering?

Final terms will be disclosed in a final prospectus supplement filed with the SEC and related documents will be available on the SEC website.