Disc Medicine Inc SEC Filings

Disc Medicine (IRON) reported Q3 2025 results showing continued investment in its hematology pipeline. Net loss was $62.3 million for the quarter and $151.7 million year-to-date, driven by research and development of bitopertin, DISC-0974, and DISC-3405.

R&D expense was $50.3 million and SG&A was $17.4 million in Q3. Liquidity remained strong with cash, cash equivalents and marketable securities of $615.9 million as of September 30, 2025, supported by a $243.4 million January underwritten offering, $9.8 million from ATM sales in Q3, and a $30.0 million term loan. The company recorded milestone payments of $10.0 million to Roche and $10.0 million to Mabwell tied to clinical progress.

Subsequent to quarter‑end, an underwritten offering on October 20, 2025 is expected to add net proceeds of approximately $210.9 million. Shares outstanding were 37,750,162 as of October 31, 2025.

Disc Medicine, Inc. (IRON) furnished an update on its business by announcing financial results for the third quarter ended September 30, 2025, and providing a corporate update. The details are contained in a press release furnished as Exhibit 99.1.

The information under Item 2.02 is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, and it is not incorporated by reference into other filings unless expressly stated. The company’s common stock trades on the Nasdaq Global Market under the symbol IRON.

Disc Medicine (IRON): insider sale disclosed. AI DMI LLC, identified as a director and 10% owner, reported selling 744,047 shares of Disc Medicine common stock on October 22, 2025 at $80.47 per share. The sale was executed as part of an underwritten secondary offering.

Following this transaction, the reporting persons show beneficial ownership of 2,814,379 shares held directly. The filing notes Access Industries affiliates and Len Blavatnik may be deemed beneficial owners through control relationships, with each disclaiming beneficial ownership except to the extent of any pecuniary interest.

Disc Medicine (IRON) entered an Underwriting Agreement for an underwritten offering. The Company sold 2,619,049 shares of common stock at $84.00 and, in lieu of common to certain investors, pre-funded warrants for 59,523 shares at $83.9999. A selling stockholder sold 297,619 shares at $84.00, and the underwriters exercised in full a 30‑day option to buy an additional 446,428 shares from the selling stockholder.

Net proceeds to the Company are expected to be approximately $210.9 million after underwriting discounts and estimated expenses. The Company will receive nominal proceeds, if any, from pre-funded warrant exercises and no proceeds from the selling stockholder’s sales. Management stated that existing cash, cash equivalents and marketable securities plus these proceeds are expected to fund operations into 2029. Closing is expected on October 22, 2025.

Each pre-funded warrant is immediately exercisable at $0.0001 per share (cash or cashless), subject to an ownership cap up to 24.99%, adjustable with notice and HSR Act thresholds where applicable. The pre-funded warrants will not be listed on Nasdaq.

Disc Medicine (IRON) launched a combined primary and secondary offering of 2,619,049 shares of common stock and 59,523 pre-funded warrants, plus 297,619 shares offered by a selling stockholder. The offering priced at $84.00 per share and $83.9999 per pre-funded warrant.

Cash flows: Gross proceeds to the company are $211,500,039 before expenses, while the selling stockholder will receive $23,499,996; the company will not receive proceeds from the selling stockholder’s sales. Underwriting discounts and commissions total $15,000,003. The selling stockholder granted underwriters a 30‑day option to purchase up to an additional 446,428 shares at the public offering price, less underwriting discounts.

Warrants: The pre-funded warrants carry a $0.0001 per share exercise price, do not expire, and are exercisable after issuance, subject to ownership limits and, in some cases, HSR Act clearance. The company estimates net proceeds of approximately $210.9 million and plans to use them to support potential commercialization of bitopertin for EPP/XLP, advance R&D, and for general corporate purposes. As context, cash, cash equivalents and marketable securities were approximately $615.9 million as of September 30, 2025.

Disc Medicine (IRON) launched a mixed offering via a preliminary prospectus supplement: a $200,000,000 primary offering of common stock (and, at certain investors’ election, pre-funded warrants) and a $20,000,000 secondary offering by a selling stockholder. The selling stockholder granted underwriters a 30‑day option to purchase up to an additional $33.0 million of shares. The company’s stock trades on Nasdaq Global Market as IRON.

Pre‑funded warrants carry a $0.0001 exercise price, do not expire, and are exercisable subject to ownership limits (including 4.99%, 9.99%, 19.99% or up to 24.99%) and, in some cases, HSR Act clearance. There is no exchange listing for the pre‑funded warrants.

The company will receive proceeds only from the primary portion; it will not receive proceeds from the selling stockholder’s sales. Disc plans to use proceeds to support potential commercialization of bitopertin for EPP and XLP, fund R&D across its pipeline, and for general corporate purposes. Shares outstanding were 34,694,882 as of June 30, 2025. Preliminary cash, cash equivalents and marketable securities were approximately $615.9 million as of September 30, 2025.

Disc Medicine (IRON) furnished an update stating preliminary, unaudited cash, cash equivalents and marketable securities of approximately $615.9 million as of September 30, 2025. The company noted this figure is subject to change upon completion of quarter-end closing procedures and has not been audited or reviewed.

Disc also furnished a press release and filed an updated investor presentation highlighting its hematology portfolio and near‑term objectives, including programs bitopertin (GlyT1 inhibitor), DISC‑0974 (anti‑HJV; hepcidin suppression) and DISC‑3405 (anti‑TMPRSS6; hepcidin induction). The 8‑K materials under Items 2.02 and 7.01 were furnished, not filed.

Disc Medicine (IRON) director reported open‑market sales of common stock on 10/15/2025–10/17/2025. Transactions were executed in multiple tranches at weighted‑average prices, including ranges from $76.75–$77.60 and up to $92.15.

Following the sales, indirect holdings reported were 442,036 shares held by Atlas Venture Opportunity Fund I, LP; 385,549 shares held by Atlas Venture Opportunity Fund II, LP; and 51,000 shares held by Atlas Venture Fund XII, L.P. The reporting person is a member of the respective general partners and disclaims beneficial ownership beyond any pecuniary interest.

Disc Medicine (IRON) reported receiving a Commissioner’s National Priority Voucher (CNPV) from the U.S. FDA for bitopertin in erythropoietic protoporphyria (EPP), including X‑linked protoporphyria. The company previously submitted a New Drug Application in September 2025 for patients aged 12 and older under the FDA’s accelerated approval pathway.

The CNPV program, announced in June 2025, is intended to speed development and review of drugs tied to U.S. national health priorities. A CNPV provides benefits such as enhanced communications and rolling review, with the opportunity to reduce application review times to one to two months. This update highlights a potential pathway for a shortened FDA review of bitopertin after the NDA submission.