Denali Therapeutics Inc

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

On February 27, 2024, we entered into a Purchase Agreement with certain existing accredited investors for the private placement of (i) 3,244,689 shares of our common stock at a price of $17.07 per share and (ii) Pre-Funded Warrants to purchase an aggregate of 26,046,065 shares of our common stock at a purchase price of $17.06 per Pre-Funded Warrant, resulting in net proceeds of approximately $499.3 million. The Pre-Funded Warrants are exercisable at an exercise price of $0.01 and will be exercisable until exercised in full. The holders of Pre-Funded Warrants may not exercise a Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The holders of Pre-Funded Warrants may increase or decrease such percentage not in excess of 19.99%, in the case of an increase, by providing at least 61 days’ prior notice to the Company. The private placement closed on February 29, 2024, subject to customary closing conditions. We intend to use the net proceeds from the private placement tosupport our ongoing research and development activities, the acceleration and expansion of our proprietary BBB-crossing TV technology, as well as general corporate purposes and working capital. We filed a registration statement on March 22, 2024 for purposes of registering the shares of common stock sold in the private placement (including the shares of common stock underlying the Pre-Funded Warrants). We also granted a certain investor certain director nomination and additional registration rights, subject to certain exceptions, conditions, and limitations.

We are relying on the exemptions from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering, and we filed a Form D with respect to the private placement.

Use of Proceeds from Registered Securities

In October 2022, we sold 11.9 million shares of common stock (inclusive of shares sold pursuant to an over-allotment option granted to the underwriters in connection with the offering) through an underwritten public offering at a price of $26.50 per share for aggregate net proceeds of approximately $296.2 million.

There have been no material changes in the planned use of the net proceeds from the follow-on public offering as described in the final prospectus supplement filed with the SEC on October 20, 2022. We have invested the funds received in short to intermediate term, interest-bearing investment-grade securities and government securities.

Issuer Purchases of Equity Securities