Denali Therapeutics Inc. announced that it has entered into a securities purchase agreement with certain purchasers Baker Bros. Advisors LP to issue 3,244,689 shares at an issue price of $17.07 per Share $55,386,841.23 and pre-funded warrants to purchase 26,046,065 shares of Common Stock at an issue price of $17.06 per Pre-Funded Warrant for the gross proceeds of $444,345,868.9; aggregate gross proceeds of $499,732,710.13 on February 27, 2024. The Pre-Funded Warrants will have an exercise price of $0.01 per share of Common Stock, subject to proportional adjustments in the event of stock splits or combinations or similar events, be immediately exercisable on the date of issuance and remain 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 aggregate gross proceeds for the Private Placement will be approximately $500,000,000, before deducting offering expenses and excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants, and the Private Placement is expected to close on February 29, 2024, subject to customary closing conditions. The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws