迪斯克医药公司美股招股说明书（2025-01-21版）

Table of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-281359 The information in this preliminary prospectus supplement is not complete and may be changed. A registrationstatement relating to these securities has been filed with the Securities and Exchange Commission and is effective.This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securitiesand they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 21, 2025 PROSPECTUS SUPPLEMENT(To prospectus dated August 8, 2024) $200,000,000 Shares of Common StockPre-Funded Warrants to Purchase Shares of Common Stock We are offeringshares of our common stock and, in lieu of common stock tocertain investors that so choose, pre-funded warrants to purchaseshares ofcommon stock in this offering. Our common stock is listed on the Nasdaq Global Marketunder the symbol “IRON.” On January 21, 2025, the closing sale price of our common stockon the Nasdaq Global Market, was $60.52 per share. The purchase price of each pre-funded warrant will equal the price per share at which sharesof our common stock are being sold to the public in this offering, minus $0.0001, which isthe exercise price of each pre-funded warrant. The pre-funded warrants do not expire, andeach pre-funded warrant will be exercisable at any time after the date of issuance, subject toan ownership limitation and in some cases clearance under the Hart-Scott-Rodino AntitrustImprovements Act of 1976, as amended, or the HSR Act. This prospectus supplement alsorelates to the offering of the shares of common stock issuable upon exercise of such pre-funded warrants. There is no established public trading market for the pre-funded warrants, and we do notexpect a market to develop. We do not intend to list the pre-funded warrants on the NasdaqGlobal Market or any other national securities exchange or nationally recognized tradingsystem. Investing in our securities involves a high degree of risk. Please read“Risk Factors” beginning on page S-6 of this prospectus supplement,page 1 in the accompanying prospectus, and under similar headings inthe documents that are incorporated by reference into this prospectussupplement concerning factors you should carefully consider beforeinvesting in our securities. (1)See the section titled “Underwriting” beginning on page S-25 for a description of the compensationpayable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to anadditional $30 million of shares of our common stock at the public offering price, less theunderwriting discounts and commissions. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities, or passed upon the adequacy or accuracy ofthis prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the shares of common stock and pre-funded warrantsagainst payment therefor on or about, 2025. , 2025 Table of Contents TABLE OF CONTENTS About this Prospectus Supplement Prospectus Supplement SummaryRisk FactorsDividend PolicyUse of ProceedsDilutionDescription of Pre-Funded WarrantsMaterial U.S. Federal Income Tax Consequences for Investors in Common StockUnderwritingLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference PROSPECTUS Table of Contents This prospectus supplement is part of an automatic shelf registration statement on Form S-3 (File No. 333-281359)that we filed with the Securities and Exchange Commission, or SEC, on August 8, 2024 as a “well-known seasonedissuer” as defined in Rule 405 of the Securities Act. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering of common stock and pre-funded warrants. The second part is the accompanying prospectus, whichprovides more general information, some of which may not apply to this offering. The information included orincorporated by reference in this prospectus supplement also adds to, updates and changes information contained orincorporated by reference in the accompanying prospectus. If information included or incorporated by reference inthis prospectus supplement is inconsistent with the accompanying prospectus or the information incorporated byreference therein, then this prospectus supplement or the information incorporated by reference in this prospectussupplement will apply and will supersede the information in the accompanying prospectus and the documentsincorporated by reference therein. However, if any statement in one of these documents is inconsistent with astatement in another document with a later date that is incorporated by reference herein, the statement in thedocument having the later dat