Denali Therapeutics Inc美股招股说明书(2025-12-09版)

Subject to CompletionPreliminary Prospectus Supplement dated December9, 2025 PROSPECTUS SUPPLEMENT(To prospectus dated February 27, 2025) Shares of Common StockPre-Funded Warrants to PurchaseShares of Common Stock We are offering up toshares of our common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase up toshares of our common stock in this offering. The purchase price of each pre-funded warrant equals the price per share at which shares of our common stock arebeing sold to the public in this offering, minus $0.01, which is the exercise price of each pre-funded warrant. The pre-funded warrants do not expire, and each pre-funded warrant will be exercisable at any time after the date of issuance.This prospectus supplement also relates to the offering of the shares of our common stock issuable upon the exercise ofsuch pre-funded warrants. Our common stock is quoted on the Nasdaq Global Select Market under the symbol “DNLI". On December8, 2025,the last reported sale price of our common stock on the Nasdaq Global Select Market was $19.69 per share.There is noestablished public trading market for the pre-funded warrants, and we do not expect a market to develop. We do notintend to list the pre-funded warrants on the Nasdaq Global Select Market or any other national securities exchange ornationally recognized trading system. Investing in our securities involves risks. See "Risk Factors" beginning onpageS-7of this prospectussupplement and in the documents incorporated by reference. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to Denali Therapeutics Inc.(1) (1)See “Underwriting” for a description of the compensation payable to the underwriters. The underwriters have the option to purchase up toadditional shares of common stock from us at the initialprice to the public less the underwriting discount. The underwriters expect to deliver the shares and the pre-funded warrants against payment in New York on or aboutDecember, 2025. Goldman Sachs& Co. LLCJ.P. MorganMorgan StanleyJefferiesH.C. Wainwright & Co. Prospectus supplement dated December, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-5RISK FACTORSS-7USE OF PROCEEDSS-15DILUTIONS-16DIVIDEND POLICYS-18DESCRIPTION OF CAPITAL STOCKS-19DESCRIPTION OF PRE-FUNDED WARRANTSS-24MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF OUR COMMON STOCKAND PRE-FUNDED WARRANTSS-26UNDERWRITINGS-33LEGAL MATTERSS-42EXPERTSS-42WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-42INCORPORATION BY REFERENCES-43ProspectusABOUT THIS PROSPECTUS1THE COMPANY2RISK FACTORS3USE OF PROCEEDS4DESCRIPTION OF SECURITIES5PLAN OF DISTRIBUTION6LEGAL MATTERS7EXPERTS7WHERE YOU CAN FIND MORE INFORMATION7INCORPORATION BY REFERENCE8 We have not authorized anyone to provide any information or to make any representations other than thosecontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in anyfree writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as tothe reliability of, any other information that others may give you. This prospectus supplement and theaccompanying prospectus is an offer to sell only the securities offered hereby, but only under circumstances andin jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and theaccompanying prospectus is current only as of the date of the document in which it is contained. ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the Securities and Exchange Commission, or theSEC, using a "shelf" registration process and consists of two parts. The first part is this prospectus supplement, includingthe documents incorporated by reference, which describes the specific terms of this offering. The second part, theaccompanying prospectus, including the documents incorporated by reference, gives more general information, some ofwhich may not apply to this offering. Generally, when we refer to the "prospectus", we are referring to both partscombined. This prospectus supplement may add to, update or change information in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement or the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, you should rely onthis prospectus supp