Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2020, Denali Therapeutics Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering of 7,826,087 shares of our common stock, par value $0.01 per share (the “Common Stock”), at a price to the public of $23.00 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,173,913 shares of Common Stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to the Company from this offering are expected to be approximately $180 million, or $207 million if the Underwriters exercise in full their option to purchase additional shares, in each case before deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The offering is expected to close on January 31, 2020, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The public offering is being made pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333-230232) (the "Registration Statement") and the related prospectus supplement and the accompanying prospectus, in each case filed with the Securities and Exchange Commission.
The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
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