40 unchanged sentences
Securities Trading Plans of Directors and Executive Officers
−Removed: Our policy governing transactions in our securities by our directors, officers, and employees permits our officers, directors and employees to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
−Removed: As disclosed in the table below, during the fourth quarter of 2024, certain of our directors adopted a “Rule 10b5-1 trading arrangement”.
−Removed: This plan provides for the sale of our common stock and is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: Name Position Date of Plan Adoption Scheduled End Date of Trading Arrangement (1)
−Removed: Maximum Total Shares of Common Stock to be Sold Under the Plan (2)
−Removed: Carole Ho, M.D.
−Removed: Chief Medical Officer 12/11/2024 3/12/2026 373,374
−Removed: Alexander Schuth, M.D.
−Removed: Chief Operating and Financial Officer 12/30/2024 3/31/2026 176,026
−Removed: __________________________________________________
−Removed: (1) The trading arrangement may expire on an earlier date if and when all transactions under the arrangement are completed.
−Removed: (2) This amounts represents the maximum total shares that could be sold under the plan, but the amounts may change for executive officers due to the sale of shares to satisfy tax withholding requirements.
−Removed: No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fourth quarter ended December 31, 2024.
−Removed: Entry into a Material Definitive Agreement
−Removed: On February 24, 2025, Denali and Sanofi executed a side letter terminating the CNS program portion of their Collaboration Agreement dated October 29, 2018.
−Removed: Under the Collaboration Agreement, certain CNS and peripheral RIPK1 small molecule inhibitors (the "CNS Products" and "Peripheral Products," respectively) were to be developed and commercialized.
−Removed: The side letter terminated provisions of the Collaboration Agreement relating to CNS Products , including Sanofi’s obligations to make milestones or other payments to Denali on future development and commercialization of CNS Products, and delineated the parties' ongoing rights and obligations.
−Removed: Sanofi will continue to develop eclitasertib (SAR443122/DNL758), a Peripheral Product discovered by us, and licensed to Sanofi under the Collaboration Agreement.
−Removed: Sanofi is currently conducting a Phase 2 clinical trial for eclitasertib in patients with UC , and we remain eligible to receive milestones and tiered royalties on net sales for Peripheral Products sold worldwide.
−Removed: Entry into a Material Definitive Agreement
−Removed: In February 2025, after mutual agreement to discontinue preclinical activities on ATV:TREM2, Takeda delivered notice of its election to terminate the ATV:TREM2 program on February 26, 2025, as per the terms of the Takeda Collaboration Agreement dated January 3, 2018.
−Removed: Under the Takeda Collaboration Agreement, Denali had granted Takeda options with respect to the ATV:BACE1/Tau, ATV:TREM2 and PTV:PGRN programs in exchange for an upfront payment of $40.0 million and an additional $110.0 million under a February 2018 share purchase agreement.
−Removed: The Takeda Collaboration Agreement became effective in February 2018, following satisfaction of certain requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
−Removed: The ATV:Tau program was substituted for the ATV:BACE1/Tau program via amendment of the Takeda Collaboration Agreement in February 2019, and in March 2022, the parties mutually agreed to terminate activity on the ATV:Tau program.
−Removed: Takeda exercised its option for the PTV:PGRN program in November 2021 and the parties have continuing obligations with r espect to this program under the Takeda Collaboration Agreement.
−Removed: We are eligible to receive payments under the Takeda Collaboration Agreement for PTV:PGRN upon the achievement of certain clinical and sales-based milestones or upon achievement of certain regulatory milestones relating to regulatory approval in the United States, certain European countries, and Japan.
−Removed: Further, we and Takeda share equally the development and commercialization costs, and, if applicable, will share the profits, for the PTV:PGRN program.
−Removed: Takeda exercised its option for the ATV:TREM2 program in December 2021.
−Removed: On February 26, 2025, after mutual agreement to discontinue preclinical activities on ATV:TREM2, we received notice of Takeda's election to terminate the ATV:TREM2 program effective sixty days following the date of the notice from Takeda, or earlier if mutually agreed by the parties.
−Removed: Takeda's notice terminated provisions of the Collaboration Agreement relating to the ATV:TREM2 program, including those related to future milestones, cost or profit sharing.
+Added: No officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fourth quarter ended December 31, 2025.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
27 unchanged sentences
S-1/A 333-221522 4.2 11/27/2017
−Removed: Form of Pre-Funded Warrant (A mended)
+Added: Form of Pre-Funded Warrant (Amended), March 2024.
001-38311 4.1 5/7/2024
+Added: Form of Pre-Funded Warrant to Purchase Common Stock, December 2025.
+Added: 001-38311 4.1 12/10/2025
4.4 Description of the Registrant’s Common Stock .
57 unchanged sentences
10.15+ Amended and Restated Outside Director Compensation Policy.
−Removed: 10-K 001-38311 10.15 2/28/2022
+Added: 001-38311 10.3 5/06/2025
10.16# Option and Collaboration Agreement between the Registrant and Takeda Pharmaceutical Company Limited, dated January 3, 2018.
36 unchanged sentences
10-Q 001-38311 10.10 8/1/2024
−Removed: 19.1 Denali Insider Trading Policy and Guidelines with Respect to Certain Transactions in Securities as amended through March 31, 2023 .
−Removed: 10-K 001-38311 10.35 2/28/2024
+Added: Notice of Partial Termination from Genzyme Corporation to the Registrant, dated February 24, 2025
+Added: 001-38311 10.1 5/06/2025
+Added: Notice of Partial Termination from Takeda Pharmaceutical Company Limited to the Registrant, dated February 25, 2025
+Added: 001-38311 10.2 5/06/2025
+Added: 10.37 Affiliate Registration Rights Agreement, dated June 3, 2025, by and among the Company, Baker Brothers Life Sciences, L.P.
+Added: and 667, L.P.
+Added: 001-38311 10.1 6/03/2025
+Added: 19.1 Denali Insider Trading Policy and Guidelines with Respect to Certain Transactions in Securities as amended through May 20, 2025 .
+Added: — — — Filed herewith
21.1 Subsidiaries of the Registrant.
38 unchanged sentences
February 26, 2026
−Removed: /s/ Vicki Sato
+Added: /s/ Julian C.
Chairperson of our Board of Directors February 26, 2026
−Removed: Vicki Sato, Ph.D.
/s/ Jennifer Cook Director February 26, 2026
2 unchanged sentences
Director February 26, 2026
−Removed: /s/ Erik Harris
−Removed: Director February 27, 2025
/s/ Peter Klein Director February 26, 2026
3 unchanged sentences
David Schenkein, M.D.
−Removed: /s/ Marc Tessier-Lavigne
Director February 26, 2026
−Removed: Marc Tessier-Lavigne, Ph.D.
+Added: /s/ Tim Van Hauwermeiren
Director February 26, 2026
+Added: Tim Van Hauwermeiren
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.