DNLI Denali Therapeutics
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 4, 2021
Denali Therapeutics Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
161 Oyster Point Blvd.
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last reports)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.01 per share||DNLI||NASDAQ Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
On January 13, 2021, Denali Therapeutics Inc. (the “Company”) and certain of its directors entered into a settlement agreement with a stockholder of the Company to resolve a lawsuit brought derivatively on behalf of the Company in the Delaware Court of Chancery challenging the compensation paid to the Company’s directors since the IPO in December 2017 (the “Derivative Action”). Pursuant to the terms of the settlement agreement, the Company has implemented or agreed to implement and maintain certain changes to its compensation policies and practices. The settlement also provides for a release of claims related to the allegations in the Derivative Action with no admission of any wrongdoing. As part of the settlement, the Company will be responsible for the payment of attorney’s fees. The Delaware Court of Chancery must approve the settlement of the Derivative Action. Assuming that the settlement terms are approved, as a result of the settlement, all of the claims asserted in the Derivative Action will be dismissed. A copy of the Notice of Pendency of Settlement of Action is included as Exhibit 99.1 to this Current Report.
Financial Statements and Exhibits.
|99.1||Notice of Pendency of Settlement of Action dated February 4, 2021|
|104||Cover Page Interactive Data File (formatted as Inline XBRL)|
|DENALI THERAPEUTICS INC.|
|Date: February 5, 2021||By:|
/s/ Steve E. Krognes
|Steve E. Krognes|
|Chief Financial Officer and Treasurer|