Item 2.02 Results of Operations and Financial Condition.

The information provided in Item 8.01 of this Current Report on Form 8-K regarding the estimated cash, cash equivalents and marketable securities as of December 31, 2019 of Denali Therapeutics Inc. (the "Company") and the corresponding Exhibit 99.2 are incorporated by reference into this Item 2.02.

The information in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.




Item 8.01  Other Events.

On January 27, 2020, the Company issued a press release announcing the commencement of an underwritten public offering of its common stock, par value $0.01 per share, pursuant to its shelf registration statement on Form S-3 (File No. 333-230232), which became effective automatically upon filing on March 12, 2019 (the "Registration Statement"). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 27, 2020, in connection with the offering, the Company filed a preliminary prospectus supplement (the "Preliminary Prospectus Supplement") to the Registration Statement pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). The Company included preliminary information related to the Company's estimated cash, cash equivalents and marketable securities as of December 31, 2019 and updated risk factors in the Preliminary Prospectus Supplement. The estimated cash, cash equivalents and marketable securities disclosure is filed herewith as Exhibit 99.2 and incorporated by reference. The revised risk factor disclosure is filed herewith as Exhibit 99.3 and incorporated by reference.



This Current Report on Form 8-K, including the exhibits hereto, shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities of the Company, which is being made only by means of a written
prospectus meeting the requirements of Section 10 of the Securities Act, nor
shall there be any sale of the Company's securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.       Description
99.1                Press Release, dated January 27, 2020
99.2                Updated     Financial     Disclosure
99.3                Updated Risk Factors

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