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.

Item 8.01 Other Events.



On January 28, 2020, the Company issued a press release announcing the pricing
of the public offering. The press release announcing the pricing of the public
offering is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

Forward-Looking Statements



Certain of the statements made in this report are forward looking, such as
those, among others, relating to the Company's expectations regarding the timing
and completion of the public offering. Actual results or developments may differ
materially from those projected or implied in these forward-looking statements.
Factors that may cause such a difference include risks and uncertainties related
to completion of the public offering on the anticipated terms or at all, market
conditions and the satisfaction of customary closing conditions related to the
public offering. More information about the risks and uncertainties faced by the
Company is contained under the caption "Risk Factors" as an exhibit to the
Company's Current Report on Form 8-K filed with the SEC on January 27, 2020. The
Company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.


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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.             Description
1.1                       Underwriting Agreement, dated as of January 28,

2020, among Denali Therapeutics


                        Inc. and Goldman Sachs & Co. LLC, J.P. Morgan

Securities LLC, and Jefferies LLC,


                        as representatives of the several underwriters named therein
5.1                       Opinion of Wilson Sonsini Goodrich & Rosati
23.1                      Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
99.1                      Press Release dated January 28, 2020

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