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根据规则424(b)(5)提交
注册编号 333-281359

招股说明书补充材料

（截至2024年8月8日的招股说明书）

\n\n\n $\"LOGO\"$ \n

6,000,000股普通股

我们正在发行6,000,000股普通股。我们的普通股在纳斯达克全球市场上市，股票代码为“IRON”。在\n2026年10月20日，纳斯达克全球市场中我们普通股的收盘售价为每股79.48美元。

投资我们的证券涉及高度风险。请阅读“风险因素”部分，从本招股说明书补充材料第S-11页、附带招股说明书第10页以及本招股说明书补充材料中引用文件中类似标题的内容开始，仔细考虑您在投资我们的证券之前应考虑的因素。

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	每股		总计
公开发行价格	$	75.00		$	450,000,000
承销折扣和佣金（1）	$	4.50		$	27,000,000
扣除费用前的收益	$	70.50		$	423,000,000

\n\n\n

(1)	请参见标题为“承销”的部分，从页面\nS-24开始，了解支付给承销商的报酬描述。

我们已授予承销商30天的期权，以按公开发行价格减去承销折扣和佣金的价格购买额外最多900,000股我们的普通股。

证券交易委员会或任何州证券委员会均未批准或否决这些证券，也未对本招股说明书补充材料或附带招股说明书的充分性或准确性发表意见。与此相反的任何陈述均为刑事犯罪。

承销商预计将在2026年10月22日左右交付普通股并收取相应款项。

联合主承销商

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


杰弗里斯		莱因克证券		摩根士丹利		坎托

联合承销商

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


生命科学资本		BMO资本市场		H.C.怀恩赖特公司

2026年10月20日

招股说明书补充材料

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	页码
关于本招股说明书补充材料		S-1
关于前瞻性声明的警示性声明		S-3
招股说明书补充材料摘要		S-5
风险因素		S-11
股息政策		S-15
收益用途		S-16
稀释		S-17
普通股投资者的美国联邦所得税后果		S-19
承销		S-24
法律事项		S-34
专家		S-34
您可以找到更多信息的地方		S-34
引用部分信息的纳入		S-35

招股说明书

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	页码
关于本招股说明书		1
您可以找到更多信息的地方		1
引用部分信息的纳入		2
关于前瞻性声明的特别说明		4
关于本公司		7
风险因素		10
收益用途		11
股息政策		12
证券的一般描述		13
股本描述		14
债务证券描述		21
认股权证描述		28
单位描述		29
分销计划		32
法律事项		35
专家		35

S-i

关于本招股说明书补充材料

本招股说明书补充文件是我们在2024年8月8日向证券交易委员会（简称“SEC”）提交的自动货架注册声明（表格S-3，文件编号 333-281359）的一部分，我们当时被定义为“知名资深发行人”，如《1933年证券法》第405条所定义。本文件分为两部分。第一部分是本招股说明书补充文件，它描述了本次普通股发行的具体条款。第二部分是随附的招股说明书，其中提供了更多一般性信息，其中一些可能不适用于本次发行。本招股说明书补充文件中包含或引用的信息也补充、更新并修改了随附招股说明书中包含或引用的信息。如果本招股说明书补充文件中包含或引用的信息与随附招股说明书或其中引用的信息不一致，则本招股说明书补充文件或其中引用的信息将适用，并将取代随附招股说明书和其中引用的文件中的信息。然而，如果其中一份文件中的任何陈述与另一份文件中的陈述不一致，而该另一份文件在此处被引用且日期较晚，则日期较晚的文件中的陈述将修改并取代较早的陈述。

在购买此处提供的任何普通股股份之前，我们敦促您仔细阅读本招股说明书补充文件和随附的招股说明书，以及如下“通过引用纳入的某些信息”标题下所述的通过引用纳入的信息，以及本招股说明书补充文件下“您可在何处找到更多信息”部分所述的其他信息。

我们进一步指出，我们在任何文件作为附件提交的协议中作出的陈述、保证和承诺，仅是为了相关协议各方的利益，包括在某些情况下为了在协议各方之间分配风险，不应被视为对我们作出的陈述、保证或承诺。此外，此类陈述、保证或承诺仅在作出时是准确的。因此，不应依赖此类陈述、保证或承诺来准确反映我们当前的状况。

我们或承销商均未授权任何人向您提供我们在此招股说明书补充文件和随附招股说明书中提供或引用的信息以外的任何信息，您对任何未经授权的信息或陈述的依赖将由您自行承担风险。您应假设本招股说明书补充文件中出现的信息仅在本招股说明书补充文件的日期是准确的，而我们通过引用纳入的任何信息仅在被引用文件的日期是准确的，无论本招股说明书补充文件的交付时间或我们普通股的销售时间如何。自这些日期以来，我们的业务、财务状况和经营成果可能已经发生变化。

我们仅在法律允许提供和销售普通股股份的司法管辖区提供出售股份，并寻求购买股份的报价。在某些司法管辖区，分发本招股说明书补充文件和附带的招股说明书以及发行普通股可能受到法律限制。在美国境外的任何司法管辖区均未采取任何行动以允许证券的公开发行，或在该司法管辖区持有或分发本招股说明书补充文件或附带的招股说明书。在美国境外获得本招股说明书补充文件和附带的招股说明书的人士必须自行了解并遵守有关发行普通股以及在美国境外分发本招股说明书补充文件和附带的招股说明书的任何限制。本招股说明书补充文件和附带的招股说明书不构成，且不得与任何人在任何司法管辖区就本招股说明书补充文件和附带的招股说明书所发行的任何证券进行出售要约或购买要约的邀请有关，如果该人在此类司法管辖区作出此类要约或邀请是非法的。

S-1

2022年12月29日，我们根据合并协议和计划，或称“合并协议”，收购了Disc Medicine Opco, Inc.（前称Disc Medicine, Inc.），或称“私人Disc”，并在2022年12月29日将我们的名称变更为Disc Medicine, Inc.。在本招股说明书补充文件中，除非上下文另有要求，否则“Disc”、“公司”、“我们”、“我们”和“我们的”指（i）在合并日期之前，私人Disc及其全资、合并的子公司，或根据上下文需要，指其中一家或两家；以及（ii）在合并日期之后，Disc Medicine, Inc.及其全资、合并的子公司，或根据上下文需要，指其中一家或两家。

本招股说明书补充文件和附带的招股说明书中的所有关于我们合并财务报表的引用均包括相关的附注。

Disc Medicine, Inc.、Disc标志以及本招股说明书补充文件中出现的我们其他注册或普通法商标、商号或服务标志归我们所有。本招股说明书补充文件中提到的其他商标或商号是其各自所有者的财产。仅为方便起见，本招股说明书补充文件中的商标和商号未使用^®和^™符号，但此类引用不应被解释为任何指示，表明其各自所有者不会根据适用法律 fullest extent 行使其权利。

S-2

关于前瞻性声明的警示声明\n

本招股说明书补充文件、随附的招股说明书以及我们引用的文件中包含根据《1934年证券交易法》第27A条和第21E条（以下简称“证券交易法”）定义的“前瞻性声明”。除有关历史事实的声明外，本招股说明书补充文件和随附的招股说明书（包括我们引用的文件）中关于我们的战略、未来运营、未来财务状况、未来收入、预计成本、前景、计划、管理层目标和预期市场增长的声明均为前瞻性声明。词语“预期”、“相信”、“继续”、“可能”、“估计”、“期望”、“意图”、“可以”、“计划”、“潜在”、“预测”、“项目”、“应”、“目标”、“将”、“可能”以及类似表达旨在识别前瞻性声明，尽管并非所有前瞻性声明都包含这些标识词。这些前瞻性声明包括但不限于以下声明：

\n\n\n\n\n

•

我们研发计划以及我们当前和未来的非临床研究和临床试验的启动、时间、进展、结果和成本，包括有关研究或试验启动和完成时间以及相关准备工作的时间的声明，试验结果将何时可供参考，以及我们的研发计划；

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•

我们有效发现和开发产品候选物的能力；

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•

我们成功为非临床使用、临床试验以及如果获批后用于商业用途的大规模生产药物物质和产品候选物的能力；

\n\n\n\n\n

•

我们获得必要的资金以进一步开发并（如获批）商业化我们的产品候选物的能力；

\n\n\n\n\n

•

我们获得并保持比特帕特林（bitopertin）及其他任何产品候选物的监管批准的能力，以及任何此类潜在批准的时间；

\n\n\n\n\n

•

我们获得批准后商业化我们的产品的能力；

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•

我们产品候选物获批后的定价和报销情况；

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•

我们业务模式的实施，以及我们业务和产品候选物的战略计划；

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•

我们能够建立并维持针对我们的产品候选物的知识产权保护范围；

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•

我们未来费用、收入、资本需求以及额外融资需求的估计；

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•

我们遵守当前和未来债务义务的能力；

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•

战略合作协议的潜在益处，我们进入战略合作伙伴关系或安排的能力，以及我们吸引具备开发、监管和商业化专长的合作伙伴的能力；

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•

我们产品候选物获批后与第三方签订的商业化的未来协议；

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•

我们产品候选物市场的规模和增长潜力，以及我们满足这些市场的能力；

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•

我们的财务表现；

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•

我们产品候选物的市场接受率和程度；

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•

美国和外国国家的监管发展；

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•

我们与第三方供应商和制造商签订合同的能力及其履行能力；

S-3

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•

我们生产具有周转时间或制造成本优势的产品或产品候选物的能力；

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•

竞争性疗法的成功，这些疗法可能或已经可供使用；

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•

我们吸引和留住关键科研或管理人员的能力；

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法律法规的影响；

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与我们的竞争对手及行业相关的进展；

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•

全球经济和政治发展对我们业务的影响，包括通货膨胀上升和资本市场动荡、地缘政治冲突、经济制裁以及可能由此引发的经济放缓或衰退，这可能损害我们的研发工作以及我们普通股的价值和我们进入资本市场的能力；

\n\n\n\n\n

•

美国食品药品监督管理局或类似外国监管机构关于产品开发、审批和营销的政策或法规变化的影响；

\n\n\n\n\n

•

其他风险和不确定性，包括下文“风险因素”标题下列出的风险；

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•

我们此次发行的募集资金的使用情况以及我们可能进行的其他融资交易。\n

本招股说明书补充文件中的前瞻性声明代表了我们在本招股说明书补充文件日期的立场。我们预计后续事件和情况将导致我们的立场发生变化。然而，尽管我们可能在将来选择更新这些前瞻性声明，但除适用法律要求外，我们目前无意进行此类更新。\n

这些前瞻性声明中描述的事件结果受已知和未知的风险、不确定性和其他因素的影响。由于许多已知和未知的风险和不确定性，我们的实际结果或业绩可能与这些前瞻性声明中表达或暗示的结果或业绩有重大差异。\n您不应将这些前瞻性声明视为代表我们在本招股说明书补充文件日期之后任何日期的立场。

我们可能会不时提供有关我们行业、我们的业务以及我们的项目和产品候选人的估计、预测和其他信息。基于估计、预测、市场调研或其他类似方法的信息本质上具有不确定性，实际事件或情况可能与该信息中假设的事件或情况有重大差异。除非另有明确说明，我们获取的行业、业务、市场和其他数据来自我们自己的内部估计和研究，以及市场研究公司和其他第三方编制的报告、市场调研、研究、类似数据、行业、医学和一般出版物、政府数据等。虽然我们目前未发现本招股说明书补充文件或附带招股说明书中的任何第三方信息存在任何错误陈述，但它们的估计，特别是与预测相关的估计，涉及许多假设，受风险和不确定性的制约，并可能根据各种因素发生变化。您应仔细阅读本招股说明书补充文件、附带的招股说明书以及本文中引用并在其中提及并提交给证券交易委员会的文件，完全理解我们的实际未来结果可能与这些前瞻性声明所表达或暗示的任何未来结果有重大差异。这些估计涉及许多假设，受风险和不确定性的制约，并可能根据各种因素发生变化，包括我们在2026年6月30日季度的季度报告10-Q中讨论的那些因素，该报告于2026年7月30日提交给证券交易委员会，已通过引用并入本招股说明书补充文件和附带的招股说明书，以及本招股说明书补充文件和附带招股说明书中题为“风险因素”的部分，该部分可能造成实际结果或事件与我们做出的前瞻性声明有重大差异。我们的前瞻性声明并未反映我们可能进行或参与的任何未来收购、合并、出售、合作、合资企业或投资的潜在影响。

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招股说明书补充摘要

本摘要突出了关于我们和本次发行的一些信息，并不包含您在投资我们的普通股之前应考虑的所有信息。您应仔细阅读本招股说明书补充文件、附带的招股说明书以及本文中引用并在其中提及的文件，特别是本招股说明书补充文件第S-11页和附带招股说明书第10页开始的“风险因素”部分中讨论的投资于我们普通股的风险，以及我们于2026年7月30日提交给证券交易委员会的2026年6月30日季度的季度报告10-Q，以及在本招股说明书补充文件发布日后我们提交给证券交易委员会的任何后续报告，这些报告通过引用并入本招股说明书补充文件，以及我们的合并财务报表和这些合并财务报表的附注，以及其他通过引用并入本招股说明书补充文件的信息，在做出投资决策前仔细阅读。

公司概况

我们是一家处于临床阶段的生物制药公司，专注于发现、开发和商业化针对严重血液系统疾病患者的创新疗法。我们已组建了一组临床和临床前产品候选药物，旨在改变与红细胞形成和功能相关的基本生物通路，特别是血红素生物合成和铁稳态。我们目前的管线包括用于治疗红细胞生成性卟啉症（EPs）的bitopertin，包括红细胞生成性原卟啉症（EPP）和X连锁原卟啉症（XLP）；用于治疗骨髓纤维化（MF）和炎症性肠病（IBD）相关贫血的selcodebart（DISC-0974）；以及用于治疗真性红细胞增多症（PV）、镰状细胞病（SCD）和其他血液系统疾病的DISC-3405。此外，我们的临床前项目还包括用于治疗与炎症性疾病相关的贫血的DISC-0998。我们产品候选药物的开发方法利用了在人类中已得到验证的分子机制。我们认为，如果获得批准，我们每个产品候选药物都有潜力改善血液系统疾病患者的生活质量。

血红素生物合成：Bitopertin

Bitopertin是我们血红素生物合成调节产品组合中的主要候选药物。Bitopertin曾由F. Hoffmann-La Roche Ltd和Hoffmann-La Roche Inc.（统称为Roche）在其他适应症中进行了全面的临床研究，涉及超过4,000名受试者，研究结果表明bitopertin作为一种甘氨酸转运体1抑制剂具有活性，并对其血红素生物合成有影响。我们最初开发bitopertin用于治疗EPs，包括EPP和XLP，这些疾病属于一组严重的疾病，称为卟啉症，由血红素生物合成通路缺陷引起，导致有毒代谢物（称为卟啉）的积累，从而引起皮肤对阳光和某些类型的人工光的敏感性。2026年10月，我们宣布了APOLLO试验的初步积极结果，这是一项随机、双盲、关键的III期试验，评估bitopertin与安慰剂在12岁及以上EPP或XLP成人和青少年中的安全性和有效性。

我们还完成了两项bitopertin的II期临床试验：BEACON，一项在澳大利亚进行的开放标签、平行剂量临床试验，针对EPP和XLP患者；以及AURORA，一项在美国进行的随机、双盲、安慰剂对照临床试验，针对EPP患者。在两项试验中，bitopertin显著降低了有毒代谢物原卟啉IX（PPIX），并伴随着在阳光下度过时间以及生活质量指标的改善。此外，bitopertin通常耐受性良好。AURORA和BEACON的所有参与者均有资格参加HELIOS，这是一项针对EPP和XLP患者的开放标签、长期扩展研究。HELIOS的中期数据于2025年6月和2026年6月公布，显示长期治疗bitopertin与PPIX的持续降低以及生活质量、肝功能生物标志物的改善相关。

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2025年9月，我们基于II期试验数据，向美国提交了针对EPP和XLP的bitopertin加速批准的新药申请（NDA）。美国食品药品监督管理局（FDA）于2025年11月接受了我们的NDA进行审查，并于2026年2月发布了一份完整回复函（CRL）。FDA得出结论，AURORA和BEACON试验未能显示PPIX百分比变化与基于日光暴露的终点指标之间的关联证据，这导致了关于bitopertin对PPIX的影响是否合理地可能预测临床获益的不确定性，尽管有强有力的机制和生物学合理性支持在原卟啉症中使用PPIX生物标志物。在2026年第二季度的A类会议中，FDA表示，如果III期APOLLO试验结果成功，可以作为对CRL的回应基础，并可能支持传统批准。随着APOLLO试验的积极初步结果，我们计划在2026年底向FDA重新提交NDA，并预计在2027年年中获得FDA对我们NDA的决定。

我们的APOLLO临床试验也旨在作为未来在EPP和XLP中针对美国以外地区潜在市场申请的注册试验。我们继续评估bitopertin在其他适应症中的潜在额外试验。

铁稳态：Selcodebart（DISC-0974）和DISC-3405

Selcodebart（DISC-0974）

Selcodebart 是我们铁稳态产品组合中的主要候选产品，从 AbbVie Deutschland GmbH & Co. KG（或 AbbVie）获得许可。Selcodebart 的设计目的是抑制铁调素的产生并提高血清铁水平。我们在 2022 年 6 月在美国完成了健康志愿者的 I 期临床试验，结果显示具有可接受的耐受性特征，并有目标作用、铁动员和红细胞生成增强的证据。我们在 2022 年 6 月启动了针对骨髓纤维化（MF）患者贫血的 I 期 1b/2 期临床试验，该试验 I 期 1b 部分的结果显示铁调素水平显著且持续下降，同时铁水平增加，并且在各类患者中均表现出强烈的血液学反应，且具有可接受的耐受性特征。我们在 2024 年 12 月启动了 RALLY-MF 试验，这是该临床试验的开放标签 II 期部分，并于 2025 年 12 月报告了初步数据，2026 年 6 月报告了中期数据，结果显示无论基线输血状态如何，无论是否同时使用 Janus 激酶（JAK）抑制剂治疗，所有患者亚组均表现出有意义的整体贫血反应。我们预计在 2026 年底前与 FDA 举行 I I 期结束会议，分享更多数据，并就 Selcodebart 在 MF 贫血中的应用进行讨论。我们预计将在 2027 年上半年启动 Selcodebart 在 MF 贫血中的 III 期临床计划，具体取决于我们与 FDA 举行的 I I 期结束会议的结果。我们还在 2026 年第一季度启动了 RALLY-IBD 试验，这是针对 IBD 和贫血患者 Selcodebart 的 II 期临床试验，预计在 2027 年获得初步数据，并计划在其他慢性疾病相关贫血患者群体中开展探索性研究。我们还在开发一种临床前抗血红素调节蛋白（HJV）单克隆抗体 DISC-0998，该抗体也针对铁调素抑制，并从 AbbVie 获得许可。DISC-0998 的设计目的是提高血清铁水平，并且与 Selcodebart 相比，其血清半衰期更长。我们认为这种特性可能对某些与炎症性疾病相关的贫血患者有益。

DISC-3405

我们还在开发 DISC-3405，这是一种针对跨膜丝氨酸蛋白酶 6（TMPRSS6）的单克隆抗体，我们从 Mabwell Therapeutics, Inc. 获得该抗体。DISC-3405 是我们铁稳态产品组合的一部分，旨在诱导铁调素的产生并降低血清铁水平。我们在 2023 年 10 月启动了 DISC-3405 在健康成年志愿者中的 I 期临床试验，结果显示具有可接受的耐受性特征，并有目标作用的证据，包括所有剂量水平的血清铁调素水平剂量相关性增加以及相应的血清铁水平下降。我们正在开发 DISC-3405 用于治疗真性红细胞增多症（PV）、镰状细胞病（SCD）和其他血液系统疾病。我们启动了 RESTORE-PV 试验，这是针对

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\nDISC-3405 在 2025 年 6 月的 PV 患者中，于 2026 年 9 月报告了该试验队列 A 的初步疗效数据，结果显示 DISC-3405 治疗可增加 hepcidin 并降低血清铁，从而减少放血事件，控制红细胞压积，并改善 PV 患者的症状负担。在这些初步数据中，DISC-3405 在队列 A 和队列 B 参与者中通常耐受性良好，不良事件与基础疾病一致，注射部位反应发生率较低，且为轻度和自限性。我们预计将在 2026 年底前报告 RESTORE-PV 临床试验的更多数据，并在 2027 年公布主要数据。如果结果积极，并在与 FDA 沟通后，我们预计将在 2027 年启动 DISC-3405 在 PV 中的 III 期临床计划。我们还在 2025 年 10 月启动了 DISC-3405 在 SCD 患者中的 I 期 b 期、开放标签临床试验，预计在 2026 年第四季度公布初步数据，并计划探索治疗性铁限制在其他适应症中的作用。

最新进展

2026 年 10 月 19 日，我们宣布了 bitopertin 在 EPP（包括 XLP）中的 APOLLO III 期试验的积极主要数据。该试验达到了所有主要和次要终点。

APOLLO 是一项随机、双盲的关键 III 期试验，评估 bitopertin 与安慰剂在 12 岁及以上 EPP 或 XLP 成人和青少年中的安全性和有效性。该试验在美国、加拿大、欧洲和澳大利亚招募了 183 名患者，根据基线光照耐受性和地理区域进行分层，并以 1:1 的比例随机分配接受每日一次 60 毫克口服 bitopertin 或安慰剂，持续 6 个月。

Bitopertin：III 期 APOLLO 主要数据结果摘要\n

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Bitopertin 在两个主要终点上均与安慰剂相比具有统计学意义：

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全血无金属 PPIX 从基线的减少量（-41.4% vs. 安慰剂，p<0.0001）

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第 6 个月期间无痛光照平均每月总时间的增加量（+12.2 小时 vs. 安慰剂，p=0.0010）\n

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Bitopertin 在所有次要终点上均与安慰剂相比具有统计学意义，包括：\n

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6 个月治疗期间光毒性反应发生率的减少（vs. 安慰剂，p<0.0001）

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6 个月治疗期间无痛光照累计总时间的增加（vs. 安慰剂，p<0.0001）

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6 个月治疗期间平均每日日光暴露时间至前驱症状的基线变化（vs. 安慰剂，p=0.0077，仅限成人）

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与安慰剂相比，Bitopertin 还表现出额外的生活质量改善，包括改善患者整体变化印象（PGIC）评分（p<0.0001）和患者整体严重程度印象（PGIS）评分（p<0.0001）

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Bitopertin 通常耐受性良好。与之前的研究一致，头晕是 bitopertin 组中最常报告的治疗中出现的不良事件（TEAE）（50%），且为轻度或中度，通常为一过性。没有 TEAE 的等级高于 3 级。

APOLLO 临床试验为 bitopertin 在 EPP 中的潜力提供了大量临床数据支持。基于这些结果，我们计划在 2026 年底向 FDA 重新提交 NDA，并预计在 2027 年中获得 FDA 的决定。

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初步未经审计的财务信息

根据截至本招股说明书补充文件日期的初步估计和我们可获得的信息，截至2026年9月30日，我们约有6.828亿美元现金、现金等价物和可交易证券。

截至2026年9月30日的上述估计是初步的。我们正在完成截至2026年9月30日止九个月的经营成果的最终结果，因此最终结果尚未公布。此初步估计仅基于截至本招股说明书补充文件日期我们可获得的信息，由于我们财务报表结账程序的完成、最终调整以及从现在到截至2026年9月30日止九个月的财务结果最终确定之间可能出现的事项，我们的实际结果可能与该估计不同。此外，我们的独立注册公共会计事务所尚未完成对截至2026年9月30日止九个月的合并财务报表的审查。为了更全面地了解截至2026年9月30日止九个月的财务状况和经营成果，还需要更多的信息和披露。投资者应在我们的季度报告10-Q提交后，查阅截至2026年9月30日止九个月的实际结果和未经审计的合并财务报表。

我们的独立注册公共会计事务所并未对这些初步估计进行审计、审查或执行任何程序，因此，他们并未对这些估计发表意见或提供任何其他形式的保证。

公司历史和信息

Disc Medicine, Inc. 最初于2017年10月根据特拉华州法律成立，2022年12月更名为 Disc Medicine Opco, Inc.，或称 Disc Opco。2022年12月29日，我们根据2022年8月9日签订的《合并与重组协议和计划》（以下简称“合并协议”），与 Gemini Therapeutics, Inc.（以下简称“Gemini”）完成了业务合并，该协议由 Gemini、我们和 Gemstone Merger Sub, Inc.（一家特拉华州公司，也是 Gemini 的全资子公司）签订，根据该协议，Merger Sub 与 Disc Opco 合并，Disc Opco 作为我们的全资子公司继续存在，成为合并的存续公司，即“合并”。在合并完成时，Gemini 更名为 Disc Medicine, Inc.

我们的主要执行办公室位于马萨诸塞州沃特敦市阿森纳街321号，101室，邮编02472，电话号码为(617) 674-9274。我们有一个互联网网站，网址为：www.discmedicine.com。本网站上或可通过本网站访问的信息并非本招股说明书补充文件或附带招股说明书的一部分，也不构成其引用，因此您不应将本网站上的任何信息或可从本网站访问的信息视为本招股说明书补充文件或附带招股说明书的一部分。

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本次发行

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发行人	Disc Medicine, Inc.

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我们发行的普通股

6,000,000股。

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本次发行后立即上市的普通股

44,345,666 股（或 45,245,666 股，如果承销商全部行权购买额外股份）。\n

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购买额外股份的选择权

我们已授予承销商 30 天的选择权，以公开发行价格减去承销折扣和佣金的价格，购买我们普通股最多 900,000 股。\n

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资金用途	我们目前计划将本次发行的净收益，加上我们现有的现金、现金等价物和可流通证券，用于资助我们当前或额外产品候选人的研究和临床开发，支持\nbitopertin 用于 EPP 和 XLP 的潜在商业化，以及我们其他产品候选人的额外商业化前活动，其余部分用于营运资金和其他一般公司用途。我们还可能使用部分净收益来授权、收购或投资于互补业务或技术，以继续扩展我们的产品管线、研发能力和知识产权地位。\n参见本招股说明书补充文件第 S-16 页的“资金用途”部分。\n

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风险因素	您的投资涉及高度风险。您应阅读本招股说明书补充文件中从第 S-11 页和附带\n招股说明书第 10 页开始的“风险因素”部分，以及我们截至 2026 年 6 月 30 日的季度报告 10-Q，以及本招股说明书补充文件和附带\n招股说明书所引用的其他文件，以了解在决定投资我们的证券前应仔细考虑的因素。\n

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纳斯达克全球市场代码

“IRON”。

如上所示，本次发行后我们普通股的流通股数\n基于 2026 年 6 月 30 日的 38,345,666 股流通股。截至 2026 年 6 月 30 日的流通股数在本招股说明书补充文件中普遍使用，除非另有说明，不包括：

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2026 年 6 月 30 日已发行的股票期权可兑换的 3,706,349 股普通股，加权平均行权价为每股 44.95 美元；

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2026 年 6 月 30 日之后授予的股票期权可兑换的 37,023 股普通股，加权平均行权价为每股 68.55 美元；

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2026 年 6 月 30 日已发行的限制性股票单位可兑换的 1,348,329 股普通股；

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2026 年 6 月 30 日之后授予的限制性股票单位可兑换的 55,857 股普通股；

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截至 2026 年 6 月 30 日，根据修订和重述的 2021 年股票期权和\n激励计划，可用于发行的 1,656,017 股普通股；

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截至 2026 年 6 月 30 日，根据修订和重述的 2021 年员工股票\n购买计划，可用于未来发行的 313,206 股普通股；以及

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截至 2026 年 6 月 30 日已发行的认股权证可兑换的 445,422 股普通股。\n

除非另有说明，本招股说明书补充文件中的所有信息：

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假设不执行承销商在本次发行中购买最多 900,000 股普通股的选择权；

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假设不执行上述描述的已发行股票期权或认股权证的行权或限制性股票单位的归属；和

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不反映截至本招股说明书补充文件日期，根据我们与Cantor Fitzgerald & Co.于2024年11月15日签署的受控股权发售^SM销售协议（或称销售协议）尚可出售的最高1.899亿美元普通股的潜在发行量。\n

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风险因素

您对我们普通股的投资或涉及高度风险。在决定是否投资我们的普通股之前，您应仔细考虑包含在我们截至2026年6月30日季度的10-Q表格季度报告中的“风险因素”章节中讨论的风险，该章节通过引用并入本招股说明书补充文件和附带的招股说明书全文，以及本招股说明书补充文件、附带的招股说明书和我们向美国证券交易委员会提交的其他文件中包含的其他信息，这些文件已通过引用并入本文。如果这些风险中的任何一项实际发生，我们的业务、财务状况、经营成果或现金流可能会受到严重损害。这可能导致我们普通股的交易价格下跌，从而导致您投资的全部或部分损失。

与本次发行相关的风险

如果您购买本次发行的我们普通股，您将立即且大幅稀释。此外，我们未来可能会发行额外的股权或可转换证券，这可能会进一步稀释您。

由于我们本次发行的普通股每股价格高于我们普通股的每股净值，您将因本次发行中购买的普通股的每股净值而遭受稀释。根据每股75.00美元的公开发行价格以及截至2026年6月30日的每股净值，如果您在本次发行中购买普通股，您将因普通股的每股净值而立即稀释50.95美元。有关上述内容的更详细讨论，请参见下文“稀释”部分。如果已发行的股票期权被行使，或限制性股票单位行权并结算，投资者将进一步稀释。此外，如果我们未来需要筹集额外资本，根据我们与Cantor Fitzgerald & Co.的销售协议或其他方式，如果我们发行额外的普通股或可转换或可交换为我们的普通股的证券，我们当时的现有股东可能会遭受稀释，新证券可能具有优先于本次发行的普通股的权利。

我们对本次发行的净收益有广泛的使用自主权，可能会以您和其他股东可能不批准的方式使用这些资金。\n

我们目前预计，将把本次发行的净收益用于资助我们当前或额外的产品候选人的研究和临床开发，支持bitopertin用于EPP和XLP的潜在商业化，以及我们其他产品候选人的其他商业化前活动，其余部分用于营运资金和其他一般公司用途。我们还可能使用部分净收益来授权引进、收购或投资于互补的业务或技术，以继续构建我们的产品管线、研发能力和知识产权地位。由于将决定我们使用本次发行净收益的因素数量和变化性，其最终用途可能与目前的预期用途有较大差异。\n我们的管理层将对本次发行的净收益的使用拥有广泛自主权，您在投资决策过程中将没有机会评估这些净收益是否被适当使用。我们的管理层可能不会以改善我们经营成果或提升我们普通股价值的方式使用这些净收益。管理层未能有效使用这些资金可能导致财务损失，这可能对我们的业务产生重大不利影响，导致我们普通股的价格下跌，并延迟我们产品候选人的开发。在使用之前，我们可能会以不产生收入或价值下跌的方式投资本次发行的净收益。详见“收益用途”。

由于未来的股权发行，您可能会经历未来的股份稀释。\n

为筹集更多资金，未来我们可能会以价格可能与本次发行中每股价格不同的价格发行额外的普通股或其他可转换或可交换为普通股的证券。

S-11

\n本次发行中每股的价格。我们可能以低于本次发行中投资者支付的每股价格的价格在任何其他发行中出售股票或其他证券，未来购买股票或其他证券的投资者可能拥有优于现有股东的权利。我们在未来交易中以每股价格出售普通股或可转换或可交换为普通股的证券，可能高于或低于本次发行中投资者支付的每股价格。

本次发行后，我们普通股的大量股份在公开市场出售可能导致我们的股价下跌。

我们普通股的大量股份可能在任何时候都出现在公开市场。如果我们的股东出售，或者市场认为我们的股东打算出售，大量普通股出现在公开市场，我们的普通股市场价格可能会大幅下跌。截至2026年6月30日，我们有38,345,666股普通股在外流通。我们于2024年8月8日提交了自动注册声明，形式为S-3（注册编号333-281359），该声明自动生效，并注册了各种证券的发行和销售，包括普通股、优先股、债务证券、认股权证或单位，具体发行价格和条款将在销售时确定。此外，我们还提交了形式为S-3的注册声明（注册编号333-269270），该声明于2023年1月24日生效，并注册了我们某些股东根据一个或多个发行计划随时发行和销售我们普通股的事项，具体发行价格和条款将在销售时确定。根据这些S-3注册声明，或根据《证券法》第144条或以其他方式，特别是以大量数量出售股份，我们的普通股市场价格可能会下跌。

我们无法预测我们的股份在公开市场出售或可供出售的股份数量对我们的普通股市场价格可能产生的影响。然而，未来在公开市场出售大量我们的普通股，包括行使未行权期权或预先支付的认股权证所发行的股份，或市场认为此类出售可能发生，可能会对我们的普通股市场价格产生不利影响。

我们可能会通过额外的公开或私人发行我们的股权证券或与股权相关的证券来筹集资金。例如，在2024年11月，我们根据销售协议，可以随时通过Cantor Fitzgerald & Co.作为我们的销售代理，发行和销售总发行价格高达2亿美元的普通股。截至本招股说明书补充文件的日期，我们可根据“按市价”发行计划，发行和销售总发行价格高达1.899亿美元的普通股。我们发行或与股权相关的证券的任何销售都可能对我们的普通股市场价格产生重大不利影响。

在此次发行中，我们、我们的董事和高管已签署了锁定协议，涵盖他们在此次发行后45天内的部分或全部股权所有权。锁定协议受各种例外情况的约束，我们、我们的董事和高管可能在锁定期结束前，由Jefferies LLC、Leerink Partners LLC和Morgan Stanley & Co. LLC单方面决定提前解除锁定协议。详见题为“承销”的部分。锁定协议到期或提前解除后，我们、我们的董事和高管可以将之前被锁定的股份出售到市场，这可能会对我们的普通股价格产生不利影响。

我们预计未来可能需要额外的大量资金以继续我们的计划运营。为了筹集资金，我们可能会在一段时间内根据我们决定的价格和方式，通过一次或多次交易出售普通股、可转换证券或其他股权证券。这些出售，或市场对大量股份持有者打算出售股份的预期，可能会降低我们普通股的市场价格。

S-12

此外，我们还有大量未行权的股票期权和限制性股票单位，我们的董事会计划未来授予额外的股票期权，并可能选择发行额外的限制性股票单位、普通股或可转换或可交换为普通股的证券，这可能与融资、收购、员工安排或其他情况有关。如果已发行的期权被行权，或我们进一步发行普通股或其他可转换或可交换证券，您可能会经历进一步的稀释。此外，我们无法保证我们能够在任何其他发行中以等于或高于本次发行投资者支付的每股价格的价格发行股票或其他证券，未来购买我们证券的投资者可能拥有优于本次发行中购买股票的投资者的权利。

我们普通股的交易价格一直且可能继续高度波动，购买我们普通股的投资者可能会遭受重大损失。

我们普通股的波动性可能会影响您出售我们普通股的价格，而我们普通股的大额出售可能对我们的普通股价格产生不利影响。我们的股价很可能继续波动，并且会因市场和其他因素而出现显著的价格和成交量波动，包括本招股说明书补充文件中标题为“风险因素”的部分、随附的招股说明书以及此处和其中引用的文件中所述的因素。

因此，您可能无法以或高于您购买股票的价格出售您的普通股。此外，整体股票市场，尤其是纳斯达克全球市场以及生物技术和新兴制药公司的股票，已经经历了极端的价格和成交量波动，这些波动通常与这些公司的运营表现无关或不成比例。广泛的市场和行业因素可能会影响我们普通股的市场价格，无论我们实际的运营表现如何。

整体股票市场以及制药和生物技术公司的市场尤其经历了极端的波动，这种波动通常与特定公司的运营表现无关。我们普通股的市场价格可能受许多因素影响，包括：

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根据未来发行发行新股权证券，包括优先股的发行；

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利率的变化；

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我们开发产品候选人的能力；

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竞争性发展，包括竞争对手宣布新产品或服务或重大合同、收购、战略合作伙伴关系、合资企业或资本承诺；

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季度运营结果的波动，或那些被认为与我们相似的公司的运营结果；\n

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我们普通股市场的深度和流动性；

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投资者对我们公司以及整个制药和生物技术行业的看法；\n

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未能达到或超过我们可能向公众提供的财务和开发预测；\n

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未能达到或超过投资界对我们的财务和开发预测；\n

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竞争产品或技术的成功程度；

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我们产品候选物或竞争对手的临床试验和临床前研究结果；\n

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美国及其他国家的监管或法律发展；监管机构针对我们的产品候选物、临床研究和制造流程所采取的措施；

S-13

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获得或未能获得监管批准，包括来自FDA的NDA批准，以及我们利用和从任何加速监管途径中获益的能力；

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有关专利申请、已授权专利或其他知识产权的发展或争议；\n

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关键人员的招聘或离职；

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重大法律诉讼或诉讼，包括专利或股东诉讼；

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我们公司战略和目标的成功；

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与我们产品候选物相关的费用水平；

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我们发现、开发、收购或授权额外技术或产品候选物的努力结果；

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实际或预期的财务结果、开发时间表或证券分析师的建议的变动；

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有关我们公司或我们产品候选物的交易的谣言或公告；\n

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制药和生物技术领域的市场状况；

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一般经济、行业和市场状况及其他国家状况；以及

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本“风险因素”部分中描述的其他因素。

S-14

股息政策

我们从未对我们的股本证券宣告或支付过现金股息。我们目前计划将所有未来的盈利（如有）用于资助我们业务的运营、开发和增长。我们预计在可预见的未来不会对我们的普通股支付任何现金股息。未来股息的支付（如有的话）将由我们的董事会全权决定，并将取决于我们的财务状况、经营成果、资本需求、当前或未来融资协议中的限制条款、适用法律的规定以及其他董事会认为相关的因素。我们受制于与Hercules Capital, Inc.签订的贷款和担保协议的条款，我们可能受制于我们未来债务的条款，从而限制我们对普通股支付股息的能力。

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募集资金的使用

我们估计，通过出售我们此次发行的普通股，我们获得的净收益在扣除承销折扣和佣金以及我们应付的预计发行费用后，约为4.224亿美元\n

我们目前计划将本次发行的净收益，加上我们现有的现金、现金等价物和可流通证券，用于资助我们当前或额外的产品候选人的研究和临床开发，支持bitopertin用于EPP和XLP的潜在商业化，以及我们其他产品候选人的额外商业化前活动，其余部分用于营运资金和其他一般企业用途。我们还可能使用部分净收益来授权、收购或投资于互补的业务或技术，以继续扩展我们的产品管线、研发能力和知识产权地位。

本次发行的净收益的预期用途是我们基于当前计划和业务状况的意图，随着我们计划和业务状况的发展，未来可能会发生变化。我们实际支出的金额和时间可能因多种因素而有很大差异，包括我们的开发进展、监管机构的反馈和决定、临床试验的状况和结果，以及我们可能与第三方就产品候选人的合作，以及任何未预见的现金需求。因此，我们的管理层将保留对本次发行净收益分配的广泛自主权。我们可能会发现有必要或建议将本次发行的净收益用于其他用途，我们在净收益的使用方面将有广泛的自主权。在如上所述的用途完成之前，我们计划将收益投资于各种资本保全工具，包括高质量、投资级工具、存款证明或美国政府的直接或担保义务，或可能将这些收益作为现金持有，直到它们用于其声明的目的。

在本次发行完成后，假设扣除承销折扣和佣金以及我们应付的估计发行费用后的净收益约为4.224亿美元，我们预计我们的现金、现金等价物和可流通证券将足以资助我们当前的运营和资本支出计划以及我们的债务偿还义务至2030年。如果没有本次发行的收益，我们预计我们现有的现金、现金等价物和可流通证券将足以资助我们的运营和资本支出计划以及我们的债务偿还义务至2029年。这些预期未考虑bitopertin或其他任何在该期间内获批的上市产品的潜在净现金流。我们未来的资本需求将取决于许多因素，包括我们在2026年6月30日止季度的10-Q季度报告中“流动性与资本资源”部分讨论的因素。

我们的估算基于可能证明是错误的假设。此外，我们可能会比目前预期更早地使用我们的可用资本资源，在这种情况下，我们需要获得额外的资金，而这些资金可能无法以可接受的条款甚至根本无法获得。请参阅本招股说明书补充文件的“风险因素”部分、随附的招股说明书以及引用的文件，以了解可能对我们可用资本资源产生不利影响的业务风险的讨论。

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稀释

如果您在本次发行中购买我们的普通股股票，您的所有权利益将被稀释，稀释程度等于您在本次发行中支付的每股价格与本次发行后我们普通股的每股净值账面价值之间的差额。

截至2026年6月30日，我们的净值账面价值约为6.442亿美元，即每股16.80美元，基于该日期的38,345,666股已发行股份。每股净值账面价值等于我们的总有形资产减去总负债，再除以已发行股份总数。

在扣除承销折扣和佣金以及我们应支付的估计发行费用后，我们以每股75.00美元的公开发行价格发行和销售普通股股票，截至2026年6月30日，我们的调整后净值账面价值将为10.666亿美元，即每股24.05美元。这表示现有股东的净值账面价值每股立即增加7.25美元，而购买本次发行普通股股票的投资者每股将立即被稀释50.95美元。本次发行中购买证券的投资者的每股稀释额是通过从投资者支付的普通股公开发行价格每股中减去本次发行后的调整后净值账面价值每股来确定的。

下表说明了按每股计算的这一计算过程：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


公开发行价格每股			$	75.00
截至2026年6月30日的历史净值账面价值每股	$	16.80
本次发行中购买普通股股票的投资者所导致的净值账面价值每股增加额		7.25

在考虑本次发行后截至2026年6月30日的调整后净值账面价值每股				24.05

本次发行中投资者的调整后净值账面价值每股稀释额			$	50.95

If the underwriters exercise their option to purchase shares of common stock in full, the as adjusted net\ntangible book value after this offering would be $24.98 per share, representing an increase in net tangible book value of $8.18 per share to existing stockholders and immediate dilution in net tangible book value of $50.02 per share to investors\npurchasing our common stock in this offering at the public offering price.

The foregoing tables and calculations are based on 38,345,666\nshares of common stock outstanding as of June 30, 2026, and excludes:

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3,706,349 shares of common stock issuable upon the exercise of stock options outstanding as of June 30,\n2026, at a weighted average exercise price of $44.95 per share;

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37,023 shares of common stock issuable upon the exercise of stock options granted subsequent to June 30,\n2026, at a weighted average exercise price of $68.55 per share;

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1,348,329 shares of common stock issuable upon the vesting of restricted stock units outstanding as of\nJune 30, 2026;

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55,857 shares of common stock issuable upon the vesting of restricted stock units granted subsequent to\nJune 30, 2026;

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1,656,017 shares of common stock available for issuance under our Amended and Restated 2021 Stock Option and\nIncentive Plan as of June 30, 2026;

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313,206 shares of common stock available for future issuance under our Amended and Restated 2021 Employee Stock\nPurchase Plan as of June 30, 2026; and

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445,422 shares of common stock issuable upon the exercise of pre-funded\nwarrants outstanding as of June 30, 2026.

To the extent that outstanding options or\npre-funded warrants are exercised, new options or other securities are issued under our equity incentive plans or we issue additional shares of common stock in the future, there will be further dilution to\ninvestors participating in this offering. In addition, we may choose to raise additional capital through our Sales Agreement with Cantor Fitzgerald & Co. or otherwise because of market conditions or strategic considerations, even if we\nbelieve that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our\nstockholders.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR INVESTORS\nIN OUR COMMON STOCK

The following summary describes the material U.S. federal income tax considerations of the acquisition, ownership\nand disposition of our common stock acquired in this offering. This discussion does not address all aspects of U.S. federal income taxes, does not discuss the potential application of the alternative minimum tax or Medicare Contribution tax and does\nnot deal with state or local taxes, U.S. federal gift and estate tax laws or any non-U.S. tax consequences that may be relevant to investors in light of their particular circumstances.

Special rules different from those described below may apply to certain investors that are subject to special treatment under the Internal\nRevenue Code of 1986, as amended, or the Code, such as:

\n\n\n\n\n

•

insurance companies, banks and other financial institutions;

\n\n\n\n\n

•

tax-exempt organizations (including private foundations) and tax-qualified retirement plans;

\n\n\n\n\n

•

foreign governments and international organizations;

\n\n\n\n\n

•

broker-dealers and traders in securities;

\n\n\n\n\n

•

U.S. expatriates and former citizens or long-term residents of the United States;

\n\n\n\n\n

•

Non-U.S. Holders (as defined below) that own or are deemed to own\n(directly, indirectly or by attribution) more than 5% of our common stock;

\n\n\n\n\n

•

persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial\nstatements under Section 451(b) of the Code;

\n\n\n\n\n

•

“controlled foreign corporations,” “passive foreign investment companies” and\ncorporations that accumulate earnings to avoid U.S. federal income tax;

\n\n\n\n\n

•

persons that hold our common stock as part of a “straddle,” “hedge,” “conversion\ntransaction,” “synthetic security” or integrated investment or other risk reduction strategy;

\n\n\n\n\n

•

U.S. Holders (as defined below) whose functional currency for U.S. tax purposes is not the U.S. dollar;\n

\n\n\n\n\n

•

persons who do not hold our common stock as “capital assets” within the meaning of Section 1221\nof the Code (generally, for investment purposes);

\n\n\n\n\n

•

regulated investment companies;

\n\n\n\n\n

•

pension plans;

\n\n\n\n\n

•

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all\nof the interests of which are held by qualified foreign pension funds;

\n\n\n\n\n

•

persons deemed to sell our common stock under the constructive sale provisions of the Code; and\n

\n\n\n\n\n

•

persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise\nas compensation.

Such investors are urged to consult their own tax advisors to determine the U.S. federal, state, local\nand other tax consequences that may be relevant to them.

In addition, this discussion does not address the tax treatment of partnerships\nor other pass-through entities or persons who hold our common stock through partnerships or other entities which are pass-through entities for U.S. federal income tax purposes. If a partnership or other pass-through entity holds our common stock,\nthe tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership or other pass-through entity. A partner in a partnership or other pass-through entity that will hold our common stock should\nconsult his, her or its own tax advisor regarding the tax consequences of the ownership and disposition of our common stock through a partnership or other pass-through entity, as applicable.

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Furthermore, the discussion below is based upon the provisions of the Code, and Treasury\nregulations, rulings and judicial decisions thereunder, as of the date hereof, and such authorities may be repealed, revoked or modified, possibly retroactively, and are subject to differing interpretations which could result in U.S. federal income\ntax consequences different from those discussed below. We have not requested a ruling from the Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no\nassurance that the IRS will agree with such statements and conclusions or will not take a contrary position regarding the tax consequences described herein, or that any such contrary position would not be sustained by a court.

For the purposes of this discussion, a “U.S. Holder” means a beneficial owner of our common stock, other than a partnership or\nother pass-through entity, that is, for U.S. federal income tax purposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax\npurposes), created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust\nif it (1) is subject to the primary supervision of a court within the United States and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial\ndecisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

A “Non-U.S. Holder” means a beneficial owner of our common stock, other than a partnership\nor other pass-through entity, that, for U.S. federal income tax purposes, is (i) a foreign corporation, (ii) nonresident alien individual, or (iii) a foreign estate or trust that in each case is not subject to U.S. federal income tax\non a net-income basis on income or gain from common stock.

An individual non-U.S. citizen may, in some cases, be deemed to be a resident alien (as opposed to a nonresident alien) by virtue of being present in the United States for at least 31 days in the calendar year and for an\naggregate of at least 183 days during a three-year period ending in the current calendar year. Generally, for this purpose, all the days present in the current year, one-third of the days present in the\nimmediately preceding year, and one-sixth of the days present in the second preceding year, are counted.

Resident aliens are generally subject to U.S. federal income tax as if they were U.S. citizens. Individuals who are uncertain of their status\nas resident or nonresident aliens for U.S. federal income tax purposes are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership or disposition of our common stock.

PERSONS CONSIDERING THE PURCHASE OF OUR COMMON STOCK PURSUANT TO THIS OFFERING SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S.\nFEDERAL INCOME TAX CONSEQUENCES OF ACQUIRING, OWNING AND DISPOSING OF OUR COMMON STOCK IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION, INCLUDING ANY STATE, LOCAL OR NON-U.S. TAX CONSEQUENCES OR ANY U.S. FEDERAL NON-INCOME TAX CONSEQUENCES, AND THE POSSIBLE APPLICATION OF TAX TREATIES.

Tax Consequences to U.S. Holders

Distributions on\nCommon Stock

As stated under “Dividend Policy,” we do not expect to make distributions on our common stock in\nthe foreseeable future. In the event that we do make distributions of cash or other property, distributions paid on common stock will be treated as a dividend to the extent paid out of our current or accumulated earnings and profits (as determined\nunder U.S. federal income tax principles), and will be includible in a U.S. Holder’s income as ordinary income when received. However, with respect to dividends received by individuals, such dividends\n

S-20

\nare generally taxed at the lower applicable qualified dividends rate, provided certain holding period requirements are satisfied. Distributions in excess of our current and accumulated earnings\nand profits will be treated as a return of capital to the extent of a U.S. Holder’s tax basis in the common stock and thereafter as capital gain from the sale or exchange of such common stock. The tax treatment of such gain is further\ndescribed in “-Sale or Other Disposition of Common Stock” below. Dividends received by a corporation may be eligible for a dividends received deduction, subject to applicable limitations. Any such distributions will also be\nsubject to the discussions below under the section titled “-Information Reporting and Backup Withholding.”

Sale or Other\nDisposition of Common Stock

For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of common\nstock by a U.S. Holder will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder has held the common stock for more than one year. The amount of the gain or loss will equal the difference between the U.S.\nHolder’s adjusted tax basis in the common stock disposed of and the amount realized on the disposition. Long-term capital gains recognized by non-corporate U.S. Holders will be subject to reduced tax rates. The deductibility of capital losses\nis subject to limitations.

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to any payments of distributions on our common stock and gross proceeds on the sale or\nother disposition of our common stock, unless the U.S. Holder is an exempt recipient (such as a corporation), regardless of whether any tax was actually withheld. Backup withholding (currently at a 24% rate) will apply to those payments if the U.S.\nHolder fails to provide its correct taxpayer identification number, or certification of exempt status, or if the U.S. Holder is notified by the IRS that it has failed to report in full payments of interest and dividend income. Any amounts withheld\nunder the backup withholding rules will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided the required information is furnished timely to the IRS.

Tax Consequences to Non-U.S. Holders

Distributions on Common Stock

As\nstated under “Dividend Policy,” we do not expect to make any distributions on our common stock in the foreseeable future. If we do make distributions on our common stock however, such distributions made to a Non-U.S. Holder will constitute dividends for U.S. tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in\nexcess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a Non-U.S. Holder’s adjusted tax basis in our\ncommon stock. Any remaining excess will be treated as gain realized as described below under the section titled “-Sale or Other Disposition of Common Stock.”

Any distribution on our common stock that is treated as a dividend paid to a Non-U.S. Holder that is\nnot effectively connected with the holder’s conduct of a trade or business in the United States will generally be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the\nUnited States and the Non-U.S. Holder’s country of residence. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required\nto provide the applicable withholding agent with a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate\nform, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. Such form must be provided prior to the payment of dividends and must be updated periodically. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s\nagent may then be required to provide certification to the applicable withholding agent, either directly or through other intermediaries. A Non-U.S. Holder that is eligible for a reduced rate of U.S.\nwithholding tax under an income tax treaty should consult with its own tax advisor to determine if such holder is

S-21

\nable to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We (or any applicable withholding agent) generally are not required to withhold tax on dividends paid (or constructive dividends deemed paid)\nto a Non-U.S. Holder that are effectively connected with the holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a\npermanent establishment or fixed base that the holder maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to us (or, if shares of\nour common stock are held through a financial institution or other agent, to the applicable withholding agent). In general, such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates\napplicable to U.S. persons, unless a specific treaty exemption applies. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits\ntax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected\nearnings and profits, subject to certain adjustments.

See also the section below titled “-Foreign Accounts” for\nadditional withholding rules that may apply to dividends paid to certain foreign financial institutions or non-financial foreign entities.

Sale or Other Disposition of Common Stock

Subject to the discussion below under the sections titled “-Information Reporting and Backup Withholding” and\n“-Foreign Accounts,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax with respect to gain realized on a sale or other disposition of our common\nstock unless (a) the gain is effectively connected with a trade or business of the holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that the holder\nmaintains in the United States), (b) the Non-U.S. Holder is a nonresident alien individual and is present in the United States for a period or periods aggregating 183 or more days in the taxable year of the\ndisposition and certain other conditions are met, or (c) we are or have been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2), unless any class of our stock is regularly traded on\nan established securities market and the Non-U.S. Holder disposes of such class of stock and holds no more than 5% of such class of stock, directly or indirectly, actually or constructively, during the shorter\nof the 5-year period ending on the date of the disposition or the period that the Non-U.S. Holder held such class of stock.

If you are a Non-U.S. Holder described in (a) above, you will be required to pay tax on the net\ngain derived from the sale at the regular U.S. federal income tax rates applicable to U.S. persons, unless a specific treaty exemption applies. Corporate Non-U.S. Holders described in (a) above may also\nbe subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual Non-U.S. Holder described in (b) above will be\nrequired to pay a flat 30% tax on the gain derived from the sale, which gain may be offset by certain U.S. source capital losses (even though such holder is not considered a resident of the United States), provided such holder has timely filed U.S.\nfederal income tax returns with respect to such losses. With respect to (c) above, in general, we would be a U.S. real property holding corporation if interests in U.S. real estate comprised (by fair market value) at least half of our worldwide\nreal property interests plus our other assets used or held for use in a trade or business. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation. However, there can be no assurance that we will not\nbecome a U.S. real property holding corporation in the future.

Information Reporting and Backup Withholding

Generally, we or certain financial middlemen must report information to the IRS with respect to any distributions we pay on our common stock\nincluding the amount of any such distributions, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such distributions are paid. Pursuant to tax treaties or certain other\nagreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.

S-22

Dividends paid by us (or our paying agents) to a\nNon-U.S. Holder may also be subject to U.S. backup withholding. U.S. backup withholding generally will not apply to a Non-U.S. Holder who provides a properly executed\nIRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise establishes an exemption, provided that the applicable\nwithholding agent does not have actual knowledge or reason to know the holder is a U.S. person.

Under current U.S. federal income tax\nlaw, U.S. information reporting and backup withholding requirements generally will apply to the proceeds of a disposition of our common stock effected by or through a U.S. office of any broker, U.S. or\nnon-U.S., unless the Non-U.S. Holder provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise meets documentary evidence requirements for establishing non-U.S. person status or otherwise establishes an exemption. Generally,\nU.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. Information reporting and backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has\nactual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.

Backup withholding is not an additional tax. If backup withholding is applied to a Non-U.S. Holder,\nsuch Non-U.S. Holder should consult with its own tax advisor to determine whether such Non-U.S. Holder has overpaid U.S. federal income tax, and whether such Non-U.S. Holder is able to obtain a tax refund or credit of the overpaid amount.

Foreign Accounts

In addition to, and separately from the withholding rules described above, U.S. federal withholding taxes may apply under the Foreign Account\nTax Compliance Act, or FATCA, on certain types of payments, including dividends to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a\n30% withholding tax may be imposed on dividends paid in respect of our common stock and the gross proceeds of the disposition of our common stock paid to a “foreign financial institution” or a\n“non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution agrees to undertake certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United\nStates owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. The 30% federal withholding tax described in this paragraph\ncannot be reduced under an income tax treaty with the United States. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S.\nDepartment of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code),\nannually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions\nlocated in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

The Treasury Secretary has issued proposed regulations providing that the withholding provisions under FATCA do not apply with respect to\npayment of gross proceeds from a sale or other disposition, which may be relied upon by taxpayers until final regulations are issued. Prospective investors should consult their tax advisors regarding the potential application of withholding under\nFATCA to their investment in our common stock.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX\nCONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAW, AS WELL AS TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, NON-U.S.\nOR U.S. FEDERAL NON-INCOME TAX LAWS SUCH AS ESTATE AND GIFT TAX.

S-23

UNDERWRITING

We are offering the shares of common stock described in this prospectus supplement through a number of underwriters. Jefferies LLC, Leerink\nPartners LLC, Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co. are acting as joint book-running managers of the offering and as representatives of the underwriters. Subject to the terms and conditions of the underwriting\nagreement, dated October 20, 2026, among us and the representatives of the underwriters, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting\ndiscounts and commissions set forth on the cover page of this prospectus supplement, the number of shares of common stock listed next to its name in the following table:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Name	Number of Shares
Jefferies LLC		1,620,000
Leerink Partners LLC		1,440,000
Morgan Stanley & Co. LLC		1,140,000
Cantor Fitzgerald & Co.		930,000
LifeSci Capital LLC		330,000
BMO Capital Markets Corp.		360,000
H.C. Wainwright & Co., LLC		180,000

Total		6,000,000

The underwriters are committed to purchase all the shares of common stock offered by us if they purchase any\nshares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the shares of common stock directly to the public at the public offering price set forth on the cover page\nof this prospectus supplement and to certain dealers at that price less a concession not in excess of $2.7000 per share. After the initial offering of the shares to the public, if all of the shares are not sold at the public offering price, the\nunderwriters may change the offering price and the other selling terms. Sales of any shares made outside of the United States may be made by affiliates of the underwriters. The offering of the shares by the underwriters is subject to receipt and\nacceptance and subject to the underwriters’ right to reject any order in whole or in part.

We have granted to the underwriters an\noption, exercisable for 30 days from the date of this prospectus supplement, to purchase, from time to time, in whole or in part, up to an aggregate of 900,000 shares of our common stock from us at the public offering price set forth on the cover\npage of this prospectus supplement, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to specified conditions, to purchase a number of additional shares of common stock\nproportionate to that underwriter’s initial purchase commitment as indicated in the table above.

The underwriting fee is equal to\nthe public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $4.50 per share. The following table shows the per share and total underwriting discounts and\ncommissions to be paid to the underwriters, assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


			Total
	Per Share		Without option to purchase additional shares exercise			With full option to purchase additional shares exercise
Public Offering Price	$	75.00		$	450,000,000		$	517,500,000
Underwriting discounts and commissions to be paid by us	$	4.50		$	27,000,000		$	31,050,000
Proceeds,before expenses, to us	$	70.50		$	423,000,000		$	486,450,000

S-24

We estimate that the total expenses of this offering, including registration, filing and\nlisting fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $0.6 million.

A prospectus supplement in electronic format may be made available on the websites maintained by one or more underwriters, or selling group\nmembers, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the\nrepresentatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We\nand all of our directors and executive officers have agreed that, without the prior written consent of Jefferies LLC, Leerink Partners LLC and Morgan Stanley & Co. LLC, we and they will not, and will not publicly disclose an intention to,\nduring the period ending 45 days after the date of this prospectus supplement, or the restricted period:

\n\n\n\n\n

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract\nto sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock\nsubject to the lock-up agreement;

\n\n\n\n\n

•

file any registration statement with the SEC relating to the offering of any shares of common stock or any\nsecurities convertible into or exercisable or exchangeable for common stock; or

\n\n\n\n\n

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic\nconsequences of ownership of the common stock subject to the lock-up agreement;

whether any\nsuch transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of Jefferies LLC, Leerink Partners LLC\nand Morgan Stanley & Co. LLC, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock subject to the lock-up agreement or any security convertible into or exercisable or exchangeable for common stock.

In\nrelation to us, the restrictions described above do not apply to:

\n\n\n

a)	the shares to be sold under the underwriting agreement;

\n\n\n

b)	the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a\nsecurity outstanding on the date of this prospectus supplement in the manner described in this prospectus supplement or the information incorporated by reference herein;

\n\n\n

transactions by any person other than us relating to shares of common stock or other securities acquired in\nopen market transactions after the completion of the offering of the shares; provided that no filing under Section 16(a) of the Exchange Act, is required or voluntarily made in connection with subsequent sales of the common stock or other\nsecurities acquired in such open market transactions;

\n\n\n

d)	the filing by us of registration statements on Form S-8 with respect to\nthe employee benefit plans described in this prospectus supplement or the documents incorporated by reference herein;

\n\n\n

the issuance by us of shares of common stock or options to purchase shares of common stock to our employees,\nofficers, directors, advisors or consultants pursuant to employee benefit plans described in this prospectus supplement or in the information incorporated by reference herein, provided that, prior to the issuance of any such shares or the grant of\nany such options to any director or executive officer elected or appointed following the date of this prospectus supplement and prior to the end of the Restricted Period, we shall cause each such recipient of such grant or issuance to execute and\ndeliver a “lock-up” agreement;

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\n\n\n

the sale or issuance of or entry into an agreement to sell or issue shares of common stock in connection with\nour acquisition of one or more businesses, products, assets or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, collaboration or licensing agreements, marketing or\ndistribution arrangements, commercial relationships or other strategic transactions; provided, that, the aggregate number of shares of our common stock that we may sell or issue or agree to sell or issue may not exceed 5% of the total number of\nshares of our common stock issued and outstanding immediately following the completion of the transactions contemplated by the underwriting agreement and provided further that we cause each recipient of such shares to execute and a lock up\nagreement;

\n\n\n

facilitating the establishment of a trading plan on behalf of a shareholder, officer or director pursuant to\nRule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to\nthe extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of\ncommon stock may be made under such plan during the restricted period;

\n\n\n

h)	the issuance of shares of our common stock pursuant to a placement made under any “at-the-market” offering program described in the prospectus, provided that no shares may be offered or sold pursuant to such program during the period ending 30\ndays after the date of the prospectus; or

\n\n\n

i)	the filing of any prospectus supplement relating to an “at-the-market” offering program that we have established or may establish, provided that no shares may be offered or sold pursuant to such program during the period ending 30 days after the date\nof the prospectus.

In relation to our directors and executive officers, the restrictions described above do not apply\nto:

\n\n\n

transactions relating to shares of common stock or other securities acquired in this offering or in open market\ntransactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of common stock or other securities acquired\nin this offering or in such open market transactions;

\n\n\n

b)	transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common\nstock as a bona fide gift or to a charitable organization or educational institution in a transfer not involving a disposition for value;

\n\n\n

c)	transfers or dispositions of shares of common stock or any security convertible into or exercisable or\nexchangeable for common stock to any immediate family member or any trust for the direct or indirect benefit of any immediate family member in a transaction not involving a disposition for value;

\n\n\n

distributions of shares of common stock or any security convertible into common stock to general or limited\npartners, members, beneficiaries or other equityholders, direct or indirect affiliates (as defined in Rule 405 promulgated under the Securities Act) or to an investment fund or other entity that controls or manages, or is under common control with\ncertain holders and their affiliates;

\n\n\n

transfers or dispositions of shares of common stock or any security convertible into or exercisable or\nexchangeable for common stock (i) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of their immediate family upon their death or (ii) by operation of law pursuant to\norders of a court or regulatory agency, in connection with a negotiated divorce settlement or pursuant to a qualified domestic relations order;

\n\n\n

transfers or dispositions of shares of common stock or any security convertible into or exercisable or\nexchangeable for common stock to us pursuant to any contractual arrangement in effect on the date of this agreement and disclosed to the underwriter in writing that provides for the repurchase of common stock or other securities by us or in\nconnection with the termination of employment with or service to us; provided that (i) the repurchase price for any such shares or securities shall not exceed the original purchase price (subject to appropriate adjustment in the event of any\nstock dividend, stock split, combination or other

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\n\n\n

\nsimilar recapitalization) paid and (ii) any filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of common stock shall indicate by\nfootnote disclosure or otherwise the nature of the transfer or disposition;

\n\n\n

transfers or dispositions of shares of common stock or other securities to us in connection with the conversion\nof any convertible security into, or the exercise of any option or warrant for, shares of common stock (including by way of “net” or “cashless” exercise solely to cover withholding tax obligations in connection with such\nexercise or transfer to us for the payment of taxes as a result of such exercise); provided that (i) such convertible security, option or warrant is described in the prospectus and is outstanding on the date thereof, (ii) any such shares\nof common stock received by the undersigned shall be subject to the terms of this agreement and (iii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock, shall be\nrequired or shall be voluntarily made during the restricted period, other than a filing on a Form 4 that reports such disposition under the transaction code “F,” in which case, the filing shall clearly indicate in the footnotes thereto\nor comments section thereof that the filing relates to the exercise of a stock option or warrant, as the case may be, that no shares of common stock were sold by the reporting person and that the shares of common stock received upon exercise of the\nstock option or warrant are subject to a lock-up agreement with the underwriter of the offering;

\n\n\n

transfers or dispositions of shares of common stock or other securities to us in connection with the vesting or\nsettlement of restricted stock units, so long as such sale is effected pursuant to our sell to cover policy solely in an amount sufficient to cover withhold taxes, provided that (i) to the extent a filing under Section 16(a) of the\nExchange Act shall be required, the filing shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described herein and (ii) no other public announcement shall be required or shall be made voluntary in\nconnection with such transfer;

\n\n\n

the establishment of a trading plan on behalf of a stockholder, officer or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a\npublic announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect\nthat no transfer of common stock may be made under such plan during the restricted period;

\n\n\n

transfers of shares of common stock (or any securities convertible into or exercisable or exchangeable for\ncommon stock) pursuant to a bona fide third-party tender offer for shares of our capital stock made to all holders of our securities, merger, consolidation or other similar transaction approved by our board of directors and occurring after the\nclosing of this offering, the result of which is that any person (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than us, becomes the beneficial owner (as defined in Rules\n13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of our voting stock; provided that in the event that such change of control transaction\nis not completed, the shares of common stock (or any security convertible into or exercisable or exchangeable for common stock) owned by the stockholder, officer or director shall remain subject to the restrictions contained in the lock-up agreement and title to the such shares shall remain with the applicable stockholder, officer or director; or

\n\n\n

the sale or transfer of shares of common stock pursuant to a written trading plan pursuant to Rule 10b5-1 under the Exchange Act that has been entered into prior to the date of the lock-up agreement; provided that no amendments or other modifications are made to such plans\nduring the restricted period and that, to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made regarding such sales or transfers, such announcement or filing shall include a statement to the\neffect that the sale or transfer was made pursuant to a trading plan pursuant to Rule 10b5-1 of the Exchange Act;

provided that in the case of any transfer or distribution pursuant to clause (b), (c), (d) or (e), (i) each transferee, donee or distributee shall sign and\ndeliver a lock-up agreement substantially in the form of the lock-up agreement signed by the transferor, donor or distributor and (ii) no filing under\nSection 16(a) of the Exchange Act, reporting

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\na reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the restricted period (other than, with respect to clause (e) only, any\nForm 4 or Form 5 required to be filed under the Exchange Act if the undersigned is subject to Section 16 reporting under the Exchange Act due to their relationship with us, in which case any such filing will indicate by footnote disclosure or\notherwise the nature of the transfer or disposition).

Jefferies LLC, Leerink Partners LLC and Morgan Stanley & Co. LLC, in their\nsole discretion, may release the securities subject to any of the lock-up agreements with the underwriters described above, in whole or in part at any time.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

Our common stock is quoted on the Nasdaq Global Market under the symbol “IRON.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involve making bids for, purchasing and\nselling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of\ncommon stock, which involve the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short\nsales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short\npositions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this\ndetermination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A\nnaked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the\nextent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The\nunderwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This\nmeans that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to\nrepay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the\ncommon stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these\nactivities, they may discontinue them at any time. The underwriters may carry out these transactions on the Nasdaq Global Market, in the over-the-counter market or\notherwise.

In addition, in connection with this offering certain of the underwriters may engage in passive market making transactions in\nour common stock on The Nasdaq Stock Market prior to the pricing and completion of this offering. Passive market making consists of displaying bids on The Nasdaq Stock Market no higher than the bid prices of independent market makers and making\npurchases at prices no higher than these independent bids and effected in response to order flow. Net purchases by a passive market maker on each day are generally limited to a specified percentage of the passive market maker’s average daily\ntrading volume in the common stock during a specified period and must be discontinued when such limit is reached. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market\nin the absence of these transactions. If passive market making is commenced, it may be discontinued at any time.

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Selling Restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities\noffered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any\nother offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and\nregulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This\nprospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the\nfuture certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and\ncommissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in\nour debt or equity securities or loans, and may do so in the future. For example, we are party to the Sales Agreement with Cantor Fitzgerald & Co., pursuant to which we may offer and sell shares of our common stock from time to time in “at-the-market” offerings.

European Economic Area

In relation to each Member State of the European Economic Area, or each, a Relevant State, no shares have been offered or will be offered\npursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another\nRelevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Relevant State at any time under the following exemptions\nunder the Prospectus Regulation:

\n\n\n

a)	to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;\n

\n\n\n

b)	to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the\nProspectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

\n\n\n

c)	in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or\nsupplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the\nunderwriters and us that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation.

In\nthe case of any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the\noffer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any\nshares to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.

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For the purposes of this provision, the expression an “offer to the public” in\nrelation to the shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any\nshares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

No shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a\nprospectus in relation to the shares which has been approved by the Financial Conduct Authority, except that the shares may be offered to the public in the United Kingdom at any time:

\n\n\n

a)	to any legal entity which is a qualified investor as defined under Article 2 of the U.K. Prospectus Regulation;\n

\n\n\n

b)	to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the\nU.K. Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

\n\n\n

c)	in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000, as\namended (FSMA);

provided that no such offer of the shares shall require us or any underwriter to publish a prospectus pursuant\nto Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the U.K. Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United\nKingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression\n“U.K. Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may\nonly be directed at persons who are “qualified investors” (as defined in the U.K. Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services\nand Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order\n(all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the FSMA.\nIn the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons. Any person in the UK who is not a relevant person must not act on or rely upon this\ndocument or any of its contents.

Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in\nNational Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument\n31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus\nrequirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser\nwith remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit\nprescribed by the securities legislation of the purchaser’s province or territory. The purchaser should

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\nrefer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this\noffering.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX), or on any other stock exchange or\nregulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss\nCode of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other\noffering or marketing material relating to the shares, or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be\nfiled with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of shares has\nnot been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of\nshares.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to\n“professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the SFO), of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document\nbeing a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong) (the CO), or which do not constitute an offer to the public within the meaning of the CO. No advertisement,\ninvitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to\nbe accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to\n“professional investors” as defined in the SFO and any rules made thereunder.

Notice to Prospective Investors in Singapore

The representatives have acknowledged that this prospectus supplement and the accompanying prospectus have not been registered as a prospectus\nwith the Monetary Authority of Singapore. Accordingly, the representatives have represented and agreed that it has not offered or sold any shares or caused the shares to be made the subject of an invitation for subscription or purchase and will not\noffer or sell any shares or cause the shares to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement and the accompanying prospectus\nor any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares, whether directly or indirectly, to any person in Singapore other than:

\n\n\n

a)	to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of\nSingapore, as modified or amended from time to time (the SFA)) pursuant to Section 274 of the SFA;

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\n\n\n

b)	to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA,\nor any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or

\n\n\n

c)	otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.\n

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

\n\n\n

a)	a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole\nbusiness of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

\n\n\n

b)	a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each\nbeneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each\nterm as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the\nshares pursuant to an offer made under Section 275 of the SFA except:

\n\n\n

i.	to an institutional investor or to a relevant person, or to any person arising from an offer referred to in\nSection 275(1A) or Section 276(4)(i)(B) of the SFA;

\n\n\n

ii.	where no consideration is or will be given for the transfer;

\n\n\n

iii.	where the transfer is by operation of law;

\n\n\n

iv.	as specified in Section 276(7) of the SFA; or

\n\n\n

v.	as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and\nSecurities-based Derivatives Contracts) Regulations 2018

Notice to Prospective Investors in Japan

The shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act.\nAccordingly, none of the shares, nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan,\nincluding any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except\npursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant\ntime.

Notice to Prospective Investors in the United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai\nInternational Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus supplement does not\nconstitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus supplement has not been approved by or filed with the Central Bank of\nthe United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Notice to Prospective Investors in\nIsrael

In the State of Israel this prospectus supplement shall not be regarded as an offer to the public to purchase shares of common\nstock under the Israeli Securities Law, 5728—1968, which requires a prospectus to be

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\npublished and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728–1968, including, inter alia, if:\n(i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions, or the Addressed Investors, or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First\nAddendum of the Israeli Securities Law, 5728—1968, subject to certain conditions, or the Qualified Investors. The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase\nsecurities in addition to the 35 Addressed Investors. The company has not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728—1968. We have not and will\nnot distribute this prospectus supplement or make, distribute or direct an offer to subscribe for our common stock to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.

Qualified Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli\nSecurities Law, 5728—1968. In particular, we may request, as a condition to be offered common stock, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor\nfalling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968 regarding Qualified Investors\nis applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728—1968 and the regulations promulgated thereunder in connection with the offer to be issued common stock; (iv) that the\nshares of common stock that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728—1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale\nwithin the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728—1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to\nsubmit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli identification number.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts. Wilmer\nCutler Pickering Hale and Dorr LLP, New York, New York, is acting as counsel to the underwriters in connection with this offering.

EXPERTS

The consolidated financial statements of Disc Medicine, Inc. appearing in Disc Medicine, Inc.’s Annual Report (Form\n10-K) for the year ended December 31, 2025, and the effectiveness of Disc Medicine Inc.’s internal control over financial reporting as of December 31, 2025 have been audited by Ernst & Young LLP, independent registered public accounting\nfirm, as set forth in its reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as\nexperts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the\npublic over the Internet at the SEC’s website at www.sec.gov and on our investor website at www.discmedicine.com. Information contained on, or accessible through, our website, is not a part of or incorporated by reference into this prospectus\nsupplement or the accompanying prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus supplement or the accompanying prospectus.

This prospectus supplement is part of a registration statement that we have filed with the SEC. Certain information in the registration\nstatement has been omitted from this prospectus supplement in accordance with the rules of the SEC. For more detail about us and any securities that may be offered by this prospectus supplement, you may examine the registration statement of which\nthis prospectus supplement forms a part, including its exhibits and schedules. Statements contained in this prospectus supplement and the accompanying prospectus as to the contents of any contract or other document are not necessarily complete, and\nin each instance we refer you to the copy of the contract or document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference in this prospectus supplement much of the information we file with the SEC, which means that we\ncan disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this\nprospectus supplement. Because we are incorporating by reference future filings with the SEC, this prospectus supplement is continually updated and those future filings may modify or supersede some of the information included or incorporated in this\nprospectus supplement. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus supplement or in any document previously incorporated by reference have been\nmodified or superseded. This prospectus supplement incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future\nreport or document that is not deemed filed under such provisions until the offering of the securities offered hereby is terminated or completed:

\n\n\n\n\n

•

Annual Report on Form\n 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026;

\n\n\n\n\n

•

The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December \n31, 2025 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 28, 2026;\n

\n\n\n\n\n

•

Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026\nand June 30, 2026, filed with the SEC on May \n5, 2026 and July 30, 2026, respectively;

\n\n\n\n\n

•

Current Reports on Form 8-K filed with the SEC on February 13,\n 2026, February \n27, 2026, June \n24, 2026, June \n30, 2026, September \n10, 2026 and October 19, 2026 (in each case, excluding information furnished pursuant to Items 2.02 and\n7.01); and

\n\n\n\n\n

•

The description of our common stock contained in our Registration Statement on Form\n 8-A filed with the SEC on August \n10, 2020, and as set forth by the description of our common stock set forth in Exhibit 4.4 to our Annual Report on Form\n10-K for the year ended December 31, 2021, filed with the SEC on March \n10, 2022, and as further supplemented by the description of our common stock set forth in our Registration Statement on Form S-4/A, filed with the SEC on December 1, 2022, including any amendments or reports filed for the purpose of updating such description.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

Disc Medicine, Inc.

321 Arsenal\nStreet, Suite 101

Watertown, MA 02472

Attn: Investor Relations

(617) 674-9274

You may also access these documents, free of charge on the SEC’s website at\nwww.sec.gov or on our website at www.discmedicine.com. Information contained, or accessible through, on our website, is not a part of or incorporated by reference into this prospectus supplement or the accompanying prospectus, and you\nshould not consider any information on, or that can be accessed from, our website as part of this prospectus supplement or the accompanying prospectus.

Notwithstanding the foregoing, unless specifically stated to the contrary, information that we furnish (and that is not deemed\n“filed” with the SEC) under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference into this prospectus supplement\nor the accompanying prospectus.

S-35

In accordance with Rule 412 of the Securities Act, any statement contained in a document\nincorporated by reference herein shall be deemed modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or\nsupersedes such statement.

S-36

PROSPECTUS

\n\n\n $\"LOGO\"$ \n

Common Stock

Preferred Stock

Debt\nSecurities

Warrants

Units

From time to time, we may offer and sell, in one or more series or classes, our Common Stock, Preferred Stock, Debt Securities, Warrants or Units, in each\ncase in one or more issuances and at prices and on terms that we will determine at the time of the offering.

This prospectus describes the general manner\nin which any of these securities may be offered using this prospectus. We will specify in an accompanying prospectus supplement the terms of the securities offered and other details regarding the offering thereof. The supplement may also add, update\nor change information contained in this prospectus with respect to that offering.

Our common stock is listed on The Nasdaq Global Market under the symbol\n“IRON.” On August 7, 2024, the closing price of our common stock, as reported on The Nasdaq Global Market, was $41.27 per share.

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading\n“Risk Factors” on page 10 of this prospectus and under any similar heading in the documents that are incorporated by\nreference into this prospectus, as well as “Special Note Regarding Forward-Looking Statements” on page 4 of this prospectus. You should read the entire prospectus and any applicable prospectus supplement carefully\nbefore you make your investment decision.

The securities covered by this prospectus may be sold directly by us to investors, through agents\ndesignated by us from time to time or through underwriters or dealers at prices and on terms to be determined at the time of offering. We will include in an applicable prospectus supplement the names of any underwriters or agents and any applicable\ncommissions or discounts. Additional information on the methods of sale appears under “Plan of Distribution” in this prospectus. We will also describe in an applicable prospectus supplement the way(s) in which we expect to use the\nnet proceeds we receive from any sale.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved\nof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This\nprospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.

The date of this prospectus is August 8, 2024.

Table of Contents


	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
ABOUT THE COMPANY		7
RISK FACTORS		10
USE OF PROCEEDS		11
DIVIDEND POLICY		12
GENERAL DESCRIPTION OF SECURITIES		13
DESCRIPTION OF CAPITAL STOCK		14
DESCRIPTION OF DEBT SECURITIES		21
DESCRIPTION OF WARRANTS		28
DESCRIPTION OF UNITS		29
PLAN OF DISTRIBUTION		32
LEGAL MATTERS		35
EXPERTS		35

You should rely only on the information contained or incorporated by reference in this prospectus and in an applicable\nprospectus supplement to this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different, additional or inconsistent information, you should not rely on it. We\ndo not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these securities or soliciting any offer to buy these securities in any\njurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any applicable prospectus supplement or any free writing prospectus we authorize to be delivered to you is accurate only as\nof the date of that document or any other date set forth in that document. Additionally, any information we have incorporated by reference in this prospectus or in any applicable prospectus supplement is accurate only as of the date of the document\nincorporated by reference or other date set forth in that document, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any sale of securities. Our business, financial condition, results of operations, cash\nflow and prospects may have changed since that date.

On December 29, 2022, we acquired Disc Medicine Opco, Inc. (formerly Disc Medicine,\nInc.), or Private Disc, pursuant to an agreement and plan of merger, or the Merger, and we changed our name to Disc Medicine, Inc. on December 29, 2022. As used in this prospectus, unless the context otherwise requires, references to\n“Disc,” the “Company,” “we,” “us” and “our” refer to (i) prior to the date of the Merger, Private Disc, and its wholly owned, consolidated subsidiaries, or either or all of them as the\ncontext may require, and (ii) following the date of the Merger, Disc Medicine, Inc., and its wholly owned, consolidated subsidiaries, or either or all of them as the context may require.

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement on Form S-3 that we have filed with the\nSecurities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act.

Under this process, we may sell the securities described in this prospectus in one or more offerings. This prospectus describes the general manner in which we\nmay offer the securities described in this prospectus. Each time we sell securities pursuant to this registration statement, we will provide a prospectus supplement that will contain specific information about the offering and the securities\noffered, and may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. If there is\nany inconsistency between information in this prospectus and any accompanying prospectus supplement or free writing prospectus, you should rely on the information in the most recent applicable prospectus supplement or free writing prospectus and\ndocuments incorporated by reference herein and therein. This prospectus may not be used to offer to sell, solicit an offer to buy or consummate a sale of our securities unless it is accompanied by a prospectus supplement.

This prospectus, together with any accompanying prospectus supplement together with any additional information incorporated by reference, contains important\ninformation you should know before investing in our securities, including important information about us and the securities being offered. You should carefully read both documents, as well as the additional information contained in the documents\ndescribed under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in both this prospectus and the applicable prospectus supplement, and in particular the annual,\nquarterly and current reports and other documents we file with the SEC. Neither this prospectus nor any accompanying prospectus supplement is an offer to sell these securities or is soliciting an offer to buy these securities in any jurisdiction\nwhere the offer or sale is not permitted.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the\nSecurities Act, with respect to the securities offered by this prospectus and any applicable prospectus supplement. This prospectus and the applicable prospectus supplement do not contain all of the information set forth in the registration\nstatement and its exhibits and schedules in accordance with SEC rules and regulations. For further information with respect to us and the securities being offered by this prospectus and the applicable prospectus supplement, you should read the\nregistration statement, including its exhibits and schedules. Statements contained in this prospectus and the applicable prospectus supplement, including documents that we have incorporated by reference, as to the contents of any contract or other\ndocument referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement or any other such document, each such statement is qualified in all respects by reference to the\ncorresponding exhibit. You should review the complete contract or other document to evaluate these statements. You may obtain copies of the registration statement and its exhibits via the SEC’s EDGAR database or our website.

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the U.S. Securities Exchange Act of 1934, as amended,\nor the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. You may obtain documents that we file with the SEC\nat www.sec.gov.

We also make these documents available on our website at www.discmedicine.com. Our website and the information contained or\nconnected to our website is not incorporated by reference in this prospectus or any prospectus supplement, and you should not consider it part of this prospectus or any prospectus supplement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

SEC rules permit us to incorporate information by reference in this prospectus and any applicable prospectus supplement. This means that we can disclose\nimportant information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and any applicable prospectus supplement, except for information\nsuperseded by information contained in this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and any applicable prospectus supplement incorporate by reference the documents\nset forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition.

\n\n\n\n\n

•

Annual Report on Form 10-K for the fiscal year ended December 31,\n2023, filed with the SEC on March 21, 2024;

\n\n\n\n\n

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Quarterly Reports on Form 10-Q for the quarters ended\nMarch 31, 2024 and June 30, 2024, filed with the SEC on May \n9, 2024 and August 8, 2024, respectively;

\n\n\n\n\n

•

Current Reports on Form 8-K filed with the SEC on February 7,\n 2024, April \n2, 2024, June \n14, 2024, June \n14, 2024 (in each case, excluding information furnished pursuant to Item 7.01) and June 14, 2024; and\n

\n\n\n\n\n

•

The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on August 10, 2020, and as set forth by the description of the\nRegistrant’s common stock set forth in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for\nthe year ended December 31, 2021, filed with the SEC on March 10, 2022, and as further supplemented by\nthe description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form S-4/A, filed with the SEC on December 1,\n 2022, including any amendments or reports filed for the purpose of updating such description.

All documents that we file (but not\nthose that we furnish) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement shall\nbe deemed to be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus, and any previously filed documents. All documents that we file (but not those that we furnish) pursuant to\nSection 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the termination of the offering of any of the securities covered under this prospectus shall be deemed to be incorporated by reference\ninto this prospectus and will automatically update and supersede the information in this prospectus, the applicable prospectus supplement and any previously filed documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this prospectus or the applicable prospectus\nsupplement shall be deemed to be modified or superseded for purposes of this prospectus and such applicable prospectus supplement to the extent that a statement contained in this prospectus or such applicable prospectus supplement, or in any other\nsubsequently filed document which also is or is deemed to be incorporated by reference in this prospectus and such applicable prospectus supplement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be\ndeemed, except as so modified or superseded, to constitute a part of this prospectus or such applicable prospectus supplement.

Documents incorporated by\nreference are available from us without charge, excluding all exhibits unless specifically incorporated by reference as an exhibit to this prospectus and the applicable prospectus supplement.

Prospective investors may obtain documents incorporated by reference in this prospectus and the applicable\nprospectus supplement at no cost by requesting them in writing or by telephone from us at our executive offices at:

Disc Medicine, Inc.\n

321 Arsenal Street, Suite 101

Watertown, MA 02472

Attention:\nInvestor Relations

(617) 674-9274

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, together with any accompanying prospectus supplement, includes and incorporates by reference “forward-looking statements” within\nthe meaning of the U.S. Private Securities Litigation Reform Act of 1995 and releases issued by the SEC and within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements\nof historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plan, objectives of management and expected market growth, are\nforward-looking statements. You can identify these forward-looking statements by the use of words such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,”\n“could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,”\n“potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future\ntrends, or the negative of these terms or other comparable terminology. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results\nto differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and include, among other things:

\n\n\n\n\n

•

the initiation, timing, progress, results, and cost of our research and development programs and our current and\nfuture preclinical studies and clinical trials, including our ongoing Phase 1b/2 clinical trials of DISC-0974 and our ongoing Phase 1 clinical trial of DISC-3405, and including statements regarding the timing of initiation and completion of studies\nor trials and related preparatory work, the period during which the results of the trials will become available, and our research and development programs;

\n\n\n\n\n

•

our ability to efficiently discover and develop product candidates;

\n\n\n\n\n

•

our ability and the potential to successfully manufacture our drug substances and product candidates for\npreclinical use, for clinical trials and on a larger scale for commercial use, if approved;

\n\n\n\n\n

•

our ability to obtain funding for our operations necessary to complete further development and commercialization\nof our product candidates;

\n\n\n\n\n

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our ability to obtain and maintain regulatory approval of our product candidates;

\n\n\n\n\n

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our ability to commercialize our products, if approved;

\n\n\n\n\n

•

the pricing and reimbursement of our product candidates, if approved;

\n\n\n\n\n

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the implementation of our business model, and strategic plans for our business and product candidates;\n

\n\n\n\n\n

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the scope of protection we are able to establish and maintain for intellectual property rights covering our\nproduct candidates;

\n\n\n\n\n

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estimates of our future expenses, revenues, capital requirements, and our needs for additional financing;\n

\n\n\n\n\n

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the potential benefits of strategic collaboration agreements, our ability to enter into strategic collaborations\nor arrangements, and our ability to attract collaborators with development, regulatory and commercialization expertise;

\n\n\n\n\n

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future agreements with third parties in connection with the commercialization of product candidates and any other\napproved product;

\n\n\n\n\n

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the size and growth potential of the markets for our product candidates, and our ability to serve those markets;\n

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our financial performance;

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the rate and degree of market acceptance of our product candidates;

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regulatory developments in the United States and foreign countries;

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our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;\n

\n\n\n\n\n

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our ability to produce our products or product candidates with advantages in turnaround times or manufacturing\ncost;

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the success of competing therapies that are or may become available;

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our ability to attract and retain key scientific or management personnel;

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the impact of laws and regulations;

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developments relating to our competitors and our industry;

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the impact of global economic and political developments on our business, including rising inflation and capital\nmarket disruptions, the current conflicts between Russia and Ukraine and between Israel and Hamas, economic sanctions and economic slowdowns or recessions that may result from such developments which could harm our research and development efforts\nas well as the value of our common stock and our ability to access capital markets; and

\n\n\n\n\n

•

other risks and uncertainties, including those listed under the caption “Risk Factors.”\n

These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and\nother factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In evaluating such forward-looking\nstatements, you should specifically consider various factors that may cause actual results to differ materially from current expectations, including the risks outlined under the heading “Risk Factors” contained in this prospectus\nand any related prospectus supplement or free writing prospectus, and in any other documents incorporated herein or therein (including in our most recent annual report on Form 10-K, subsequent quarterly\nreports on Form 10-Q and other filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act). Any forward-looking statement in this prospectus or any related prospectus\nsupplement or free writing prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given\nthese uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes\navailable in the future.

Market and Industry Data and Estimates

This prospectus, together with any accompanying prospectus supplement and the information incorporated herein or therein by reference, also contains estimates,\nprojections and other information concerning our industry, our business and the markets for our product candidates, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical\nconditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this\ninformation. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government\ndata and similar sources. We have not independently verified the accuracy and completeness of such data, and in some cases, we do not expressly refer to the sources from which these data are derived.

Trademarks

Disc Medicine, Inc., the Disc logo and our\nother registered or common law trademarks, trade names or service marks appearing in this prospectus are owned by us. This prospectus, any applicable prospectus supplement or

\nany information incorporated herein or therein may contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred\nto in this prospectus, including logos, artwork and other visual displays, generally appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that we\nwill not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a\nrelationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing\nprospectus are the property of their respective owners.

ABOUT THE COMPANY

The following highlights information about the Registrant and our business contained elsewhere or incorporated by reference in this prospectus. It is not\ncomplete and does not contain all of the information that you should consider before investing in any of our securities. You should carefully read this prospectus together with the more detailed information incorporated by reference in this\nprospectus.

Overview

We are a clinical-stage\nbiopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases. We have assembled a portfolio of clinical and preclinical product candidates that\naim to modify fundamental biological pathways associated with the formation and function of red blood cells, specifically heme biosynthesis and iron homeostasis. Our current pipeline includes bitopertin for the treatment of erythropoietic\nporphyrias, or EPs, including erythropoietic protoporphyria, or EPP, and X-linked protoporphyria, or XLP, and Diamond-Blackfan Anemia, or DBA; DISC-0974 for the treatment of anemia of myelofibrosis, or MF, and\nanemia of chronic kidney disease, or CKD; and DISC-3405 (formerly MWTX-003) for the treatment of polycythemia vera, or PV, and other hematologic disorders. In addition, our preclinical programs also include\nDISC-0998, for the treatment of anemia associated with inflammatory diseases. Our approach to product candidate development leverages well-understood molecular mechanisms that have been validated in humans. We believe that each of our product\ncandidates, if approved, has the potential to improve the lives of patients suffering from hematologic diseases.

Bitopertin is the lead product candidate\nin our heme biosynthesis modulation portfolio. Bitopertin was previously evaluated by F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., or collectively, Roche, in a\ncomprehensive clinical program in over 4,000 individuals in other indications which demonstrated the activity of bitopertin as a glycine transporter 1, or GlyT1, inhibitor and its effect on heme biosynthesis. We are initially developing bitopertin\nfor the treatment of EPs, including EPP and XLP. In July 2022, we initiated BEACON, a Phase 2 open-label, parallel-dose clinical trial of bitopertin in EPP and XLP patients that is being conducted at sites in Australia. In October 2022, we initiated\nAURORA, a Phase 2, randomized, double-blind, placebo-controlled clinical trial of bitopertin in EPP patients that is being conducted at sites in the United States. We presented interim data from BEACON in June and December 2023, and we presented\ntopline data from AURORA in April 2024. Additional analyses of the BEACON and AURORA trials were presented in June 2024. We expect to have regulatory interactions to define optimal registrational endpoints moving forward in EPP in the second half of\n2024. We entered into a collaborative research and development agreement with the National Institutes of Health, or NIH, to conduct an NIH-sponsored clinical trial of bitopertin in DBA. The FDA authorized the\nclinical trial to proceed and the trial began in July 2023. We are planning additional trials of bitopertin in other indications.

DISC-0974 is the lead\nproduct candidate in our iron homeostasis portfolio and was in-licensed from AbbVie Deutschland GmbH & Co. KG, or AbbVie. DISC-0974 is designed to suppress hepcidin production and increase serum iron\nlevels. We submitted an IND to the FDA for DISC-0974 in June 2021, received clearance in July 2021, and participants completed a Phase 1 clinical trial in healthy volunteers in the U.S. in June 2022 with results showing an acceptable tolerability\nprofile and evidence of target engagement, iron mobilization and augmented erythropoiesis. We initiated a Phase 1b/2 clinical trial in June 2022 in patients with anemia of MF, and initiated a separate Phase 1b/2 clinical trial in February 2023 in\npatients with non-dialysis dependent CKD and anemia. We presented interim data from both of these trials in December 2023 and presented additional interim data for anemia of MF in June 2024, including safety\nand changes in hepcidin, iron, and hemoglobin levels for additional patients, as well as longer follow-up. We anticipate presenting additional interim data for\nnon-dialysis dependent CKD and anemia in second half of 2024. In addition, we are developing a preclinical anti-hemojuvelin, or HJV, monoclonal antibody, DISC-0998, which also targets hepcidin suppression and\nwas

in-licensed from AbbVie. DISC-0998 is designed to increase serum iron levels and has an extended serum\nhalf-life as compared to DISC-0974. We believe this profile may be desirable in certain subsets of patients with anemia associated with inflammatory diseases.

Lastly, we are developing DISC-3405, a monoclonal antibody against Transmembrane Serine Protease 6, or\nTMPRSS6, that we licensed from Mabwell Therapeutics, Inc., or Mabwell. DISC-3405 is part of our iron homeostasis portfolio and is designed to induce hepcidin production and reduce serum iron levels. An IND for DISC-3405 was cleared by the FDA, and a\nPhase 1 clinical trial in healthy adult volunteers was initiated in October 2023. Interim data was presented from the single-ascending dose (SAD) portion of the Phase 1 clinical trial of DISC-3405 in healthy volunteers in June 2024. We anticipate\npresenting data from the multiple-ascending dose (MAD) portion of the Phase 1 healthy volunteer study of DISC-3405 in the fourth quarter of 2024. We expect to develop DISC-3405 for the treatment of PV and other hematologic disorders.

Merger with Gemini

On August 9, 2022, Gemini\nTherapeutics, Inc., a Delaware corporation (“Gemini”), Gemstone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gemini (“Merger Sub”), and Disc Medicine, Inc., a Delaware corporation (“Private\nDisc”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). The merger was completed on December 29, 2022. In accordance with the Merger Agreement, the Merger Sub merged with and into\nPrivate Disc, with Private Disc surviving as a wholly-owned subsidiary of the Company (the “merger”). Gemini changed its name to Disc Medicine Inc., and Private Disc, which remains as a wholly-owned subsidiary of the Company, changed its\nname to Disc Medicine Opco, Inc. On December 30, 2022, the combined company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “IRON.”

Except as otherwise indicated, references herein to “Disc,” the “Company,” or the “combined company”, refer to Disc\nMedicine, Inc. on a post-merger basis, and the term “Private Disc” refers to the business of privately-held Disc Medicine, Inc., prior to completion of the merger. References to Gemini refer to Gemini Therapeutics, Inc. prior to\ncompletion of the merger.

Corporate Information

Disc Medicine, Inc. was originally incorporated under the laws of the state of Delaware in October 2017, and changed its name to Disc Medicine Opco, Inc., or\nDisc Opco, in December 2022. On December 29, 2022, we completed our business combination with Gemini, in accordance with the terms of the Merger Agreement, pursuant to which, among other matters, Merger Sub merged with and into Disc Opco, with\nDisc Opco continuing as a wholly owned subsidiary of us and the surviving corporation of the merger, or the Merger. In connection with the closing of the Merger, Gemini changed its name to Disc Medicine, Inc.

Our principal executive offices are located at 321 Arsenal Street, Suite 101, Watertown, MA 02472, and our telephone number is (617) 674-9274. Our website address is www.discmedicine.com. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be\naccessed through, our website as part of this prospectus. Our common stock is listed on Nasdaq under the symbol “IRON.”

Our Annual Reports on\nForm 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished\npursuant to Section 13(a) or 15(d) of the Exchange Act are available, free of charge, on or through our website as soon as reasonably practicable after such reports and amendments are electronically filed with or furnished to the SEC. The SEC\nmaintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov.

For\nadditional information about our Company, please refer to other documents we have filed with the SEC and that are incorporated by reference into this prospectus, as listed under the heading “Incorporation of Certain Information by\nReference.”

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”).\nAs an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

\n\n\n\n\n

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being permitted to only disclose two years of audited financial statements in addition to any required unaudited\ninterim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

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reduced disclosure about our executive compensation arrangements;

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not being required to hold advisory votes on executive compensation or to obtain stockholder approval of any\ngolden parachute arrangements not previously approved; and

\n\n\n\n\n

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an exemption from the auditor attestation requirement in the assessment of our internal control over financial\nreporting.

We may take advantage of these exemptions until the end of the fiscal year following the fifth anniversary of our initial\npublic offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross\nrevenue of $1.235 billion or more; (ii) December 31, 2025; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the last day of the fiscal year in\nwhich we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June\n30th. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus supplement. Accordingly, the information contained herein may be different from the\ninformation you receive from other public companies in which you hold stock. Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation, omitting an auditor’s\nattestation report on our system of internal controls over financial reporting otherwise required by Section 404(b) of the Sarbanes-Oxley Act of 2002.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no\nlonger an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our common stock held by\nnon-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal\nyear and our common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.

RISK FACTORS

Investing in our securities involves certain risks. Before you invest in any of our common stock, preferred stock, debt securities, warrants or units, in\naddition to the other information included in, or incorporated by reference into, this prospectus, you should carefully consider the risk factors contained in our most recent Annual Report on Form 10-K, which\nis on file with the SEC and is incorporated herein by reference, as updated by our subsequent annual, quarterly and other reports we file with the SEC, as well as any amendments thereto, which are incorporated by reference into this prospectus. See\n“Where You Can Find More Information” for information about how to obtain a copy of these documents. You should also carefully consider the risks and other information that may be contained in, or incorporated by reference into,\nany prospectus supplement relating to specific offerings of securities.

USE OF PROCEEDS

Unless otherwise described in the applicable prospectus supplement, we intend to use the net proceeds from the sale of any securities described in this\nprospectus for general corporate purposes, which may include research and development and preclinical and clinical development costs to support the advancement of our product candidates; working capital; capital expenditures; general and\nadministrative expenses; and other general corporate purposes.

We may set forth additional information concerning our expected use of net proceeds from\nsales of securities in the applicable prospectus supplement relating to the specific offering. Pending use of net proceeds as described above, we may temporarily invest the net proceeds in a variety of capital preservation instruments, including\nhigh quality, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government, or may hold such proceeds as cash, until they are used for their stated purpose. We have not determined the amount of net\nproceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. Payment of\ncash dividends, if any, in the future will solely be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements,\nbusiness prospects and other factors our board of directors may deem relevant.

GENERAL DESCRIPTION OF SECURITIES

We may offer shares of common or preferred stock, various series of senior or subordinated debt securities, warrants, or units consisting of combinations of\nthe foregoing, in each case from time to time under this prospectus, together with the applicable prospectus supplement, at prices and on terms to be determined by market conditions at the time of offering. This prospectus provides you with a\ngeneral description of the securities we may offer. At the time we offer a particular type or series of securities, we will provide an applicable prospectus supplement describing the specific amounts, prices and other important terms of the\nsecurities, including, to the extent applicable:

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designation or classification;

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aggregate principal amount or aggregate offering price;

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voting or other rights;

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rates and times of payment of interest, dividends or other payments;

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liquidation preference;

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original issue discount;

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maturity;

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ranking;

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restrictive covenants;

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redemption, conversion, exercise, exchange, settlement or sinking fund terms, including prices or rates, and any\nprovisions for changes to or adjustments in such prices or rates and in the securities or other property receivable upon conversion, exercise, exchange or settlement;

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any securities exchange or market listing arrangements; and

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important U.S. federal income tax considerations.

This prospectus may not be used to offer or sell securities unless accompanied by an applicable prospectus supplement. The applicable prospectus supplement\nmay add, update or change information contained in this prospectus or in documents incorporated by reference in this prospectus. You should read the applicable prospectus supplement related to any securities being offered.

We may sell the securities to or through underwriters, dealers or agents, directly to purchasers or through a combination of any of these methods of sale or\nas otherwise set forth under “Plan of Distribution”. We and our underwriters, dealers or agents reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through\nunderwriters or agents, we will include in the applicable prospectus supplement (i) the names of the underwriters or agents and applicable fees, discounts and commissions to be paid to them; (ii) details regarding over-allotment options,\nif any; and (iii) net proceeds to us.

The following descriptions are not complete and may not contain all the information you should consider before\ninvesting in any securities we may offer hereunder; they are summarized from, and qualified by reference to, our amended and restated certificate of incorporation, amended and restated bylaws and the other documents referred to in the descriptions,\nall of which are or will be publicly filed with the SEC, as applicable. See “Where You Can Find More Information.”

DESCRIPTION OF CAPITAL STOCK

The following summary description of our common stock and preferred stock, together with the additional information we include in any applicable prospectus\nsupplements, summarizes the material terms and provisions of our capital stock. The following description of our capital stock is intended as a summary only, does not purport to be complete and is subject to, and qualified in its entirety by, our\namended and restated certificate of incorporation and amended and restated bylaws, which are exhibits to the registration statement of which this prospectus forms a part, and by applicable law. The terms of our common stock and preferred stock may\nalso be affected by Delaware law.

Authorized Capital Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value\n$0.0001 per share, all of which preferred stock is undesignated. As of June 30, 2024, we had 29,707,997 shares of our common stock outstanding and no shares of preferred stock outstanding. Unless our board of directors determines otherwise, we\nwill issue all shares of our capital stock in uncertificated form.

Common Stock

The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common\nstock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights\nof any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after\npayment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. When we issue shares of common stock under this prospectus, when issued and paid for, the shares will be validly issued, fully paid and non-assessable.

Exchange Listing

Our common stock is listed on The Nasdaq Global Market under the symbol “IRON.” On August 7, 2024, the closing price for our common stock, as\nreported on The Nasdaq Global Market, was $41.27 per share. As of June 30, 2024, we had estimated approximately 19 stockholders of record.

Transfer Agent and Registrar

The transfer agent\nand registrar for our common stock is Broadridge Corporate Issuer Solutions, LLC. The transfer agent and registrar’s address is 51 Mercedes Way, Edgewood, NY 11717.

Preferred Stock

Undesignated Preferred Stock\n

Our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one\nor more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking\nfund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of

\nour preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In\naddition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action. We have no shares of preferred stock outstanding, and we have no present plan to issue\nany shares of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock in one or more series and determine the number\nof shares in the series and its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. Examples of rights and preferences that our board of directors may fix are:

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dividend rights;

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dividend rates;

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conversion rights;

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voting rights;

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terms of redemption; and

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liquidation preferences.

The existence of authorized but unissued shares of undesignated preferred stock may enable our board of directors to render more difficult or to discourage an\nattempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best\ninterests of us or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the\nproposed acquirer, stockholder or stockholder group. The rights of holders of our common stock described above, will be subject to, and may be adversely affected by, the rights of any preferred stock that we may designate and issue in the future.\nThe issuance of shares of undesignated preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting\nrights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

Additional Series of Preferred\nStock

We will incorporate by reference as an exhibit to the registration statement, which includes this prospectus, the form of any certificate of\ndesignation that describes the terms of any additional series of preferred stock we may offer pursuant to this prospectus. This description and the applicable prospectus supplement will include:

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the title and stated value;

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the number of shares authorized;

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the liquidation preference per share;

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the purchase price;

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the dividend rate, period and payment date, and method of calculation for dividends;

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whether dividends will be cumulative or non-cumulative and, if\ncumulative, the date from which dividends will accumulate;

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the procedures for any auction and remarketing, if any;

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the provisions for a sinking fund, if any;

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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those\nredemption and repurchase rights;

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any listing of the preferred stock on any securities exchange or market;

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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price,\nor how it will be calculated, and the conversion period;

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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or\nhow it will be calculated, and the exchange period;

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voting rights, if any, of the preferred stock;

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preemptive rights, if any;

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restrictions on transfer, sale or other assignment, if any;

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whether interests in the preferred stock will be represented by depositary shares;

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a discussion of any material United States federal income tax considerations applicable to the preferred stock;\n

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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate,\ndissolve or wind up our affairs;

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any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the\nseries of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and

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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.\n

When we issue shares of preferred stock under this prospectus, the shares will fully be paid and nonassessable and will not be subject\nto any preemptive or similar rights.

Registration Rights

The holders of an estimated 5.0 million shares of our common stock, or their transferees, are entitled to the registration rights set forth below with\nrespect to registration of the resale of such shares under the Securities Act pursuant to the investors’ rights agreement, by and among us and certain of our stockholders. Generally, in an underwritten offering, the managing underwriter, if\nany, has the right, subject to specified conditions and limitations, to limit the number of shares the holders may include.

2022 Registration\nRights Agreement

We are party to a registration rights agreement, or the 2022 Registration Rights Agreement, with certain holders of our capital\nstock, or the 2022 Investors, pursuant to which we (i) agreed to register for resale shares of our common stock issued to the 2022 Investors pursuant to the Merger Agreement, or the Registrable Securities, and (ii) granted certain other\nregistration rights to the 2022 Investors.

In particular, the 2022 Registration Rights Agreement provides for the following registration rights:

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Shelf registration rights. Following the completion of the merger as contemplated by the Merger Agreement,\nwe were required to file with the SEC, a shelf registration statement registering the resale of the Registrable Securities, and use our commercially reasonable efforts to have such registration statement declared effective by the SEC as promptly as\npossible.

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Expenses and indemnification. The fees, costs and expenses of registrations pursuant to the registration\nrights granted to the 2022 Investors under the 2022 Registration Rights Agreement will be borne by us. The 2022 Registration Rights Agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify holders of\nRegistrable Securities in the event of material misstatements or omissions in the registration statement attributable to us, and holders of Registrable Securities are obligated to indemnify us for material misstatements or omissions attributable to\nthem.

2021 Registration Rights Agreement

We are a party to a registration rights agreement, or the 2021 Registration Rights Agreement, pursuant to which, among other things, certain holders of capital\nstock, including certain investors of FS Development Corporation, a Delaware corporation, or the FSDC Investors, certain entities affiliated with Atlas Ventures, entities affiliated with Lightstone Ventures, OrbiMed Private Investments VI, LP, and\nWu Capital Investment LLC, or collectively, the Major Investors and together with the FSDC Investors, the Investors, were granted certain registration rights with respect to Registrable Securities, as defined in the 2021 Registration Rights\nAgreement, held by them, subject to certain conditions and limitations.

In particular, the 2021 Registration Rights Agreement provides for the following\nregistration rights:

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Demand registration rights. We are required, upon the written request of either (i) FSDC Investors\nholding a majority of the Registrable Securities held by all FSDC Investors or (ii) Major Investors holding a majority of the Registrable Securities held by all Major Investors, to file a registration statement under the Securities Act on Form S-1 or any similar long-form registration statement or, if then available, on Form S-3, and use reasonable best efforts to effect the registration of all or part of their\nregistrable securities requested to be included in such registration by the Investors.

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Shelf registration rights. A shelf registration statement pursuant to Rule 415 of Securities Act, was\nfiled on February 17, 2021 and became effective on April 28, 2021. At any time we have an effective shelf registration statement, if we receive a request from Investors holding registrable securities with an estimated market value of at\nleast $5,000,000, to effect an underwritten shelf takedown, we shall use our reasonable best efforts to as expeditiously as possible effect the underwritten shelf takedown.

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Limits on demand registration rights and shelf registration rights. We shall not be obligated to effect:\n(a) more than one (1) demand registration or underwritten shelf takedown during any six-month period; (b) any demand registration at any time there is an effective resale shelf registration\nstatement on file with the SEC; (c) more than two underwritten demand registrations in respect of all registrable securities held by the FSDC Investors, including those made under a shelf registration statement, or (d) more than two\nunderwritten demand registrations in respect of all registrable securities held by the Major Investors, including those made under a shelf registration statement.

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Piggyback registration rights. At any time after the first anniversary of the closing date, if we propose\nto file a registration statement to register any of our equity securities under the Securities Act or to conduct a public offering, either for our own account or for the account of any other person, subject to certain exceptions, the Investors are\nentitled to include their registrable securities in such registration statement, subject to customary cut-back rights.

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Expenses and indemnification. All fees, costs and expenses of underwritten registrations will be borne by\nus and underwriting discounts and selling commissions will be borne by the holders of the shares being registered. The 2021 Registration Rights Agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify\nholders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to us, and holders of registrable securities are obligated to indemnify us for material misstatements or omissions\nattributable to them.

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Registrable securities. Securities of ours shall cease to be registrable securities upon the earlier of\n(i) tenth anniversary of February 5, 2021 and (ii) the date as of which (1) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have\nbeen disposed of in accordance with such registration statement, or (2) such securities shall have been transferred pursuant to Rule 144 of the Securities Act, or with respect to any Investor, securities of such Investor shall cease to be\nregistrable securities, on the earlier of (x) the date such Investor ceases to hold at least 1% of the registrable securities or (y) if such Investor is an individual and such Investor is a director or an executive officer of Disc or FS\nDevelopment

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\nCorporation as of immediately prior to the consummation of the business combination, the date when such Investor is permitted to sell the Registrable Securities under Rule 144 (or any similar\nprovision) under the Securities Act without limitation on the amount of securities sold or the manner of sale.

Authorized but\nUnissued Capital Stock

The Delaware General Corporation Law does not require stockholder approval for any issuance of authorized shares. However, the\nlisting requirements of Nasdaq, which would apply so long as our common stock remains listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of\nshares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to\npersons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our\nmanagement and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Anti-Takeover Effects of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware Law

Certain provisions of Delaware law and our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could\nmake the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could\nmake it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our\nshares.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are\nalso designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or\nunsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Delaware anti-takeover statute

We are not\ngoverned by Section 203 of the Delaware General Corporation Law.

Undesignated preferred stock

The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or\npreferences that could impede the success of any attempt to effect a change in control of our company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

Special stockholder meetings

Our amended and\nrestated certificate of incorporation provides that a special meeting of stockholders may be called at any time by our board of directors, but such special meetings may not be called by the stockholders or any other person or persons.

Requirements for advance notification of stockholder nominations and proposals

Our amended and restated bylaws contain advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as\ndirectors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors.

No stockholder\naction by written consent

Our amended and restated certificate of incorporation does not allow stockholders to act by written consent without a\nmeeting.

Classified board; election and removal of directors; filling vacancies

Our board of directors is divided into three classes, divided as nearly as equal in number as possible. The directors in each class serve for a three-year\nterm, one class being elected each year by our stockholders, with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective\nthree-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of\nincorporation provides for the removal of any of our directors only for cause and requires a stockholder vote by the holders of at least 66-2/3% of the voting power of the then outstanding voting stock. Any\nvacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of the board, may only be filled by a resolution of the board of directors.

This system of electing and removing directors and filling vacancies may tend to discourage a third party from making a tender offer or otherwise attempting\nto obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors.

Choice of forum\n

Our amended and restated certificate of incorporation and amended and restated bylaws provide that, unless we consent in writing to the selection\nof an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on our behalf;\nany action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, employees or stockholders to us or to our stockholders; any action asserting a claim against us arising pursuant to the Delaware General Corporation\nLaw, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of\nincorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. As a result, any action brought by any of our stockholders with regard to any of these matters will need\nto be filed in the Court of Chancery of the State of Delaware and cannot be filed in any other jurisdiction; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or\nthe Securities Act. In addition, unless we consent in writing to the selection of an alternative forum, the United States District Court for the District of Massachusetts will be the sole and exclusive forum for resolving any action asserting a\nclaim arising under the Securities Act. Such provision is intended to benefit and may be enforced by us, our officers and directors, employees and agents, including the underwriters and any other professional or entity who has prepared or certified\nany part of this prospectus. Nothing in our amended and restated certificate of incorporation and amended and restated bylaws preclude stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court,\nsubject to applicable law.

Although our amended and restated certificate of incorporation and amended and restated bylaws contain the choice of forum\nprovision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum\nthat it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims or make such lawsuits more costly for stockholders, although our stockholders\nwill not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Amendment of charter\nprovisions or bylaws

Our amended and restated bylaws may be amended or repealed by our board of directors or by the affirmative vote of the\nholders of not less than two-thirds of the voting power of all of the shares of the capital stock of our Company entitled to vote on such amendment or repeal, voting as one class; provided, however, that if\nour board of directors recommends that stockholders approve such amendment or repeal, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or\nrepeal, voting together as a single class. The affirmative vote of the holders of the majority of the outstanding shares of capital stock of our Company entitled to vote thereon as a class, and the affirmative vote of the holders of a majority of\nthe outstanding shares of each class entitled to vote thereon as a class voting together as a single class, will be required to amend certain provisions of our amended and restated certificate of incorporation.

The provisions of the Delaware General Corporation Law, our amended and restated certificate of incorporation and our amended and restated bylaws could have\nthe effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These\nprovisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

DESCRIPTION OF DEBT SECURITIES

This section describes the general terms and provisions of our debt securities that we may issue from time to time. We may issue debt securities, in one or\nmore series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, the applicable\nprospectus supplement or free writing prospectus will describe the specific terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement\nor free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a\nparticular series of debt securities.

We will issue any senior debt securities under the senior indenture that we will enter into with the trustee named\nin the senior indenture. We will issue any subordinated debt securities under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the\nregistration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this\nprospectus is a part or will be incorporated by reference from reports that we file with the SEC.

The indentures will be qualified under the Trust\nIndenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.

The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and\nqualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus and any related free\nwriting prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete applicable indenture that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior\nindenture and the subordinated indenture are identical.

General

We will describe in the applicable prospectus supplement or free writing prospectus the terms of the series of debt securities being offered, including:

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the title;

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the principal amount being offered, and if a series, the total amount authorized and the total amount\noutstanding;

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any limit on the amount that may be issued;

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whether or not we will issue the series of debt securities in global form, and, if so, the terms and who the\ndepository will be;

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the maturity date;

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whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a\nperson who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

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the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date\ninterest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;\n

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the terms of the subordination of any series of subordinated debt;

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the place where payments will be payable;

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restrictions on transfer, sale or other assignment, if any;

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our right, if any, to defer payment of interest and the maximum length of any such deferral period;\n

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the date, if any, after which, the conditions upon which, and the price at which, we may, at our option, redeem\nthe series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;

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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or\nanalogous fund provisions or otherwise, to redeem, or at the holder’s option, to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

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whether the indenture will restrict our ability to:

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incur additional indebtedness;

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issue additional securities;

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create liens;

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pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries;\n

\n\n\n\n\n

•

redeem capital stock;

\n\n\n\n\n

•

place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;\n

\n\n\n\n\n

•

make investments or other restricted payments;

\n\n\n\n\n

•

sell or otherwise dispose of assets;

\n\n\n\n\n

•

enter into sale-leaseback transactions;

\n\n\n\n\n

•

engage in transactions with stockholders or affiliates;

\n\n\n\n\n

•

issue or sell stock of our subsidiaries;

\n\n\n\n\n

•

effect a consolidation or merger;

\n\n\n\n\n

•

whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,\nasset-based or other financial ratios;

\n\n\n\n\n

•

a discussion of certain material or special United States federal income tax considerations applicable to the\ndebt securities;

\n\n\n\n\n

•

information describing any book-entry features;

\n\n\n\n\n

•

provisions for a sinking fund purchase or other analogous fund, if any;

\n\n\n\n\n

•

the applicability of the provisions in the indenture on discharge;

\n\n\n\n\n

•

whether the debt securities are to be offered at a price such that they will be deemed to be offered at an\n“original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;

\n\n\n\n\n

•

the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and\nany integral multiple thereof;

\n\n\n\n\n

•

the currency of payment of debt securities if other than U.S. dollars and the manner of determining the\nequivalent amount in U.S. dollars; and

\n\n\n\n\n

•

any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities,\nincluding any additional events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the\ndebt securities.

Conversion or Exchange Rights

We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities may be convertible into or\nexchangeable for our common stock, our preferred stock or other securities (including securities of a third-party). We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may\ninclude provisions pursuant to which the number of shares of our common stock, our preferred stock or other securities (including securities of a third-party) that the holders of the series of debt securities receive would be subject to adjustment.\n

Consolidation, Merger or Sale

Unless we provide\notherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the indentures will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or\notherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the debt securities are convertible\ninto or exchangeable for other securities of ours or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into securities\nthat the holders of the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.

Events\nof Default Under the Indenture

Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series\nof debt securities, the following are events of default under the indentures with respect to any series of debt securities that we may issue:

\n\n\n\n\n

•

if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment\nhas not been extended;

\n\n\n\n\n

•

if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable at maturity, upon\nredemption or repurchase or otherwise, and the time for payment has not been extended;

\n\n\n\n\n

•

if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other\nthan a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of\nthe applicable series; and

\n\n\n\n\n

•

if specified events of bankruptcy, insolvency or reorganization occur.

We will describe in each applicable prospectus supplement or free writing prospectus any additional events of default relating to the relevant series of debt\nsecurities.

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in\nthe last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare\nthe unpaid principal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the unpaid principal, premium, if any, and accrued interest,\nif any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may\nwaive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in\naccordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indentures, if an event of default\nunder an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities,\nunless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have the\nright to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

\n\n\n\n\n

•

the direction so given by the holder is not in conflict with any law or the applicable indenture; and\n

\n\n\n\n\n

•

subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it\nin personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the debt securities of\nany series will have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:

\n\n\n\n\n

•

the holder has given written notice to the trustee of a continuing event of default with respect to that series;\n

\n\n\n\n\n

•

the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have\nmade written request, and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any loss, liability or expense or to be incurred in compliance with instituting the proceeding as trustee; and\n

\n\n\n\n\n

•

the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate\nprincipal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest\non, the debt securities, or other defaults that may be specified in the applicable prospectus supplement or free writing prospectus.

We will periodically\nfile statements with the trustee regarding our compliance with specified covenants in the indentures.

Modification of Indenture; Waiver

Subject to the terms of the indenture for any series of debt securities that we may issue, we and the trustee may change an indenture without the consent of\nany holders with respect to the following specific matters:

\n\n\n\n\n

•

to fix any ambiguity, defect or inconsistency in the indenture;

\n\n\n\n\n

•

to comply with the provisions described above under “Description of Debt Securities-Consolidation,\nMerger or Sale;”

\n\n\n\n\n

•

to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust\nIndenture Act;

\n\n\n\n\n

•

to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms,\nor purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;

\n\n\n\n\n

•

to provide for the issuance of and establish the form and terms and conditions of the debt securities of any\nseries as provided under “Description of Debt Securities-General,” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the\nrights of the holders of any series of debt securities;

\n\n\n\n\n

•

to evidence and provide for the acceptance of appointment hereunder by a successor trustee;\n

\n\n\n\n\n

•

to provide for uncertificated debt securities and to make all appropriate changes for such purpose;\n

\n\n\n\n\n

•

to add to our covenants such new covenants, restrictions, conditions or provisions for the benefit of the\nholders, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred to us in the indenture; or\n

\n\n\n\n\n

•

to change anything that does not materially adversely affect the interests of any holder of debt securities of\nany series.

In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the\ntrustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, subject to the terms of the indenture for any series of debt securities\nthat we may issue or as otherwise provided in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any\noutstanding debt securities affected:

\n\n\n\n\n

•

extending the stated maturity of the series of debt securities;

\n\n\n\n\n

•

reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any\npremium payable upon the redemption or repurchase of any debt securities; or

\n\n\n\n\n

•

reducing the percentage of debt securities, the holders of which are required to consent to any amendment,\nsupplement, modification or waiver.

Discharge

Each indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement or free writing\nprospectus applicable to a particular series of debt securities, we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:

\n\n\n\n\n

•

\n\n\n\n\n

•

replace stolen, lost or mutilated debt securities of the series;

\n\n\n\n\n

•

maintain paying agencies;

\n\n\n\n\n

•

hold monies for payment in trust;

\n\n\n\n\n

•

recover excess money held by the trustee;

\n\n\n\n\n

•

compensate and indemnify the trustee; and

\n\n\n\n\n

•

appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any\npremium and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus\nsupplement or free writing prospectus, in denominations of $1,000

\nand any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited\nwith, or on behalf of, The Depository Trust Company or another depository named by us and identified in a prospectus supplement or free writing prospectus with respect to that series. At the option of the holder, subject to the terms of the\nindentures and the limitations applicable to global securities described in the applicable prospectus supplement or free writing prospectus, the holder of the debt securities of any series can exchange the debt securities for other debt securities\nof the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the\nlimitations applicable to global securities set forth in the applicable prospectus supplement or free writing prospectus, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or\nwith the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in\nthe debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement or free writing prospectus the security registrar, and any transfer agent in addition to the security\nregistrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except\nthat we will be required to maintain a transfer agent in each place of payment for the debt securities of each series. If we elect to redeem the debt securities of any series, we will not be required to:

\n\n\n\n\n

•

issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the\nopening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

\n\n\n\n\n

•

register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except\nthe unredeemed portion of any debt securities we are redeeming in part.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are\nspecifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.

Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt\nsecurities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying\nAgents

Unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will make payment of the interest on any\ndebt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us,\nexcept that unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate\nin the applicable prospectus supplement or

\nfree writing prospectus, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the\napplicable prospectus supplement or free writing prospectus any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a\nparticular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt\nsecurities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indentures and the debt securities\nwill be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

Ranking of Debt Securities

The subordinated debt\nsecurities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement or free writing prospectus. The subordinated indenture does not limit the amount of subordinated\ndebt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

The senior debt securities will rank\nequally in right of payment to all our other senior unsecured debt. The senior indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

DESCRIPTION OF WARRANTS

The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and\nprovisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular\nterms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below.\nSpecific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement, which includes this prospectus.

General

We may issue warrants for the purchase of common\nstock, preferred stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities.\n

We will evidence each series of warrants by warrant certificates that we will issue under a separate warrant agreement. We will enter into the warrant\nagreement with a warrant agent. We will indicate the name and address of the warrant agent in the applicable prospectus supplement relating to a particular series of warrants.

We will describe in the applicable prospectus supplement the terms of the series of warrants, including:

\n\n\n\n\n

•

the offering price and aggregate number of warrants offered;

\n\n\n\n\n

•

the currency for which the warrants may be purchased;

\n\n\n\n\n

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if applicable, the designation and terms of the securities with which the warrants are issued and the number of\nwarrants issued with each such security or each principal amount of such security;

\n\n\n\n\n

•

if applicable, the date on and after which the warrants and the related securities will be separately\ntransferable;

\n\n\n\n\n

•

in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon\nexercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

\n\n\n\n\n

•

in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or\npreferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;

\n\n\n\n\n

•

the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and\nthe warrants;

\n\n\n\n\n

•

the terms of any rights to redeem or call the warrants;

\n\n\n\n\n

•

any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise\nof the warrants;

\n\n\n\n\n

•

the periods during which, and places at which, the warrants are exercisable;

\n\n\n\n\n

•

the manner of exercise;

\n\n\n\n\n

•

the dates on which the right to exercise the warrants will commence and expire;

\n\n\n\n\n

•

the manner in which the warrant agreement and warrants may be modified;

\n\n\n\n\n

•

federal income tax consequences of holding or exercising the warrants;

\n\n\n\n\n

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the terms of the securities issuable upon exercise of the warrants; and

\n\n\n\n\n

•

any other specific terms, preferences, rights or limitations of or restrictions on the warrants.\n

DESCRIPTION OF UNITS

We may issue units comprised of shares of common stock, shares of preferred stock, debt securities and warrants in any combination. We may issue units in such\namounts and in as many distinct series as we wish. This section outlines certain provisions of the units that we may issue. If we issue units, they will be issued under one or more unit agreements to be entered into between us and a bank or other\nfinancial institution, as unit agent. The information described in this section may not be complete in all respects and is qualified entirely by reference to the unit agreement with respect to the units of any particular series. The specific terms\nof any series of units offered will be described in the applicable prospectus supplement. If so described in a particular supplement, the specific terms of any series of units may differ from the general description of terms presented below. We urge\nyou to read any prospectus supplement related to any series of units we may offer, as well as the complete unit agreement and unit certificate that contain the terms of the units. If we issue units, forms of unit agreements and unit certificates\nrelating to such units will be incorporated by reference as exhibits to the registration statement, which includes this prospectus.

Each unit that we may\nissue will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a\nunit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:

\n\n\n\n\n

•

the designation and terms of the units and of the securities comprising the units, including whether and under\nwhat circumstances those securities may be held or transferred separately;

\n\n\n\n\n

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any provisions of the governing unit agreement;

\n\n\n\n\n

•

the price or prices at which such units will be issued;

\n\n\n\n\n

•

the applicable United States federal income tax considerations relating to the units;

\n\n\n\n\n

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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities\ncomprising the units; and

\n\n\n\n\n

•

any other terms of the units and of the securities comprising the units.

The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Debt\nSecurities” and “Description of Warrants” will apply to the securities included in each unit, to the extent relevant and as may be updated in any prospectus supplements.

Issuance in Series

We may issue units in such amounts\nand in as many distinct series as we wish. This section summarizes terms of the units that apply generally to all series. Most of the financial and other specific terms of a particular series of units will be described in the applicable prospectus\nsupplement.

Unit Agreements

We will issue the units\nunder one or more unit agreements to be entered into between us and a bank or other financial institution, as unit agent. We may add, replace or terminate unit agents from time to time. We will identify the unit agreement under which each series of\nunits will be issued and the unit agent under that agreement in the applicable prospectus supplement.

The following provisions will generally apply to all unit agreements unless otherwise stated in the\napplicable prospectus supplement:

Modification without Consent

We and the applicable unit agent may amend any unit or unit agreement without the consent of any holder:

\n\n\n\n\n

•

to cure any ambiguity; any provisions of the governing unit agreement that differ from those described below;\n

\n\n\n\n\n

•

to correct or supplement any defective or inconsistent provision; or

\n\n\n\n\n

•

to make any other change that we believe is necessary or desirable and will not adversely affect the interests of\nthe affected holders in any material respect.

We do not need any approval to make changes that affect only units to be issued after the\nchanges take effect. We may also make changes that do not adversely affect a particular unit in any material respect, even if they adversely affect other units in a material respect. In those cases, we do not need to obtain the approval of the\nholder of the unaffected unit; we need only obtain any required approvals from the holders of the affected units.

Modification with Consent\n

We may not amend any particular unit or a unit agreement with respect to any particular unit unless we obtain the consent of the holder of that\nunit, if the amendment would:

\n\n\n\n\n

•

impair any right of the holder to exercise or enforce any right under a security included in the unit if the\nterms of that security require the consent of the holder to any changes that would impair the exercise or enforcement of that right; or

\n\n\n\n\n

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reduce the percentage of outstanding units or any series or class the consent of whose holders is required to\namend that series or class, or the applicable unit agreement with respect to that series or class, as described below.

Any other change\nto a particular unit agreement and the units issued under that agreement would require the following approval:

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If the change affects only the units of a particular series issued under that agreement, the change must be\napproved by the holders of a majority of the outstanding units of that series; or

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If the change affects the units of more than one series issued under that agreement, it must be approved by the\nholders of a majority of all outstanding units of all series affected by the change, with the units of all the affected series voting together as one class for this purpose.

These provisions regarding changes with majority approval also apply to changes affecting any securities issued under a unit agreement, as the governing\ndocument.

In each case, the required approval must be given by written consent.

Unit Agreements Will Not Be Qualified under Trust Indenture Act

No unit agreement will be qualified as an indenture, and no unit agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore,\nholders of units issued under unit agreements will not have the protections of the Trust Indenture Act with respect to their units.

Mergers and\nSimilar Transactions Permitted; No Restrictive Covenants or Events of Default

The unit agreements will not restrict our ability to merge or\nconsolidate with, or sell our assets to, another corporation or other entity or to engage in any other transactions. If at any time we merge or consolidate with, or

\nsell our assets substantially as an entirety to, another corporation or other entity, the successor entity will succeed to and assume our obligations under the unit agreements. We will then be\nrelieved of any further obligation under these agreements.

The unit agreements will not include any restrictions on our ability to put liens on our\nassets, nor will they restrict our ability to sell our assets. The unit agreements also will not provide for any events of default or remedies upon the occurrence of any events of default.

Governing Law

The unit agreements and the units\nwill be governed by New York law.

Form, Exchange and Transfer

We will issue each unit in global, i.e., book-entry, form only. Units in book-entry form will be represented by a global security registered in the name of a\ndepositary, which will be the holder of all the units represented by the global security. Those who own beneficial interests in a unit will do so through participants in the depositary’s system, and the rights of these indirect owners will be\ngoverned solely by the applicable procedures of the depositary and its participants. We will describe book-entry securities, and other terms regarding the issuance and registration of the units in the applicable prospectus supplement.

Each unit and all securities comprising the unit will be issued in the same form.

If we issue any units in registered, non-global form, the following will apply to them.

The units will be issued in the denominations stated in the applicable prospectus supplement. Holders may exchange their units for units of smaller\ndenominations or combined into fewer units of larger denominations, as long as the total amount is not changed.

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•

Holders may exchange or transfer their units at the office of the unit agent. Holders may also replace lost,\nstolen, destroyed or mutilated units at that office. We may appoint another entity to perform these functions or perform them ourselves.

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Holders will not be required to pay a service charge to transfer or exchange their units, but they may be\nrequired to pay for any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership.\nThe transfer agent may also require an indemnity before replacing any units.

\n\n\n\n\n

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If we have the right to redeem, accelerate or settle any units before their maturity, and we exercise our right\nas to less than all those units or other securities, we may block the exchange or transfer of those units during the period beginning 15 days before the day we mail the notice of exercise and ending on the day of that mailing, in order to freeze the\nlist of holders to prepare the mailing. We may also refuse to register transfers of or exchange any unit selected for early settlement, except that we will continue to permit transfers and exchanges of the unsettled portion of any unit being\npartially settled. We may also block the transfer or exchange of any unit in this manner if the unit includes securities that are or may be selected for early settlement.

Only the depositary will be entitled to transfer or exchange a unit in global form, since it will be the sole holder of the unit.

Payments and Notices

In making payments and\ngiving notices with respect to our units, we will follow the procedures as described in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

We may sell the offered securities in and outside the United States (1) through underwriters or dealers, (2) directly to one or more purchasers,\nincluding to a limited number of institutional purchasers, to a single purchaser or to our affiliates and stockholders, (3) through agents or (4) through a combination of any of these methods.

If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account and may be resold from\ntime to time in one or more transactions, including:

\n\n\n\n\n

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in one or more transactions at a fixed price or prices, which may be changed from time to time;\n

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in “at-the-market\nofferings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

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through a market maker or into an existing trading market on an exchange or otherwise;

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at prices related to those prevailing market prices; or

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at negotiated prices.

The applicable prospectus supplement will set forth the following information to the extent applicable:

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the terms of the offering;

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the names of any underwriters, dealers or agents;

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•

the name or names of any managing underwriter or underwriters;

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•

the purchase price of the securities;

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•

the net proceeds from the sale of the securities;

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•

any delayed delivery arrangements;

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•

any underwriting discounts, commissions and other items constituting underwriters’ compensation;\n

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•

any initial public offering price;

\n\n\n\n\n

•

any discounts or concessions allowed or reallowed or paid to dealers; and

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•

any commissions paid to agents.

Sale through Underwriters or Dealers

If any securities\nare offered through underwriters, the underwriters will acquire the securities for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying\nprices determined at the time of sale. Underwriters may offer and sell securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless\notherwise provided in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all of the offered securities if\nthey purchase any of them. In connection with the sale of securities, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and dealers may receive compensation from the underwriters in\nthe form of discounts or concessions. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

In order to facilitate the offering of securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the\nsecurities. Specifically, the underwriters may overallot in connection

\nwith the offering, creating a short position in the securities for their account. In addition, to cover overallotments or to stabilize the price of the shares, the underwriters may bid for, and\npurchase, shares in the open market. Finally, an underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed shares\nin transactions to cover syndicate short positions, in stabilization transactions, or otherwise. Any of these activities may stabilize or maintain the market price of the offered securities above independent market levels. The underwriters are not\nrequired to engage in these activities, and may discontinue any of these activities at any time.

Some or all of the securities that we offer through this\nprospectus may be new issues of securities with no established trading market. Any underwriters to whom we sell securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and they may\ndiscontinue any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities offered pursuant to this prospectus.

If any securities are offered through dealers, we will sell the securities to them as principals. They may then resell those securities to the public at\nvarying prices determined by the dealers at the time of resale.

Direct Sales and Sales through Agents

We may sell the securities directly to purchasers. If the securities are sold directly to institutional investors or others who may be deemed to be\nunderwriters within the meaning of the Securities Act with respect to any sale of those securities, we will describe the terms of any such sales in the applicable prospectus supplement. We may also sell the securities through agents designated from\ntime to time. Sales may be made by means of ordinary brokers’ transactions on The Nasdaq Global Market at market prices, in block transactions and such other transactions as agreed by us and any agent. In the applicable prospectus supplement,\nwe will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless otherwise provided in the applicable prospectus supplement, any agent will agree to use its reasonable\nbest efforts to solicit purchases for the period of its appointment.

At-the-Market Offerings

To the extent that we make sales through one or more underwriters or agents in\nat-the-market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at-the-market offering arrangement between us, on the one hand, and the underwriters or agents, on the other. If we engage in\nat-the-market sales pursuant to any such agreement, we will issue and sell our securities through one or more underwriters or agents, which may act on an agency basis or\na principal basis. During the term of any such agreement, we may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. Any such agreement will provide that any securities sold will be\nsold at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we\nmay agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase blocks of our common stock or other securities. The terms of any such agreement will be set forth in more detail in the applicable prospectus\nsupplement.

Remarketing Arrangements

Offered\nsecurities may also be offered and sold, if we so indicate in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or\nmore remarketing firms, acting as principals for their own accounts or as our agents. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus\nsupplement. Remarketing firms may be deemed to be underwriters of the offered securities under the Securities Act.

Delayed Delivery Contracts

If we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers by certain institutions to\npurchase securities from us pursuant to contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement will describe the conditions to those contracts and the commission payable for solicitation of\nthose contracts.

General Information

We may have\nagreements with the agents, dealers, underwriters and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers or\nunderwriters may be required to make. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

Each underwriter, dealer and agent participating in the distribution of any of the securities that are issuable in bearer form will agree that it will not\noffer, sell or deliver, directly or indirectly, securities in bearer form in the United States or to United States persons, other than qualifying financial institutions, during the restricted period, as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7).

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts. Additional legal matters may\nbe passed on for us, or any underwriters, dealers or agents by counsel we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Disc Medicine, Inc. appearing in Disc Medicine, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2023, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and\nincorporated herein by reference. Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of Ernst & Young LLP\npertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

\n\n\n $\"LOGO\"$ \n

6,000,000 Shares of Common Stock

PROSPECTUS SUPPLEMENT

Joint Book-Running Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Jefferies		Leerink Partners		Morgan Stanley		Cantor

Co Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


LifeSci Capital		BMO Capital Markets		H.C. Wainwright & Co.

October 20, 2026

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