GMTX SEC Filings - Gemini Therapeutics Inc- Annual Report, Proxy Statement, Prospectus

Basic Stats

CIK

1816736

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Gemini Therapeutics Inc

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

August 14, 2025	EX-99	EX-99 Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Sold Gross Proceeds Atlas Venture Fund X, L.
August 14, 2025	EX-99	EX-99 Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Sold Gross Proceeds Atlas Venture Fund X, L.
August 7, 2025	EX-99.1	Disc Medicine Reports Second Quarter 2025 Financial Results and Provides Business Update Exhibit 99.1 Disc Medicine Reports Second Quarter 2025 Financial Results and Provides Business Update • Company on track to submit NDA for bitopertin in erythropoietic protoporphyria (EPP) under accelerated approval pathway in October 2025, supported by successful pre-NDA meeting • Expect initial data from Phase 2 study of DISC-0974 in patients with anemia of myelofibrosis (MF) and multiple dose d
August 7, 2025	10-Q	Income Tax Expense Evaluation of Disclosure Controls and Procedures Material Weakness Remediation of Material Weakness Changes in Internal Control Over Financial Reporting UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39438 Disc Medicine, Inc. (
August 7, 2025	8-K	FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 07, 2025 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission Fil
July 14, 2025	8-K	FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 09, 2025 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File
June 13, 2025	8-K	FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File
May 7, 2025	EX-99.1	Disc Medicine Reports First Quarter 2025 Financial Results and Provides Business Update Exhibit 99.1 Disc Medicine Reports First Quarter 2025 Financial Results and Provides Business Update • Company remains on track to submit NDA for bitopertin in erythropoietic protoporphyria (EPP) in H2 2025 • Initiated APOLLO, a confirmatory clinical trial of bitopertin in adults and adolescents with EPP • Plan to initiate Phase 2 study of DISC-3405 in polycythemia vera (PV) in H1 2025 • Expect da
May 7, 2025	10-Q	Income Tax Expense Evaluation of Disclosure Controls and Procedures Material Weakness Remediation of Material Weakness Changes in Internal Control Over Financial Reporting UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39438 Disc Medicine, Inc.
May 7, 2025	EX-10.1	Employment Agreement, dated February 26, 2024, by and between Disc Medicine, Inc. and Pamela Stephenson. Exhibit 10.1 DISC MEDICINE, INC. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Disc Medicine, Inc., (the “Company”), and Pamela Stephenson (“You”) and is effective as of the date this Agreement is fully executed by both parties (the “Effective Date”). WHEREAS, the Company desires to employ you and you desire to be employed by the Company on the terms and conditions c
May 7, 2025	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 07, 2025 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File N
April 24, 2025	DEF 14A	UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
April 24, 2025	DEFA14A	UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
February 27, 2025	EX-19.1	Insider Trading Policy Exhibit 19.1 DISC MEDICINE, INC. Insider Trading POLICY Disc Medicine, Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the severe consequences associated with
February 27, 2025	EX-99.1	Disc Medicine Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update Exhibit 99.1 Disc Medicine Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update • Targeting NDA submission for bitopertin in erythropoietic protoporphyria (EPP) in H2 2025 through accelerated approval pathway; on track to initiate APOLLO post-marketing confirmatory trial by mid-2025 • Positive update from Phase 1b trial of DISC-0974 in patients with anemia of my
February 27, 2025	EX-10.27	Side Letter Agreement dated December 24, 2024 by and among Disc Medicine, Inc., Mabwell Therapeutics, Inc. and Mabwell (Shanghai) Bioscience, Inc. Exhibit 10.27 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. Confidential SIDE LETTER AGREEMENT This Side Letter Agreement (“Side Letter”) is made and entered into a
February 27, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39438 Disc Medicine,
February 27, 2025	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Disc Medicine, Inc.
February 27, 2025	EX-97.1	Compensation Recovery Policy Exhibit 97.1 DISC MEDICINE, INC. COMPENSATION RECOVERY POLICY Adopted September 19, 2023 As amended on September 17, 2024 Disc Medicine, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation
February 27, 2025	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission F
February 27, 2025	S-8	As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No.
February 27, 2025	EX-21.1	List of Subsidiaries of Disc Medicine, Inc. Exhibit 21.1 Legal Name State of Organization Disc Medicine Opco, Inc. Delaware Disc Medicine Securities Corp. Massachusetts
February 10, 2025	EX-99	JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Disc Medicine, Inc.
January 24, 2025	EX-4.1	Form of Pre-Funded Warrant. Exhibit 4.1 DISC MEDICINE, INC. FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [ ] Number of Shares: [ ] (subject to adjustment) Original Issue Date: January [], 2025 Disc Medicine, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], or its permitted assigns (
January 24, 2025	EX-99.1	Disc Medicine Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants Exhibit 99.1 Disc Medicine Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants WATERTOWN, Mass. (January 21, 2025) – Disc Medicine, Inc. (NASDAQ: IRON) (Disc), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, today announced that it has commenc
January 24, 2025	EX-1.1	Underwriting Agreement, dated as of January 22, 2025, by and among the Company and Jefferies LLC and Leerink Partners LLC, as representatives of the several underwriters listed on Schedule A thereto. Exhibit 1.1 January 22, 2025 Jefferies LLC Leerink Partners LLC Stifel, Nicolaus & Company, Incorporated Cantor Fitzgerald & Co. c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Leerink Partners LLC 53 State Street, 40th Floor Boston, Massachusetts, 02109 c/o Stifel, Nicolaus & Company, Incorporated 787 7th Avenue, 11th Floor New York, New York 10019 c/o Cantor Fitzgerald & Co. 11
January 24, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission Fi
January 24, 2025	EX-99.2	Disc Medicine Announces Pricing of $225.5 Million Upsized Public Offering of Common Stock and Pre-Funded Warrants Exhibit 99.2 Disc Medicine Announces Pricing of $225.5 Million Upsized Public Offering of Common Stock and Pre-Funded Warrants WATERTOWN, Mass. (January 22, 2025) – Disc Medicine, Inc. (NASDAQ: IRON) (Disc), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, today anno
January 23, 2025	424B5	3,918,182 Shares of Common Stock Pre-Funded Warrants to Purchase 181,818 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-281359 PROSPECTUS SUPPLEMENT (To prospectus dated August 8, 2024) 3,918,182 Shares of Common Stock Pre-Funded Warrants to Purchase 181,818 Shares of Common Stock We are offering 3,918,182 shares of our common stock and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase 181,818 shares
January 23, 2025	EX-FILING FEES	Calculation of Filing Fee Tables (Form Type) Disc Medicine, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Am EX-FILING FEES 2 d858281dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Disc Medicine, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggreg
January 21, 2025	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission Fi
January 21, 2025	EX-99.1	Disc Medicine Announces Successful Type C Meeting with FDA for Bitopertin in Erythropoietic Protoporphyria (EPP) and Shares Plans for NDA Submission Exhibit 99.1 Disc Medicine Announces Successful Type C Meeting with FDA for Bitopertin in Erythropoietic Protoporphyria (EPP) and Shares Plans for NDA Submission • Pursuing accelerated approval for bitopertin in EPP with protoporphyrin IX (PPIX) reduction as the surrogate endpoint • Planning to submit NDA under accelerated approval pathway in H2 2025 based on existing clinical data, including resu
January 21, 2025	424B5	SUBJECT TO COMPLETION, DATED JANUARY 21, 2025 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-281359 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell
January 10, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission Fi
January 10, 2025	EX-99.1	Disc Medicine Highlights Recent Achievements Across Hematology Portfolio and Key Business Objectives and Milestones for 2025 Exhibit 99.1 Disc Medicine Highlights Recent Achievements Across Hematology Portfolio and Key Business Objectives and Milestones for 2025 • In Q1 2025, the Company will discuss the plans for NDA submission under a potential accelerated approval path for bitopertin in erythropoietic protoporphyria (EPP), following a Type C meeting with FDA on confirmatory study design • Initial data from an ongoing
December 9, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 08, 2024 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission F
December 9, 2024	EX-99.1	Disclaimer and FLS This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or implied statements regarding Disc’s expectations with res 2024 ASH Management Call Clinical Data Updates: Bitopertin, DISC-0974, and DISC-3405 December 8, 2024 Exhibit 99.
November 15, 2024	POS AM	As filed with the Securities and Exchange Commission on November 15, 2024 As filed with the Securities and Exchange Commission on November 15, 2024 Registration Statement No.
November 15, 2024	EX-FILING FEES	Calculation of Filing Fee Tables (Form Type) Disc Medicine, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Am Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Disc Medicine, Inc.
November 15, 2024	424B5	Up to $200,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No 333-281359 PROSPECTUS SUPPLEMENT (To Prospectus dated August 8, 2024) Up to $200,000,000 Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement, or sales agreement, with Cantor Fitzgerald & Co.
November 15, 2024	EX-1.1	Controlled Equity OfferingSM Sales Agreement dated November 15, 2024 by and between Disc Medicine, Inc. and Cantor Fitzgerald & Co. Exhibit 1.1 Disc Medicine, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement November 15, 2024 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Disc Medicine, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows: 1. Issuance
November 15, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission F
November 14, 2024	SC 13G/A	IRON / Disc Medicine, Inc. / Bain Capital Life Sciences Opportunities III, LP - SC 13G/A Passive Investment SC 13G/A 1 d911872dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2) DISC MEDICINE, INC. (Name of Issuer) Common Stock, $0.0001 par
November 14, 2024	SC 13G/A	IRON / Disc Medicine, Inc. / Paradigm Biocapital Advisors LP - SC 13G/A Passive Investment SC 13G/A 1 tm2427604d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Disc Medicine, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 254604101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this statement) Ch
November 12, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission F
November 12, 2024	EX-10.1	Second Amendment to Lease by and between Disc Medicine, Inc. and ARE-MA Region No. 75. LLC, dated August 29, 2024. Exhibit 10.1 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is dated as of August 29, 2024 and effective as of July 1, 2024 (the “Effective Date”), by and between ARE-MA REGION NO. 75, LLC, a Delaware limited liability company (“Landlord”), and DISC MEDICINE, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are now parties to that certain
November 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39438 Disc Medicine, I
November 12, 2024	EX-99.1	Disc Medicine Reports Third Quarter 2024 Financial Results and Provides Business Update Exhibit 99.1 Disc Medicine Reports Third Quarter 2024 Financial Results and Provides Business Update • Completed a successful end of Phase 2 meeting with the FDA for bitopertin in erythropoietic protoporphyria (EPP), reaching alignment on all proposed study parameters with the potential for accelerated approval based on existing data • Presented proof-of-mechanism data for Phase 1b trial of DISC-0
November 8, 2024	EX-10.1	Loan and Security Agreement, dated as of November 6, 2024, by and among Disc Medicine, Inc., the other Borrower party thereto, the Lenders party thereto, and Hercules Capital, Inc. Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 6, 2024 and is entered into by and among DISC MEDICINE, INC., a
November 8, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 06, 2024 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission F
November 8, 2024	SC 13G	IRON / Disc Medicine, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Disc Medicine, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 254604101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de
November 8, 2024	EX-99.1	Disc Medicine Secures $200 Million in Non-Dilutive Debt Financing from Hercules Capital, Inc. Exhibit 99.1 Disc Medicine Secures $200 Million in Non-Dilutive Debt Financing from Hercules Capital, Inc. • Facility significantly increases future financial and operational flexibility • Up to $200M available, with $30 million drawn at close and additional $80 million available at Disc’s sole discretion through second-half 2026 • Funding can support development across the portfolio, including th
November 8, 2024	EX-99	JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Disc Medicine, Inc.
November 4, 2024	EX-99.2	Disclaimer and FLS This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or implied statements regarding Disc’s expectations with res Bitopertin End of Phase 2 Meeting Feedback November 4, 2024 Exhibit 99.2 Disclaimer and FLS This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or implied statements regarding Disc’s expectations with respect to its proposed APOLLO clinical trial of bitopertin, including the prima
November 4, 2024	EX-99.1	Disc Medicine Announces Successful End of Phase 2 Meeting with FDA for Bitopertin in Erythropoietic Protoporphyria (EPP), Including Potential for Accelerated Approval Exhibit 99.1 Disc Medicine Announces Successful End of Phase 2 Meeting with FDA for Bitopertin in Erythropoietic Protoporphyria (EPP), Including Potential for Accelerated Approval • Alignment with the FDA across all proposed study parameters, providing a clear development path to registration • Agreement on proposed primary endpoint of average monthly time in sunlight during the last month followi
November 4, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 04, 2024 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission F
October 25, 2024	EX-99.1	Disc Medicine Presents Positive Data from SAD Cohorts of a Phase 1b Trial in Patients with Chronic Kidney Disease (CKD) and Anemia at the 2024 American Society of Nephrology (ASN) Kidney Week Exhibit 99.1 Disc Medicine Presents Positive Data from SAD Cohorts of a Phase 1b Trial in Patients with Chronic Kidney Disease (CKD) and Anemia at the 2024 American Society of Nephrology (ASN) Kidney Week WATERTOWN, Mass. October 25, 2024 - Disc Medicine, Inc. (NASDAQ:IRON), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments
October 25, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 DISC MEDICINE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission Fi
August 8, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission File
August 8, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39438 Disc Medicine, Inc. (
August 8, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Form S-3 (Form Type) Disc Medicine, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forwar
August 8, 2024	EX-4.5	Form of indenture for subordinated debt securities and the related form of subordinated debt security. Exhibit 4.5 DISC MEDICINE, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certifica
August 8, 2024	EX-99.1	Disc Medicine Reports Second Quarter 2024 Financial Results and Provides Business Update Exhibit 99.1 Disc Medicine Reports Second Quarter 2024 Financial Results and Provides Business Update • Presented positive data for all three programs at the European Hematology Association (EHA) 2024 Congress; demonstrated potential efficacy for bitopertin in erythropoietic protoporphyria (EPP) and DISC-0974 in anemia of myelofibrosis (MF), as well as proof of mechanism in a Phase 1 study for DIS
August 8, 2024	S-3ASR	As filed with the Securities and Exchange Commission on August 8, 2024 Table of Contents As filed with the Securities and Exchange Commission on August 8, 2024 Registration No.
August 8, 2024	EX-4.4	Form of indenture for senior debt securities and the related form of senior debt security. Exhibit 4.4 DISC MEDICINE, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Cer
June 25, 2024	SC 13G	IRON / Disc Medicine, Inc. / Frazier Life Sciences Public Fund, L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.
June 25, 2024	EX-99.A	AGREEMENT EX-99.A 2 d832951dex99a.htm EX-99.A EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Disc Medicine, Inc. Date: June 25, 2024 FRAZIER LIFE SCIENCES PUBLIC FUND, L.
June 20, 2024	SC 13D/A	IRON / Disc Medicine, Inc. / AI DMI LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57th Street, 28th Floor New York, New
June 20, 2024	SC 13D/A	IRON / Disc Medicine, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 4 Activist Investment SC 13D/A 1 ss3536341sc13da.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Disc Medicine, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 254604 101 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VI LLC OrbiMed Capital GP VIII LLC OrbiMed Genesis GP LLC 60
June 20, 2024	EX-99.11	Joint Filing Agreement EX-99.11 Exhibit 99.11 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness
June 20, 2024	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 ss3536341ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 4 to the Statement on Schedule 13D, dated June 17, 2024, with respect to the common stock of Disc Medicine, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended
June 14, 2024	424B5	4,944,000 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-275652 PROSPECTUS SUPPLEMENT (To prospectus dated November 29, 2023) 4,944,000 Shares of Common Stock We are offering 4,944,000 shares of our common stock in this offering. Our common stock is listed on the Nasdaq Global Market under the symbol “IRON.” On June 13, 2024, the closing sale price of our common stock on the Nasdaq
June 14, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Disc Medicine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File
June 14, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 (June 12, 2024) Disc Medicine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (
June 14, 2024	EX-99.1	Disc Medicine Presents Positive Clinical Data Across Portfolio at the European Hematology Association (EHA) 2024 Congress EX-99.1 Exhibit 99.1 Disc Medicine Presents Positive Clinical Data Across Portfolio at the European Hematology Association (EHA) 2024 Congress • Updated analyses of data from AURORA and BEACON studies further demonstrate clinical activity of bitopertin across multiple measures of erythropoietic protoporphyria (EPP) and support development path forward • Additional data from the ongoing Phase 1b tr
June 14, 2024	EX-99.1	Disc Medicine Announces Underwritten Offering of Common Stock Exhibit 99.1 Disc Medicine Announces Underwritten Offering of Common Stock WATERTOWN, Mass. (June 14, 2024) – Disc Medicine, Inc. (NASDAQ: IRON) (Disc), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, today announced the pricing of an underwritten offering of 4,944,
June 14, 2024	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Disc Medicine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File
June 14, 2024	EX-1.1	Underwriting Agreement, dated as of June 14, 2024, by and among the Company and Leerink Partners LLC, as representative of the several underwriters listed on Schedule I thereto. Exhibit 1.1 4,944,000 SHARES OF COMMON STOCK (PAR VALUE $0.0001 PER SHARE) DISC MEDICINE, INC. UNDERWRITING AGREEMENT June 14, 2024 June 14, 2024 Leerink Partners LLC c/o Leerink Partners LLC 53 State Street, 40th Floor Boston, Massachusetts 02109 Ladies and Gentlemen: Disc Medicine, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Sched
June 14, 2024	EX-99.2	Disclaimer and FLS This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include express or implied statements relating to Disc Exhibit 99.2 2024 EHA Management Call Clinical Data Updates: Bitopertin, DISC-0974, and DISC-3405 June 14, 2024 Disclaimer and FLS This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include express or implied statements relating to Disc's management team's expectations, hop
May 9, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 DISC MEDICINE, INC. ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission File Nu
May 9, 2024	EX-99.1	Disc Medicine Reports First Quarter 2024 Financial Results and Provides Business Update Exhibit 99.1 Disc Medicine Reports First Quarter 2024 Financial Results and Provides Business Update • Presented top-line results from AURORA, the placebo-controlled phase 2 study of bitopertin in erythropoietic porphyrias (EPP), in April 2024 • On track to deliver additional analyses from BEACON and AURORA in Q2 2024 • Plan to present updated data from the phase 1b/2 study of DISC-0974 in anemia
May 9, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39438 Disc Medicine, Inc.
May 1, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
May 1, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
April 2, 2024	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission File
April 2, 2024	EX-99.1	Disc Reports Topline Results from Phase 2 AURORA Study of Bitopertin in Patients with Erythropoietic Protoporphyria (EPP) Exhibit 99.1 Disc Reports Topline Results from Phase 2 AURORA Study of Bitopertin in Patients with Erythropoietic Protoporphyria (EPP) April 1, 2024 • Met primary endpoint, demonstrating dose-dependent, statistically significant reductions in protoporphyrin IX (PPIX) compared to placebo in both 20 mg and 60 mg dose groups • Improved measures of light tolerance, including the key secondary endpoint
March 21, 2024	EX-10.18	Transition and Separation Agreement, dated as of November 27, 2023, by and between Disc Medicine, Inc. and Joanne Bryce. Exhibit 10.18 November 27, 2023 Joanne Bryce Re: Transition and Separation Agreement Dear Joanne: This letter confirms that your employment with Disc Medicine, Inc. (the “Company”) will be ending. The Company sincerely appreciates your contributions to the Company and would like to make this transition as seamless as possible. Consistent with that, the Company will be providing you with the opport
March 21, 2024	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission File
March 21, 2024	EX-99.1	Disc Medicine Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update Exhibit 99.1 Disc Medicine Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update • Top-line results from AURORA, the placebo-controlled phase 2 study of bitopertin in erythropoietic porphyrias (EPP), expected March / April 2024 • On track to deliver multiple read-outs in 2024, including updated results from phase 1b/2 study of DISC-0974 in anemia of myelofibrosis
March 21, 2024	EX-99.6	Form of Restricted Stock Unit Award Agreement Non-Plan Inducement Grant (incorporated by reference to Exhibit 99.6 to the Registrant’s Registration Statement on Form S-8 (File No 333-278129) filed on March 21, 2024). Exhibit 99.6 DISC MEDICINE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT NON-PLAN INDUCEMENT GRANT Name of Grantee: No. of Restricted Stock Units: Grant Date: Disc Medicine, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. This Award has been granted as an inducement gr
March 21, 2024	S-8	As filed with the Securities and Exchange Commission on March 21, 2024 As filed with the Securities and Exchange Commission on March 21, 2024 Registration No.
March 21, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Disc Medicine, Inc.
March 21, 2024	EX-21.1	List of Subsidiaries of Disc Medicine, Inc. Exhibit 21.1 Legal Name State of Organization Disc Medicine Opco, Inc. Delaware Disc Medicine Securities Corp. Massachusetts Gemini Therapeutics Sub, Inc.. Delaware
March 21, 2024	EX-99.5	Form of Non-Qualified Stock Option Agreement Non-Plan Inducement Grant Restricted Stock Unit Award Agreement Non-Plan Inducement Grant (incorporated by reference to Exhibit 99.5 to the Registrant’s Registration Statement on Form S-8 (File No 333-278129) filed on March 21, 2024). Exhibit 99.5 DISC MEDICINE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN INDUCEMENT GRANT Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date] Grant Date: Expiration Date: [No more than 10 years] Disc Medicine, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date
March 21, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39438 Disc Medicine,
February 26, 2024	EX-99.1	Disc Medicine Expands Leadership Team with Appointment of Industry Veteran Pamela Stephenson, MPH as Chief Commercial Officer EX-99.1 Exhibit 99.1 Disc Medicine Expands Leadership Team with Appointment of Industry Veteran Pamela Stephenson, MPH as Chief Commercial Officer Pamela Stephenson is an accomplished industry executive with over 25 years of global commercial leadership experience and a track record of numerous successful launches WATERTOWN, Mass. February 26, 2024 — Disc Medicine, Inc. (NASDAQ:IRON), a clinical-s
February 26, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 DISC MEDICINE, UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission F
February 14, 2024	SC 13G/A	IRON / Disc Medicine, Inc. / Paradigm Biocapital Advisors LP - SC 13G/A Passive Investment SC 13G/A 1 tm245955d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Disc Medicine, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 254604101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this statement) Chec
February 13, 2024	SC 13G/A	IRON / Disc Medicine, Inc. / Bain Capital Life Sciences Opportunities III, LP - SC 13G/A Passive Investment SC 13G/A 1 d931670dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1) DISC MEDICINE, INC. (Name of Issuer) Common Stock, $0.0001 par
February 7, 2024	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fi
February 7, 2024	EX-10.1	Employment Agreement, dated as of February 7, 2024, by and between Disc Medicine, Inc. and Jean M. Franchi (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39438) filed on February 7, 2024). Exhibit 10.1 DISC MEDICINE, INC. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Disc Medicine, Inc., (the “Company”), and Jean Franchi (the “You”) and is effective as of the date this Agreement is fully executed by both parties (the “Effective Date”). WHEREAS, the Company desires to employ you and you desire to be employed by the Company on the terms and conditions co
February 7, 2024	EX-99.1	Disc Medicine Strengthens Leadership Team with Appointment of Seasoned Industry Executive Jean Franchi as Chief Financial Officer, and Promotion of Jonathan Yu to Chief Operating Officer Exhibit 99.1 Disc Medicine Strengthens Leadership Team with Appointment of Seasoned Industry Executive Jean Franchi as Chief Financial Officer, and Promotion of Jonathan Yu to Chief Operating Officer • Jean Franchi is an industry veteran and brings over 30 years of leadership experience in finance, investor relations, capital formation, and operations at both development and commercial-stage compa
February 7, 2024	SC 13G/A	IRON / Disc Medicine, Inc. / ADAGE CAPITAL PARTNERS GP, L.L.C. - DISC MEDICINE, INC. Passive Investment SC 13G/A 1 p24-0410sc13ga.htm DISC MEDICINE, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check t
January 25, 2024	SC 13D/A	IRON / Disc Medicine, Inc. / Atlas Venture Fund X, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm244152d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* DISC MEDICINE, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 254604101 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technolog
December 15, 2023	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 ss2828435ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 3 to the Statement on Schedule 13D, dated December 13, 2023, with respect to the common stock of Disc Medicine, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as ame
December 15, 2023	SC 13D/A	IRON / Disc Medicine Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 3 Activist Investment SC 13D/A 1 ss2828435sc13da.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Disc Medicine, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 254604 101 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VI LLC OrbiMed Capital GP VIII LLC OrbiMed Genesis GP LLC 60
December 12, 2023	EX-99.2	Disclaimer and FLS This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include express or implied statements relating to Disc Exhibit 99.2 2023 ASH Management Call Clinical Data Updates: Bitopertin and DISC-0974 December 11, 2023 Disclaimer and FLS This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include express or implied statements relating to Disc's management team's expectations, hopes, beli
December 12, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission F
December 12, 2023	EX-99.1	Disc Presents Positive Updated Results from Phase 2 BEACON Study of Bitopertin and Other Programs at the 65th American Society of Hematology (ASH) Annual Meeting Exhibit 99.1 Disc Presents Positive Updated Results from Phase 2 BEACON Study of Bitopertin and Other Programs at the 65th American Society of Hematology (ASH) Annual Meeting • Updated data from BEACON continued to demonstrate significant, consistent reductions in protoporphyrin IX (PPIX) > 40% and improvements in sunlight tolerance • Robust and consistent improvements across all measures of sunli
December 11, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission F
December 11, 2023	EX-99.1	Disc Presents Initial Positive Data from Ongoing Phase 1b/2 Trial of DISC-0974 in Patients with Myelofibrosis (MF) and Anemia at the 65th American Society of Hematology (ASH) Annual Meeting Exhibit 99.1 Disc Presents Initial Positive Data from Ongoing Phase 1b/2 Trial of DISC-0974 in Patients with Myelofibrosis (MF) and Anemia at the 65th American Society of Hematology (ASH) Annual Meeting • Substantial, dose-dependent reductions in serum hepcidin and increases in serum iron • Hematologic response demonstrated by increased hemoglobin levels and reduction in transfusion burden • DISC-
December 5, 2023	EX-1.1	Amendment No. 1 to Open Market Sale Agreement, dated December 5, 2023, by and between Disc Medicine, Inc. and Jefferies LLC. (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (001-39438) filed on December 5, 2023). Exhibit 1.1 AMENDMENT NO. 1 TO THE SALES AGREEMENT December 5, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: This Amendment No. 1 to the sales agreement (this “Amendment No. 1”) is entered into as of the date first written above by Disc Medicine, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”), that are parties to that certain sa
December 5, 2023	424B5	Up to $192,832,832 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No 333-275652 PROSPECTUS SUPPLEMENT (To Prospectus dated November 29, 2023) Up to $192,832,832 Common Stock We have entered into an amendment dated, December 5, 2023, or the amendment, to the Open Market Sale AgreementSM, or the sales agreement and the sales agreement as amended by the amendment, the amended sales agreement, with Jefferies LLC, or Jefferies, relating to the offer and sale of shares of our common stock, par value $0.
December 5, 2023	POS AM	As filed with the Securities and Exchange Commission on December 5, 2023 As filed with the Securities and Exchange Commission on December 5, 2023 Registration Statement No.
December 5, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fi
November 27, 2023	CORRESP	Disc Medicine, Inc. 321 Arsenal Street, Suite 101 Watertown, MA 02472 Disc Medicine, Inc. 321 Arsenal Street, Suite 101 Watertown, MA 02472 November 27, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance – Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Disc Medicine, Inc. Registration Statement on Form S-3 File No. 333-269272 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
November 20, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Disc Medicine, Inc.
November 20, 2023	EX-4.4	Form of indenture for senior debt securities and the related form of senior debt security. Exhibit 4.4 DISC MEDICINE, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Sect
November 20, 2023	EX-4.5	Form of indenture for subordinated debt securities and the related form of subordinated debt security. Exhibit 4.5 DISC MEDICINE, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate
November 20, 2023	S-3	As filed with the Securities and Exchange Commission on November 17, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 17, 2023 Registration No.
November 13, 2023	EX-99.10	Joint Filing Agreement EX-99.10 2 d538454dex9910.htm EX-99.10 Exhibit 99.10 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is res
November 13, 2023	SC 13D/A	IRON / Disc Medicine Inc / AI DMI LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57th Street, 28th Floor New York, New
November 9, 2023	EX-99.1	Disc Medicine Reports Third Quarter 2023 Financial Results and Provides Business Update Exhibit 99.1 Disc Medicine Reports Third Quarter 2023 Financial Results and Provides Business Update • Completed enrollment of BEACON and AURORA trials of bitopertin in erythropoietic protoporphyria (EPP); BEACON expanded to include adolescents • Data from all adult patients in BEACON to be presented in an oral presentation at the 65th American Society of Hematology Annual Meeting and Exposition (
November 9, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fi
November 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39438 Disc Medicine, I
November 2, 2023	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fi
November 2, 2023	EX-99.1	Disc Medicine Announces Multiple Presentations Across Portfolio at the 65th American Society of Hematology Annual Meeting and Key Program Updates Exhibit 99.1 Disc Medicine Announces Multiple Presentations Across Portfolio at the 65th American Society of Hematology Annual Meeting and Key Program Updates • Completion of enrollment for phase 2 BEACON and AURORA studies of bitopertin in erythropoietic protoporphyria (EPP) • Oral presentation at ASH meeting of updated interim data from BEACON, including a preliminary analysis of the precedented
November 2, 2023	EX-99.3	A Phase 1b Trial of DISC-0974, an Anti-Hemojuvelin Antibody, in Patients with Myelofibrosis and Anemia Exhibit 99.3 A Phase 1b Trial of DISC-0974, an Anti-Hemojuvelin Antibody, in Patients with Myelofibrosis and Anemia NASEEMA GANGAT1, JAMES FORAN2, ANNA HALPERN3,4, RAAJIT RAMPAL5, NATASHA NOVIKOV6, AKSHAY BUCH6, OLIVIA PELLETIER6, WILLIAM SAVAGE6, AYALEW TEFFERI1 1 Division of Hematology, Department of Internal Medicine, Mayo Clinic, Rochester, MN 2 Division of Hematology, Department of Medicine,
November 2, 2023	EX-99.2	Interim Analyses from the BEACON Trial: A Phase 2, Randomized, Open-label Trial of Bitopertin in Erythropoietic Protoporphyria Exhibit 99.2 Interim Analyses from the BEACON Trial: A Phase 2, Randomized, Open-label Trial of Bitopertin in Erythropoietic Protoporphyria Gayle Rossa; Peter Stewartb, George Mensingc; Melanie Chinc; Haley Howellc; Heidi Mangusc; Will Savagec a Royal Melbourne Hospital, Melbourne, Australia b Royal Prince Alfred Hospital, Sydney, Australia c Disc Medicine, Watertown, MA Introduction: Erythropoiet
October 23, 2023	EX-99.1	Disc Medicine Announces Planned Departure of Chief Financial Officer Joanne Bryce Exhibit 99.1 Disc Medicine Announces Planned Departure of Chief Financial Officer Joanne Bryce October 23, 2023 WATERTOWN, Mass. October 23, 2023 — Disc Medicine, Inc. (NASDAQ:IRON), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, announced today that Joanne Bryce,
October 23, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fi
October 10, 2023	EX-1.1	Open Market Sale Agreement, dated October 10, 2023, by and between Disc Medicine, Inc. and Jefferies LLC. (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39438) filed on October 10, 2023). Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM October 10, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Disc Medicine, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common sto
October 10, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fi
October 10, 2023	424B5	Up to $59,700,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269272 PROSPECTUS SUPPLEMENT (To Prospectus dated January 24, 2023) Up to $59,700,000 Common Stock We have entered into an Open Market Sale AgreementSM, or the sales agreement, dated October 10, 2023, with Jefferies LLC, or Jefferies, relating to the sale of shares of our common stock, par value $0.0001 per share, common stock
September 29, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission
September 25, 2023	EX-99.1	Joint Filing Agreement Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.
September 25, 2023	SC 13G	IRON / Disc Medicine Inc / Paradigm Biocapital Advisors LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Disc Medicine, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 254604101 (CUSIP Number) September 14, 2023 (Date of Event Which Requires Filing of this statement) Check the appropriate box to designate the ru
September 21, 2023	SC 13D/A	IRON / Disc Medicine Inc / Atlas Venture Fund X, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm2326653d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* DISC MEDICINE, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 254604101 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technolo
August 11, 2023	EX-99.1	Disc Medicine Reports Second Quarter 2023 Financial Results and Provides Business Update EX-99.1 Exhibit 99.1 Disc Medicine Reports Second Quarter 2023 Financial Results and Provides Business Update • Presented positive initial safety and efficacy data from BEACON trial at the European Hematology Association (EHA) Congress in June 2023; data from all patients in BEACON to be presented year-end 2023 • Initiated phase 1/2 study of bitopertin in patients with Diamond-Blackfan Anemia who
August 11, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39438 Disc Medicine, Inc. (
August 11, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fil
June 30, 2023	SC 13G	IRON / Disc Medicine Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. - DISC MEDICINE, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) June 22, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to whic
June 28, 2023	SC 13G/A	IRON / Disc Medicine Inc / Novo Holdings A/S - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604 101 (CUSIP Number) June 28, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate
June 21, 2023	SC 13D/A	IRON / Disc Medicine Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Disc Medicine, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 254604 101 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VI LLC OrbiMed Capital GP VIII LLC OrbiMed Genesis GP LLC 601 Lexington Avenue, 54th Floor New York, NY 1002
June 21, 2023	EX-99.1	JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated June 16, 2023, with respect to the common stock of Disc Medicine, Inc.
June 20, 2023	EX-99.6	Joint Filing Agreement EX-99.6 Exhibit 99.6 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or
June 20, 2023	SC 13D/A	IRON / Disc Medicine Inc / ACCESS INDUSTRIES MANAGEMENT, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57th Street, 28th Floor New York, New
June 16, 2023	EX-4.1	Form of Pre-Funded Warrant. EX-4.1 Exhibit 4.1 DISC MEDICINE, INC. FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [ ] Number of Shares: [ ] (subject to adjustment) Original Issue Date: June 16, 2023 Disc Medicine, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], or its permitted assigns
June 16, 2023	EX-1.1	Underwriting Agreement, dated as of June 13, 2023, by and among the Company and Morgan Stanley & Co. LLC, SVB Securities LLC, Stifel, Nicolaus & Company, Incorporated, and BMO Capital Markets Corp., as representatives of the several underwriters listed on Schedule A thereto. Exhibit 1.1 2,595,919 SHARES OF COMMON STOCK (PAR VALUE $0.0001 PER SHARE) PRE-FUNDED WARRANTS TO PURCHASE 204,081 SHARES OF COMMON STOCK (PAR VALUE $0.0001 PER SHARE) DISC MEDICINE, INC. UNDERWRITING AGREEMENT June 13, 2023 June 13, 2023 Morgan Stanley & Co. LLC SVB Securities LLC Stifel, Nicolaus & Company, Incorporated BMO Capital Markets Corp. c/o Morgan Stanley & Co. LLC 1585 Broadway New Yor
June 16, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Disc Medicine, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Disc Medicine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File
June 16, 2023	EX-99.1	Disc Medicine Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants EX-99.1 Exhibit 99.1 Disc Medicine Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants WATERTOWN, Mass. – (GLOBE NEWSWIRE) – June 12, 2023 – Disc Medicine, Inc. (NASDAQ: IRON) (Disc), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, today annou
June 16, 2023	EX-99.2	Disc Medicine Announces Pricing of Upsized Public Offering of Common Stock and Pre-Funded Warrants EX-99.2 Exhibit 99.2 Disc Medicine Announces Pricing of Upsized Public Offering of Common Stock and Pre-Funded Warrants WATERTOWN, Mass. — (GLOBE NEWSWIRE) – June 13, 2023 – Disc Medicine, Inc. (NASDAQ: IRON) (Disc), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, t
June 15, 2023	424B5	2,595,919 Shares of Common Stock 204,081 Pre-Funded Warrants to Purchase Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269272 PROSPECTUS SUPPLEMENT (To prospectus dated January 24, 2023) 2,595,919 Shares of Common Stock 204,081 Pre-Funded Warrants to Purchase Shares of Common Stock We are offering 2,595,919 shares of our common stock and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase 204,081
June 12, 2023	424B5	$100,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269272 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to
June 12, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Disc Medicine, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Disc Medicine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File
June 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Disc Medicine, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Disc Medicine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File N
June 9, 2023	EX-99.2	Disclaimer and FLS This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include express or implied statements relating to Disc EX-99.2 Corporate Presentation June 2023 Exhibit 99.2 Disclaimer and FLS This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include express or implied statements relating to Disc's management team's expectations, hopes, beliefs, intentions or strategies regarding the future
June 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Disc Medicine, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Disc Medicine, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39438 85-1612845 (State or Other Jurisdiction of Incorporation) (Commission File N
June 9, 2023	EX-99.1	Disc Presents Positive Initial Data from Phase 2 BEACON Trial of Bitopertin in Patients with Erythropoietic Protoporphyria (EPP) at European Hematology Association (EHA) 2023 Congress EX-99.1 Exhibit 99.1 Disc Presents Positive Initial Data from Phase 2 BEACON Trial of Bitopertin in Patients with Erythropoietic Protoporphyria (EPP) at European Hematology Association (EHA) 2023 Congress • Consistent and dose-dependent reductions of protoporphyrin IX (PPIX), the disease-causing metabolite in EPP, were observed in patients treated with bitopertin • Patients reported significant im
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39438 Disc Medicine, Inc.
May 15, 2023	EX-10.1	Exclusive License Agreement, dated January 19, 2023, by and between Disc Medicine, Inc. and Mabwell Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39438) filed on May 15, 2023) Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. EXCLUSIVE LICENSE AGREEMENT between disc medicine, inc. and MABWELL THERAPEUTICS, INC. Entered into as of
May 15, 2023	EX-99.1	Disc Medicine Reports First Quarter 2023 Financial Results and Provides Business Update EX-99.1 Exhibit 99.1 Disc Medicine Reports First Quarter 2023 Financial Results and Provides Business Update • Two ongoing Phase 2 studies of bitopertin in EPP; initial safety and efficacy data from open-label BEACON trial to be presented at the European Hematology Association (EHA) Congress in June 2023; topline data from both BEACON and AURORA studies expected by end of 2023 • Two separate, ongo
May 15, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 DISC MEDICINE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission File N
April 20, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
April 20, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) DEFA14A 1 iron-2023-naacard-defa1.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the
April 19, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 DISC MEDICINE, INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission File
March 31, 2023	EX-10	Employment Agreement, dated as of December 29, 2022, by and between Disc Medicine, Inc. and William Savage, M.D., Ph.D. (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K (File No. 001-39438) filed on March 31, 2023). Exhibit 10.19 DISC MEDICINE, INC. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Disc Medicine, Inc. (formerly Gemini Therapeutics, Inc.), (the “Company”), and William Savage, MD, Ph.D. (the “You”) and is effective as of the closing of the proposed business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) and Gemstone Merger Sub,
March 31, 2023	EX-99.1	Disc Medicine Reports Full Year 2022 Financial Results and Provides Business Update EX-99.1 Exhibit 99.1 Disc Medicine Reports Full Year 2022 Financial Results and Provides Business Update • Completed reverse merger with Gemini Therapeutics, debuting on Nasdaq as “IRON” and ending 2022 with approximately $194.6 million in cash and cash equivalents • Initiated two Phase 2 trials, AURORA and BEACON, for bitopertin in erythropoietic protoporphyria (EPP); initial BEACON data to be sh
March 31, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39438 Disc Medicine,
March 31, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 DISC MEDICINE, INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission File
March 31, 2023	EX-10	Employment Agreement, dated as of December 29, 2022, by and between Disc Medicine, Inc. and Jonathan Yu (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K (File No. 001-39438) filed on March 31, 2023). Exhibit 10.20 DISC MEDICINE, INC. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Disc Medicine, Inc. (formerly Gemini Therapeutics, Inc.), (the “Company”), and Jonathan Yu (the “You”) and is effective as of the closing of the proposed business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) and Gemstone Merger Sub, Inc. pursuant
March 31, 2023	EX-10	Employment Agreement, dated as of December 29, 2022, by and between Disc Medicine, Inc. and Joanne Bryce. Exhibit 10.18 DISC MEDICINE, INC. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Disc Medicine, Inc. (formerly Gemini Therapeutics, Inc.), (the “Company”), and Joanne Bryce, CPA (the “You”) and is effective as of the closing of the proposed business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) and Gemstone Merger Sub, Inc. pur
March 31, 2023	EX-21	List of Subsidiaries of Disc Medicine, Inc. Exhibit 21.1 Legal Name State of Organization Disc Medicine Opco, Inc. Delaware Disc Medicine Securities Corp. Massachusetts Gemini Therapeutics Sub, Inc.. Delaware
February 24, 2023	SC 13G	IRON / Disc Medicine Inc / Bain Capital Life Sciences Opportunities III, LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.
February 17, 2023	SC 13D/A	IRON / Disc Medicine Inc / AI DMI LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57th Street, 28th Floor New York, New
February 17, 2023	EX-99.6	Joint Filing Agreement EX-99.6 2 d813497dex996.htm EX-99.6 Exhibit 99.6 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is respons
February 16, 2023	SC 13D/A	IRON / Disc Medicine Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. - DISC MEDICINE, INC. Activist Investment SC 13D/A 1 p23-0925sc13da.htm DISC MEDICINE, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Disc Medicine, Inc. (f/k/a Gemini Therapeutics, Inc.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) Robert Atchinson Adage Capital Partners GP, L.L
February 14, 2023	SC 13D/A	IRON / Disc Medicine Inc / Atlas Venture Fund X, L.P. - AMENDMENT TO FORM SC 13D Activist Investment SC 13D/A 1 iron-sc13da122922.htm AMENDMENT TO FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DISC MEDICINE, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 254604101 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Offi
February 14, 2023	EX-99.1	Disc Medicine Announces $62.5 Million Financing led by Bain Capital Life Sciences to Advance Portfolio of Novel Hematology Programs Exhibit 99.1 Disc Medicine Announces $62.5 Million Financing led by Bain Capital Life Sciences to Advance Portfolio of Novel Hematology Programs WATERTOWN, Mass. (February 14, 2023) Disc Medicine, Inc. (NASDAQ: IRON) a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel treatments for patients suffering from serious hematologic diseases, to
February 14, 2023	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission F
February 14, 2023	SC 13D/A	IRON / Disc Medicine Inc / Lightstone Ventures, L.P. - SC 13D/A Activist Investment SC 13D/A 1 tm236532d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DISC MEDICINE, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 254604101 (CUSIP Number) LIGHTSTONE VENTURES 500 Boylston St. Suite 1380 BOSTON, MA 02116 TELEPHONE: (617
February 14, 2023	424B5	1,488,166 Shares of Common Stock Pre-Funded Warrants to Purchase 1,229,224 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269272 PROSPECTUS SUPPLEMENT (To prospectus dated January 24, 2023) 1,488,166 Shares of Common Stock Pre-Funded Warrants to Purchase 1,229,224 Shares of Common Stock We are offering directly to investors 1,448,166 shares of our common stock at a price per share of $23.00, and pre-funded warrants to purchase up to 1,229,224 sha
February 14, 2023	EX-1	Joint Filing Agreement EX-1 2 ex-1.htm JOINT AGREEMENT ATLAS VENTURE FUND X, L.P. SC 13D/A EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned. Dated: February 14, 2023 ATLAS VENTURE FUND X, L.P. By: Atlas Venture Associates X, L.P., i
February 14, 2023	EX-4.1	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39438) filed on February 14, 2023). Exhibit 4.1 DISC MEDICINE, INC. FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [ ] Number of Shares: [ ] (subject to adjustment) Original Issue Date: February [ ], 2023 Disc Medicine, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its permitted assigns (t
February 14, 2023	EX-10.1	Securities Purchase Agreement, dated as of February 13, 2023, by and between Disc Medicine, Inc. and the investors identified therein. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2023, between Disc Medicine, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co
February 13, 2023	SC 13G/A	IRON / Disc Medicine Inc / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment SC 13G/A 1 d992734313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Disc Medicine, Inc. (Name of Issuer) common stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri
January 31, 2023	SC 13G/A	IRON / Disc Medicine Inc / FRANKLIN RESOURCES INC Passive Investment SC 13G/A 1 disc22a11.htm CUSIP NO. 254604101 13G Page 1 of 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* DISC MEDICINE, INC. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of
January 25, 2023	424B5	Up to $100,000,000 Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269272 PROSPECTUS SUPPLEMENT (To prospectus dated January 24, 2023) Up to $100,000,000 Common Stock We have entered into a sales agreement (the “sales agreement”) with SVB Securities LLC (“SVB Securities”) dated January 25, 2023, relating to the sale of shares of our common stock, $0.0001 par value per share (“common sto
January 25, 2023	EX-1.1	Sales Agreement dated January 25, 2023 by and between Disc Medicine, Inc. and SVB Securities LLC Exhibit 1.1 DISC MEDICINE, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT January 25, 2023 SVB SECURITIES LLC 53 State Street, 40th Floor Boston, MA 02109 Ladies and Gentlemen: Disc Medicine, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows: 1. Issuance and Sale of Shares. The Compan
January 25, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 DISC MEDICINE, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fi
January 23, 2023	EX-99.1	Disc Medicine Announces Exclusive Licensing Agreement with Mabwell Therapeutics for Novel Anti-TMPRSS6 Monoclonal Antibodies to Modulate Iron Homeostasis Exhibit 99.1 Disc Medicine Announces Exclusive Licensing Agreement with Mabwell Therapeutics for Novel Anti-TMPRSS6 Monoclonal Antibodies to Modulate Iron Homeostasis • Disc will obtain exclusive rights to MWTX-003 and other novel anti-TMPRSS6 antibodies in the United States, Europe and other territories excluding Greater China and certain other territories in Southeast Asia • MWTX-003 demonstrate
January 23, 2023	EX-99.2	Disclaimer and FLS This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or implied statements regarding: future product development Novel Anti-TMPRSS6 Monoclonal Antibody Portfolio Exclusive In-Licensing Agreement with Mabwell Therapeutics January 20, 2023 Confidential Exhibit 99.
January 23, 2023	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission Fi
January 20, 2023	CORRESP	Disc Medicine, Inc. 321 Arsenal Street, Suite 101 Watertown, MA 02472 Disc Medicine, Inc. 321 Arsenal Street, Suite 101 Watertown, MA 02472 January 20, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance – Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Disc Medicine, Inc. Registration Statement on Form S-3 File No. 333-269272 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
January 20, 2023	CORRESP	Disc Medicine, Inc. 321 Arsenal Street, Suite 101 Watertown, MA 02472 CORRESP 1 filename1.htm Disc Medicine, Inc. 321 Arsenal Street, Suite 101 Watertown, MA 02472 January 20, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance – Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Disc Medicine, Inc. Registration Statement on Form S-3 File No. 333-269270 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 4
January 18, 2023	EX-99.1	Disc Medicine, Inc. Amended and Restated 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.1 of Disc Medicine, Inc.’s Form S-8 filed on January 18, 2023 (Registration No. 333-269271)). Exhibit 99.1 DISC MEDICINE, INC. AMENDED AND RESTATED 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Disc Medicine, Inc. Amended and Restated 2021 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Disc Medicine, Inc.
January 18, 2023	EX-4.5	Form of indenture for subordinated debt securities and the related form of subordinated debt security. Exhibit 4.5 DISC MEDICINE, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate
January 18, 2023	EX-99.2	Forms of Award Agreements under the Disc Medicine, Inc. Amended and Restated 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.2 of Disc Medicine, Inc.’s Form S-8 filed on January 18, 2023 (Registration No. 333-269271)). Exhibit 99.2 INCENTIVE STOCK OPTION AGREEMENT UNDER THE DISC MEDICINE, INC. AMENDED AND RESTATED 2021 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: [ ] No. of Option Shares: [ ] Option Exercise Price per Share: $[ ]1 Grant Date: [ ], 2021 Expiration Date: [ ], 2031 Pursuant to the Disc Medicine, Inc. Amended and Restated 2021 Stock Option and Incentive Plan, as amended through the date hereof
January 18, 2023	S-8	As filed with the Securities and Exchange Commission on January 17, 2023 S-8 1 d435326ds8.htm S-8 As filed with the Securities and Exchange Commission on January 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 85-1612845 (State or other jurisdiction of incorporation or
January 18, 2023	S-3	As filed with the Securities and Exchange Commission on January 17, 2023 Table of Contents As filed with the Securities and Exchange Commission on January 17, 2023 Registration No.
January 18, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Disc Medicine, Inc.
January 18, 2023	EX-FILING FEES	Filing Fee Table EX-FILING FEES 9 d435326dexfilingfees.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Disc Medicine, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amou
January 18, 2023	EX-99.3	Disc Medicine, Inc. Amended and Restated 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.3 of Disc Medicine, Inc.’s Form S-8 filed on January 18, 2023 (Registration No. 333-269271)). Exhibit 99.3 DISC MEDICINE, INC. AMENDED AND RESTATED 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Disc Medicine, Inc. Amended and Restated 2021 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Disc Medicine, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par va
January 18, 2023	EX-4.4	Form of indenture for senior debt securities and the related form of senior debt security. EX-4.4 2 d437944dex44.htm EX-4.4 Exhibit 4.4 DISC MEDICINE, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ] Senior Debt Securities TABLE OF CONTENTS1 Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities
January 18, 2023	EX-99.5	Selected Financial Data Exhibit 99.5 SELECTED FINANCIAL DATA Reverse Stock Split On December 29, 2022, we effected a 1-for-10 reverse stock split of our common stock. The total number of authorized shares of capital stock was amended from 260,000,000 to 110,000,000. The par value per common share remained unchanged. The audited consolidated financial statements of Gemini Therapeutics, Inc. included in the Annual Report o
January 18, 2023	S-3	As filed with the Securities and Exchange Commission on January 17, 2023 S-3 1 d437944ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on January 17, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 82-3220679 (State or other jurisdiction of
January 18, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Disc Medicine, Inc.
January 9, 2023	SC 13D	IRON / Disc Medicine Inc / AI DMI LLC - SC 13D Activist Investment SC 13D 1 d439296dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604101 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57th Street,
January 9, 2023	SC 13G	IRON / Disc Medicine Inc / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Disc Medicine, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 254604 101 (CUSIP Number) December 29, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant
January 9, 2023	EX-99.4	LIMITED POWER OF ATTORNEY EX-99.4 3 d439296dex994.htm EX-99.4 Exhibit 99.4 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Lincoln Benet and Alejandro Moreno, and each of them individually, the undersigned’s true and lawful attorney-in-fact to: • execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Disc Medicine, Inc.
January 9, 2023	EX-99.3	Joint Filing Agreement EX-99.3 2 d439296dex993.htm EX-99.3 Exhibit 99.3 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is respons
January 5, 2023	SC 13D/A	IRON / Disc Medicine Inc / FS Development Holdings, LLC - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Disc Medicine, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 254604 101 (CUSIP Number) Dennis Ryan FS Development Holdings, LLC 900 Larkspur Landing Circle, Suite 150 Larkspur, California 94939 (415) 877-4887 Copy to: Joel L. Rubinste
January 3, 2023	EX-99.1	JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated December 29, 2022, with respect to the common stock of Disc Medicine, Inc.
January 3, 2023	SC 13G	IRON / Disc Medicine Inc / Novo Holdings A/S - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Disc Medicine, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 254604 101 (CUSIP Number) December 29, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru
January 3, 2023	SC 13D/A	IRON / Disc Medicine Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Disc Medicine, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 254604 101 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP VI LLC OrbiMed Capital GP VIII LLC OrbiMed Genesis GP LLC 601 Lexington Avenue, 54th Floor New York, NY 1002
December 29, 2022	EX-3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Disc Medicine, Inc., dated December 28, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GEMINI THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Gemini Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Cor
December 29, 2022	EX-99.5	INDEX TO DISC’S CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 2021 and year ended December 31, 2020 Exhibit 99.5 INDEX TO DISC?S CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 2021 and year ended December 31, 2020 Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets 3 Consolidated Statements of Operations and Comprehensive Loss 4 Consolidated Statements of Convertible Preferred Stock and Stockholders? Deficit 5
December 29, 2022	EX-10.5	Common Stock Issuance Agreement, dated as of December 29, 2022, by and between Disc Medicine Opco, Inc., F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022) EX-10.5 8 brhc10045896ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 DISC MEDICINE, INC. COMMON STOCK ISSUANCE AGREEMENT This Common Stock Issuance Agreement (this “Agreement”) is made as of December 29, 2022, by and between Disc Medicine, Inc., a Delaware corporation with an office and place of business at 321 Arsenal Street, Suite 101, Watertown, MA 02472 (the “Company”), F. Hoffmann-La Roche Ltd, with an
December 29, 2022	EX-10.9	2017 Stock Option and Grant Plan of Disc Medicine, Inc., and form of award agreements thereunder (incorporated by reference to Exhibit 10.9 to Current Report on Form 8-K filed on December 29, 2022). EX-10.9 12 brhc10045896ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 DISC MEDICINE, INC. 2017 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Disc Medicine, Inc. 2017 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Disc Medicine, I
December 29, 2022	EX-10.8	DISC MEDICINE, INC. EMPLOYMENT AGREEMENT Exhibit 10.8 DISC MEDICINE, INC. EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made between Disc Medicine, Inc. (formerly Gemini Therapeutics, Inc.), (the ?Company?), and William Savage, MD, Ph.D. (the ?You?) and is effective as of the closing of the proposed business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) and Gemstone Merger Sub, I
December 29, 2022	EX-10.1	Registration Rights Agreement, among Disc Medicine, Inc. and certain of its stockholders, dated December 28, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). EX-10.1 4 brhc10045896ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2022, between Disc Medicine Opco, Inc. (f/k/a Disc Medicine, Inc.) a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers
December 29, 2022	EX-99.3	DISC’S BUSINESS Exhibit 99.3 DISC?S BUSINESS Overview Disc is a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases. Disc has assembled a portfolio of clinical and preclinical product candidates that aim to modify fundamental biological pathways associated with the formation and function
December 29, 2022	EX-99.1	Disc Medicine Announces Completion of Merger with Gemini Therapeutics Exhibit 99.1 Disc Medicine Announces Completion of Merger with Gemini Therapeutics ? The combined company will operate as Disc Medicine and will trade on the Nasdaq Global Market under the ticker symbol ?IRON? ? Approximately $175 million of cash and cash equivalents to provide operating runway into 2025 WATERTOWN, Mass. (December 29, 2022) ? Disc Medicine, Inc. (?Disc?), a clinical-stage biopharm
December 29, 2022	EX-10.7	DISC MEDICINE, INC. EMPLOYMENT AGREEMENT EX-10.7 10 brhc10045896ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 DISC MEDICINE, INC. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Disc Medicine, Inc. (formerly Gemini Therapeutics, Inc.), (the “Company”), and Joanne Bryce, CPA (the “You”) and is effective as of the closing of the proposed business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Med
December 29, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 DISC MEDICINE, UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 DISC MEDICINE, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commission F
December 29, 2022	EX-14.1	Code of Business Conduct and Ethics of Disc Medicine, Inc. (incorporated by reference to Exhibit 14.1 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). EX-14.1 14 brhc10045896ex14-1.htm EXHIBIT 14.1 Exhibit 14.1 DISC MEDICINE, INC. Code of Business Conduct and Ethics I. Purpose and Scope The Board of Directors of Disc Medicine, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”) to aid the Company’s directors, officers, employees and designated agents in making ethical and legal
December 29, 2022	EX-10.10	Notice of Termination, Separation Agreement and Release, dated as of December 29, 2022, by and between Gemini Therapeutics, Inc. and Brian Piekos (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). Exhibit 10.10 December 29, 2022 Brian Piekos Re: Notice of Termination, Separation Agreement and Release Dear Brian: As discussed, this letter confirms the terms of your separation from employment at Gemini Therapeutics, Inc. (the ?Company?).1 As we agreed, your employment will end on December 29, 2022 (the ?Separation Date?), which follows the occurrence of a Change in Control (as defined in the
December 29, 2022	EX-99.2	RISK FACTORS Exhibit 99.2 RISK FACTORS Investing in our securities involves a high degree of risk. You should carefully consider the risk factors set forth below and under ?Risk Factors? in (i) our Annual Report on Form 10-K for the year ended December 31, 2021 and (ii) our Quarterly Reports on Form 10-Q for the three months ended March 31, 2022, June 30, 2022 and September 30, 2022 as updated by our subsequen
December 29, 2022	EX-10.6	Employment Agreement, dated as of December 29, 2022, by and between Disc Medicine, Inc. and John Quisel, J.D. Ph.D. (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). Exhibit 10.6 DISC MEDICINE, INC. EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made between Disc Medicine, Inc., (the ?Company?), and John D. Quisel, J.D., Ph.D. (the ?You?) and is effective as of the closing of the proposed business combination among the Company, Disc Medicine Opco, Inc. (formerly Disc Medicine, Inc.) and Gemstone Merger Sub, Inc. pursuant to that certain Agreem
December 29, 2022	EX-10.3	Form of Indemnification Agreement for Directors of Disc Medicine, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). EX-10.3 6 brhc10045896ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 DISC MEDICINE, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Disc Medicine, Inc., a Delaware corporation, together with its subsidiary, (the “Company”), and [Director] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of h
December 29, 2022	EX-99.4	DISC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.4 DISC?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On December 29, 2022, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of August 9, 2022 (the ?Merger Agreement?), by and among Disc Medicine, Inc., formerly Gemini Therapeutics, Inc. (the ?Company?), Disc Medicine Opco, Inc. (formerly Disc Medicine
December 29, 2022	EX-99.6	INDEX TO DISC’S CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.6 INDEX TO DISC?S CONSOLIDATED FINANCIAL STATEMENTS Periods ended September 30, 2022 and 2021 Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations and Comprehensive Loss 3 Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders? Deficit 4 Condensed Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financi
December 29, 2022	EX-3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Disc Medicine, Inc., dated December 29, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GEMINI THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Gemini Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Cor
December 29, 2022	EX-10.2	Contingent Value Rights Agreement (Incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K (SEC File No. 001-39438), filed with the Securities and Exchange Commission on December 29, 2022). Exhibit 10.2 CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN GEMINI THERAPEUTICS, INC. and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY Dated as of December 29, 2022 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this ?Agreement?), dated as of December 29, 2022 is entered into by and among Gemini Therapeutics, Inc. a Delaware corporation (?Gem?), and Continental Stock Transfer
December 29, 2022	EX-10.4	Form of Indemnification Agreement for Officers of Disc Medicine, Inc. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). Exhibit 10.4 DISC MEDICINE, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of by and between Disc Medicine, Inc., a Delaware corporation, together with its subsidiaries, (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve th
December 29, 2022	EX-99.7	SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Exhibit 99.7 SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Selected Historical Consolidated Financial Data of Gemini The following tables summarize Gemini?s consolidated financial data. The consolidated statement of operations data for the years ended December 31, 2020 and 2021 and the consolidated balance sheet data as of December 31, 2020 and 2021 have been derive
December 28, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 GEMINI THERAPEU UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 GEMINI THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commis
December 27, 2022	EX-99.1	Disc Medicine Receives FDA Orphan Drug Designation for Bitopertin for the Treatment of Erythropoietic Protoporphyria Exhibit 99.1 Disc Medicine Receives FDA Orphan Drug Designation for Bitopertin for the Treatment of Erythropoietic Protoporphyria WATERTOWN, Mass. (December 27, 2022) ?Disc Medicine, Inc. (?Disc?), a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients suffering from serious hematologic diseases, announced today that
December 27, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 GEMINI THERAPEU 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 GEMINI THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Co
December 27, 2022	EX-99.2	1 EX-99.2 3 d237281dex992.htm EX-99.2 Exhibit 99.2 Disc Medicine \| ODD Social Media Date LinkedIn Twitter (max 280 characters) Image Tuesday, Dec 27 at 8 am ET The U.S. FDA recently granted orphan drug designation to bitopertin for the treatment of erythropoietic protoporphyria (#EPP) - read more: [link to press release] Bitopertin is an experimental agent and is not approved for use as a therapy in
December 27, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 GEMINI THERAPEU UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 GEMINI THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commis
December 13, 2022	EX-99.1	Disc Medicine Announces Several Presentations Across Hematology Portfolio at the 64th American Society of Hematology Annual Meeting EX-99.1 Exhibit 99.1 Disc Medicine Announces Several Presentations Across Hematology Portfolio at the 64th American Society of Hematology Annual Meeting WATERTOWN, Mass. (December 13, 2022) – Disc Medicine, a clinical-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel treatments for patients living with serious hematologic diseases, presented five
December 13, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2022 GEMINI THERAPEU UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2022 GEMINI THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commis
December 13, 2022	EX-99.2	Disc Medicine \| December 2022 Social Media EX-99.2 Exhibit 99.2 Disc Medicine \| December 2022 Social Media Date LinkedIn Twitter (max 280 characters) Image Wednesday, December 13 at 9 am ET An #ASH22 to remember! Disc shared five posters at the conference, covering three of our programs. Check them out on our website: [link to press release, website] An #ASH22 to remember! Disc shared five posters at the conference, covering three of our p
December 13, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2022 GEMINI THERAPEU 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2022 GEMINI THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Co
December 8, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2022 GEMINI THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Commiss
December 8, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2022 GEMINI THERAPEUT 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2022 GEMINI THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39438 85-1612845 (State or other jurisdiction of incorporation) (Com
December 2, 2022	424B3	PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-267276 ? ? ? ? ? PROPOSED MERGER ? YOUR VOTE IS VERY IMPORTANT To the Stockholders of Gemini Therapeutics, Inc. and Disc Medicine, Inc., Gemini Therapeutics, Inc., a Delaware corporation, or Gemini, and Disc Medicine, Inc., a Delaware corporation, or Disc, entered into an Agreement and Plan of Merger and Reorganization, or the
December 1, 2022	S-4/A	As filed with the Securities and Exchange Commission on December 1, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 1, 2022 No.
December 1, 2022	CORRESP	[Signature Page Follows] December 1, 2022 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance ? Office of Life Sciences 100 F Street, N.

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