SCHEDULE: Access Industries Sells $58.7M Disc Medicine Shares

AI DMI LLC, an entity controlled by Len Blavatnik, completed a secondary offering of Disc Medicine, Inc. common stock, generating $58.7 million in net proceeds.

Summary

• AI DMI LLC, a reporting person, sold a total of 744,047 shares of Disc Medicine, Inc. common stock in a secondary offering, including shares from the underwriters' option.
• The shares were sold at a public offering price of $84.00 per share.
• AI DMI LLC received net proceeds of $58,749,951.12 from the sale.
• The offering closed on October 22, 2025.
• AI DMI LLC entered into a 45-day lock-up agreement, restricting further sales without prior written consent from the underwriters.
• Following the transaction, AI DMI LLC beneficially owns 3,018,460 shares, which includes 2,814,379 shares of Common Stock and 204,081 pre-funded warrants, representing 8.0% of Disc Medicine's common stock.

Sentiment

Score: 6

Explanation: The filing reports a significant secondary offering by a major shareholder, which provides liquidity for the selling entity. While the issuer also raised capital, the reduction in stake by a large investor could be viewed neutrally to slightly negatively by some, balanced by the orderly nature of the transaction and standard lock-up.

Positives

• AI DMI LLC realized significant liquidity from the sale, receiving $58,749,951.12 in net proceeds.
• Disc Medicine, Inc. also conducted a primary offering, selling 2,619,049 shares of Common Stock and 59,523 pre-funded warrants, which would raise capital for the company's operations.

Negatives

• A significant shareholder, AI DMI LLC, reduced its stake in Disc Medicine, Inc., which could be interpreted as a decrease in conviction by some investors.
• The primary offering by Disc Medicine, Inc. (2,619,049 shares of Common Stock and 59,523 pre-funded warrants) would result in dilution for existing shareholders.

Risks

• Potential downward pressure on Disc Medicine, Inc.'s share price due to the large secondary offering by a significant holder.
• Dilution for existing shareholders from the primary offering conducted by the issuer.

Future Outlook

AI DMI LLC is subject to a 45-day lock-up period from the date of the prospectus relating to the offering, restricting further sales of Disc Medicine, Inc. common stock or related securities without prior written consent from the underwriters, subject to certain standard exceptions.

Industry Context

This secondary offering by a major institutional investor, alongside a primary offering by the issuer, is a common capital markets activity for biotechnology companies. It allows early investors to realize returns and provides the company with additional capital for research and development or other strategic initiatives. The lock-up agreement is a standard provision in such offerings to stabilize the stock price post-transaction.

Comparison to Industry Standards

• NA

Related Party Transactions

• AI DMI LLC, an entity controlled by Len Blavatnik, acted as a selling stockholder in the underwritten offering, selling shares of Disc Medicine, Inc. common stock.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution from the primary offering by the issuer. The secondary sale by a major holder could influence market sentiment.
• AI DMI LLC: Gained significant liquidity from the sale of its shares.
• Disc Medicine, Inc.: Benefited from the primary offering (though specific proceeds to the company are not detailed in this filing) and the orderly market transaction facilitated by the underwriters.

Next Steps

• AI DMI LLC will adhere to a 45-day lock-up period, restricting further sales of Disc Medicine, Inc. securities without underwriter consent.

Key Dates

Recommendation

The filing details a significant secondary offering by a major shareholder, AI DMI LLC, which realized substantial proceeds. While this provides liquidity for the selling entity, it also represents a reduction in their stake, which could be interpreted as a neutral to slightly negative signal regarding long-term conviction. The issuer also conducted a primary offering, which is positive for its capital position but dilutive for existing shareholders. Given these factors, a 'hold' recommendation is appropriate as the transaction itself is a liquidity event for a major holder and a capital raise for the company, rather than a direct indicator of operational performance or future prospects that would warrant a strong buy or sell.

Keywords

Disc Medicine, AI DMI LLC, Access Industries, Len Blavatnik, Secondary Offering, Schedule 13D, Common Stock, Underwriting Agreement, Lock-up Agreement, Biotechnology, Pharmaceuticals