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| CIK | 1645569 |
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 DICE Therapeutics Inc
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40794 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in |
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| August 9, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DICE THERAPEUTICS, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DICE THERAPEUTICS, INC. 1. The name of the corporation is: DICE Therapeutics, Inc. (the “Corporation”). 2. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: National Registered Ag |
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| August 9, 2023 |
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 9, 2023 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 9, 2023 |
As filed with the Securities and Exchange Commission on August 9, 2023 As filed with the Securities and Exchange Commission on August 9, 2023 Registration No. |
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| August 9, 2023 |
AMENDED AND RESTATED BYLAWS DICE THERAPEUTICS, INC. (a Delaware corporation) ARTICLE I EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DICE THERAPEUTICS, INC. (a Delaware corporation) ARTICLE I STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders of Dice Therapeutics, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, |
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| August 9, 2023 |
As filed with the Securities and Exchange Commission on August 9, 2023 As filed with the Securities and Exchange Commission on August 9, 2023 Registration No. |
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| August 9, 2023 |
Lilly Completes Acquisition of DICE Therapeutics EX-99.(a)(5)(C) Exhibit (a)(5)(C) For Release: Aug. 9, 2023 Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Completes Acquisition of DICE Therapeutics INDIANAPOLIS, Aug. 9, 2023 — Eli Lilly and Company (NYSE: LLY) today announced the successful completion of its acquisition of DICE Therapeutics, Inc. (NASDAQ: |
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| August 9, 2023 |
DICE / DICE Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* DICE THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Na |
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| August 9, 2023 |
As filed with the Securities and Exchange Commission on August 9, 2023 As filed with the Securities and Exchange Commission on August 9, 2023 Registration No. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) DICE THERAPEUTICS, INC. (Name of Subject Company (issuer)) DURNING ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (ide |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) DICE Therapeutics, Inc. (Name of Subject Company) DICE Therapeutics, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti |
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| August 9, 2023 |
As filed with the Securities and Exchange Commission on August 9, 2023 As filed with the Securities and Exchange Commission on August 9, 2023 Registration No. |
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| August 9, 2023 |
As filed with the Securities and Exchange Commission on August 9, 2023 As filed with the Securities and Exchange Commission on August 9, 2023 Registration No. |
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| August 8, 2023 |
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 (Mark One) ☒ 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: 001-40794 DICE THERA |
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| July 25, 2023 |
Lilly Announces Extension of Tender Offer to Acquire DICE EX-99.(a)(5)(B) Exhibit (a)(5)(B) For Release: July 25, 2023 @ 6:55 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Announces Extension of Tender Offer to Acquire DICE INDIANAPOLIS, July 25, 2023 – Eli Lilly and Company (NYSE: LLY) today announced the extension of the expiration of the tender offer to |
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| July 25, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) DICE Therapeutics, Inc. (Name of Subject Company) DICE Therapeutics, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class o |
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| July 25, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.2) DICE THERAPEUTICS, INC. (Name of Subject Company (issuer)) DURNING ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Per |
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| July 17, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) DICE Therapeutics, Inc. (Name of Subject Company) DICE Therapeutics, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class o |
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| July 17, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.1) DICE THERAPEUTICS, INC. (Name of Subject Company (issuer)) DURNING ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Per |
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| June 30, 2023 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made only by the Offer to Purchase, dated June 30, 2023 (the “Offer to Purchase”) and the related Letter of Transmittal, as each may be amended or supplemented from time to time, and is being made to all holders |
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| June 30, 2023 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 30, 2023 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of DICE THERAPEUTICS, INC. at $48.00 per share, net in cash, without interest and less any applicable tax withholding Pursuant to the Offer to Purchase dated June 30, 2023 by DURNING ACQUISITION CORPORATION a wholly-owned subsidiary of ELI LILLY AND COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE |
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| June 30, 2023 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of DICE THERAPEUTICS, INC. at $48.00 per share, net in cash, without interest and less any applicable tax withholding by DURNING ACQUISITION CORPORATION a wholly-owned subsidiary of ELI LILLY AND COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M., EASTERN TIME |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 DICE THERAPEUTICS, INC. (Name of Subject Company (issuer)) DURNING ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifying status as |
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| June 30, 2023 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of DICE THERAPEUTICS, INC. at $48.00 per share, net in cash, without interest and less any applicable tax withholding Pursuant to the Offer to Purchase dated June 30, 2023 by DURNING ACQUISITION CORPORATION a wholly-owned subsidiary of ELI LILLY AND COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE |
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| June 30, 2023 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of DICE THERAPEUTICS, INC. at $48.00 per share, net in cash, without interest and less any applicable tax withholding Pursuant to the Offer to Purchase dated June 30, 2023 by DURNING ACQUISITION CORPORATION a wholly-owned subsidiary of ELI LILLY AND COMPANY THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MI |
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| June 30, 2023 |
EX-99.(d)(4) Exhibit (d)(4) Contract No.: ICMConfidentialityAgreement6334 CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made on the last date signed below, (the “Effective Date”), between Eli Lilly And Company, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, United States (“Lilly”), and DiCE Therapeutics, Inc. having it |
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| June 30, 2023 |
FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENT EX-99.(d)(5) Exhibit (d)(5) FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENT Eli Lilly And Company and DICE Therapeutics, Inc. entered into a Confidentiality Agreement effective April 21, 2022 (the “Agreement”). This amendment (“Amendment”) forms part of and is hereby incorporated by reference into the Agreement. By this Amendment, the parties agree to, and hereby: (a) extend the term of the Agreement |
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| June 30, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO DICE THERAPEUTICS, INC. |
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| June 23, 2023 |
DICE / DICE Therapeutics Inc / Northpond Ventures, LP - 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)* DICE Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 800 Bethesda, MD 20814 240-800-12 |
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| June 22, 2023 |
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) DICE Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 23345J104 (CUSIP Number) Jonathan Goodman Sands Capital Ventures, LLC 1000 Wilson Blvd., Suite 3000, Arlington VA 22209 Telephone: (703) 562-4000 (Name, Address |
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| June 21, 2023 |
DICE / DICE Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* DICE THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Na |
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| June 20, 2023 |
EX-10.1 Exhibit 10.1 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 18, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Durning Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of DICE Therapeutics, Inc., a Delaware corporatio |
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| June 20, 2023 |
EX-10.2 Exhibit 10.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 18, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Durning Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of DICE Therapeutics, Inc., a Delaware corporatio |
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| June 20, 2023 |
EX-99.2 Exhibit 99.2 Email to Service Providers Colleagues, Earlier today, we announced that DICE Therapeutics has entered into a definitive agreement to be acquired by Eli Lilly and Company. Below is the email Kevin sent to employees announcing this news. As a key member of the DICE team, we wanted to confirm that our work at DICE continues as usual. Between the signing and closing, DICE Therapeu |
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| June 20, 2023 |
EX-99.3 Exhibit 99.3 Employee FAQ 1. What was announced today? Eli Lilly and Company and DICE Therapeutics, Inc. (“DICE” or “DICE Therapeutics”) announced an agreement for the acquisition of DICE Therapeutics for $48 per share, or approximately $2.4 billion. 2. Why does Lilly want to acquire DICE? Lilly was looking for opportunities to expand the breadth of its immunology portfolio and recognized |
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| June 20, 2023 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 DICE Therapeutics, Inc. (Name of Subject Company) DICE Therapeutics, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 2345J |
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| June 20, 2023 |
Lilly to Acquire DICE Therapeutics to Advance Innovation in Immunology EX-99.1 Exhibit 99.1 June 20, 2023 For Release: June 20, 2023 @ 6:45 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Dan Budwick; [email protected] (DICE Media and Investors) Lilly to Acquire DICE Therapeutics to Advance Innovation in Immunology INDIANAPOLIS and SOUTH SAN FRANCISCO, Calif., June 20, 2023 – El |
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| June 20, 2023 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 DICE THERAPEUTICS, INC. (Name of Subject Company (issuer)) DURNING ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifying s |
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| June 20, 2023 |
EX-99.4 EXHIBIT 99.4 Investor FAQ 1. When will more information about the transaction and negotiations be available? Eli Lilly and Company will initiate the tender offer process with a public filing of a tender offer document, and DICE Therapeutics, Inc. (“DICE”) will make its own public filing at the same time. Please review these documents for additional background to the transaction. 2. Why sel |
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| June 20, 2023 |
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 18, 2023 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 20, 2023 |
Lilly to Acquire DICE Therapeutics to Advance Innovation in Immunology EX-99.1 Exhibit 99.1 June 20, 2023 For Release: June 20, 2023 @ 6:45 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Dan Budwick; [email protected] (DICE Media and Investors) Lilly to Acquire DICE Therapeutics to Advance Innovation in Immunology INDIANAPOLIS and SOUTH SAN FRANCISCO, Calif., June 20, 2023 – El |
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| June 20, 2023 |
Lilly to Acquire DICE Therapeutics to Advance Innovation in Immunology EX-99.1 Exhibit 99.1 June 20, 2023 For Release: June 20, 2023 @ 6:45 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Dan Budwick; [email protected] (DICE Media and Investors) Lilly to Acquire DICE Therapeutics to Advance Innovation in Immunology INDIANAPOLIS and SOUTH SAN FRANCISCO, Calif., June 20, 2023 – El |
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| June 20, 2023 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 18, 2023, AMONG ELI LILLY AND COMPANY, DURNING ACQUISITION CORPORATION AND DICE THERAPEUTICS, INC. Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construction 11 ARTICLE II THE OFFER 12 SECTION 2.01 The Offer 12 SECTION 2.02 Company Actions 14 ARTICLE III THE MERGER |
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| June 7, 2023 |
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 07, 2023 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 7, 2023 |
DICE THERAPEUTICS, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibt 3.1 DICE THERAPEUTICS, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DICE Therapeutics, Inc., a Delaware corporation, hereby certifies as follows: 1. The name of this corporation is “DICE Therapeutics, Inc.” The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 14, 2021 under the name DICE Therapeutics |
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| May 11, 2023 |
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 11, 2023 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 11, 2023 |
DICE Therapeutics Reports First Quarter 2023 Financial Results and Recent Highlights Exhibit 99.1 DICE Therapeutics Reports First Quarter 2023 Financial Results and Recent Highlights • First patient dosed in global Phase 2b clinical trial of lead oral IL-17 inhibitor, DC-806, in moderate-to-severe psoriasis • Topline data from Phase 1 clinical trial of second oral IL-17 inhibitor, DC-853, in healthy volunteers expected in 2H 2023 • Strong financial position with $554.5 million in |
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| May 11, 2023 |
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 (Mark One) ☒ 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: 001-40794 DICE THER |
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| April 26, 2023 |
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 |
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| April 26, 2023 |
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 |
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| April 14, 2023 |
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 |
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| March 29, 2023 |
DICE / DICE Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* DICE THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Na |
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| March 15, 2023 |
EX-4.4 Exhibit 4.4 FORM OF DEBT SECURITY [Face of Security] DICE THERAPEUTICS, INC. [If applicable, insert—FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS “PRINCIPAL AMOUNT”), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMOUNT, THE YIELD |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ 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: 001-40794 DICE THERAPEUTICS, INC. ( |
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| March 15, 2023 |
Press release issued by DICE Therapeutics, Inc. on March 15, 2023. Exhibit 99.1 DICE Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results and Recent Highlights • IND application for DICE’s lead oral IL-17 antagonist, DC-806, cleared by FDA; global Phase 2b clinical trial in patients with moderate-to-severe psoriasis on track to initiate in 1H 2023 • First participants dosed in Phase 1 clinical trial of second oral IL-17 antagonist DC-853; topl |
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| March 15, 2023 |
As filed with the Securities and Exchange Commission on March 15, 2023 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 15, 2023 Registration No. |
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| March 15, 2023 |
As filed with the Securities and Exchange Commission on March 15, 2023 As filed with the Securities and Exchange Commission on March 15, 2023 Registration No. |
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| March 15, 2023 |
Offer Letter, dated September 7, 2021, by and between the Registrant and Timothy Lu, M.D., Ph.D. Exhibit 10.9 279 E. Grand Avenue South San Francisco, CA 94080 (ph) 650.566.1402 (fx) 650.566.1429 www.dicemolecules.com September 24, 2021 Timothy Lu, PhD, MD Via Email Dear Dr. Lu: This letter agreement amends and restates the offer letter between you and DICE Therapeutics, Inc. (the “Company”)1, dated July 23, 2020 (the “Prior Agreement”) effective [ ]2, 2021. You will continue to work in the r |
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| March 15, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant DiCE Molecules SV, Inc. DiCE Alpha, Inc. |
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| March 15, 2023 |
EX-1.2 Exhibit 1.2 DICE Therapeutics, Inc. Common Stock ($0.0001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT March 15, 2023 BofA Securities, Inc. Stifel, Nicolaus & Company, Incorporated c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Stifel, Nicolaus & Company, Incorporated 787 7th Avenue New York, New York 10019 Ladies and Gentlemen: DICE Therapeutics, Inc., a Delaware co |
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| March 15, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Fee Filing Tables Form S-3 (Form Type) DICE Therapeutics, Inc. |
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| March 15, 2023 |
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 15, 2023 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) DICE Therapeutics, Inc. |
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| March 15, 2023 |
EX-4.5 Exhibit 4.5 DICE THERAPEUTICS, INC. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 – DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 4 ARTICLE 2 – THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3 |
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| February 14, 2023 |
SC 13G 1 p23-0584sc13g.htm DICE THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Dice Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check |
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| February 10, 2023 |
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 07, 2023 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 17, 2022 |
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 14, 2022 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 17, 2022 |
Exhibit 3.1 DICE THERAPEUTICS, INC. (a Delaware corporation) RESTATED BYLAWS As Amended and Restated on November 14, 2022 DICE THERAPEUTICS, INC. (a Delaware corporation) RESTATED BYLAWS TABLE OF CONTENTS Page Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: Orga |
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| November 10, 2022 |
DICE / DICE Therapeutics Inc / DRIEHAUS CAPITAL MANAGEMENT LLC - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DICE Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 23345J104 (CUSIP Number) October 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| November 10, 2022 |
DICE / DICE Therapeutics Inc / Northpond Ventures, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DICE Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 850 Bethesda, MD 20814 240-800-1200 (Name, |
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| November 9, 2022 |
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 09, 2022 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 9, 2022 |
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 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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: 001-40794 DICE |
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| November 9, 2022 |
DICE Therapeutics Reports Third Quarter 2022 Financial Results and Recent Highlights Exhibit 99.1 DICE Therapeutics Reports Third Quarter 2022 Financial Results and Recent Highlights • Reported positive Phase 1 proof-of-concept data supporting the further development of lead oral IL-17 antagonist, DC-806, as potential best-in-class oral agent for psoriasis • Demonstrated direct inhibition of a cytokine with a small molecule in psoriasis patients, which we believe validates the DEL |
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| October 19, 2022 |
DICE / DICE Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DICE THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Na |
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| October 13, 2022 |
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 12, 2022 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 13, 2022 |
Underwriting Agreement, dated October 12, 2022. EX-1.1 Exhibit 1.1 Execution Version DICE THERAPEUTICS, INC. (a Delaware corporation) 8,219,178 Shares of Common Stock UNDERWRITING AGREEMENT Dated: October 12, 2022 DICE THERAPEUTICS, INC. (a Delaware corporation) 8,219,178 Shares of Common Stock UNDERWRITING AGREEMENT October 12, 2022 BofA Securities, Inc. SVB Securities LLC Evercore Group L.L.C. Guggenheim Securities, LLC as Representatives of |
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| October 13, 2022 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267702 P R O S P E C T U S S U P P L E M E N T (To prospectus dated October 7, 2022) 8,219,178 Shares Common Stock We are offering 8,219,178 shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “DICE.” The last reported sale price of our common stock on The Nasdaq Global Mar |
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| October 13, 2022 |
DICE Announces Pricing of Upsized Public Offering of Common Stock EX-99.1 Exhibit 99.1 DICE Announces Pricing of Upsized Public Offering of Common Stock SOUTH SAN FRANCISCO, Calif., October 12, 2022 (GLOBE NEWSWIRE) — DICE Therapeutics, Inc. (Nasdaq: DICE), a biopharmaceutical company leveraging its proprietary technology platform to build a pipeline of novel oral therapeutic candidates to treat chronic diseases in immunology and other therapeutic areas, today a |
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| October 11, 2022 |
EX-99.1 Exhibit 99.1 DICE Therapeutics Announces Positive Topline Data from Phase 1 Clinical Trial of Lead Oral IL-17 Antagonist, DC-806, for Psoriasis Clinical proof-of-concept in psoriasis patients achieved with a mean percentage reduction in PASI from baseline at 4 weeks of 43.7% in the high dose group compared to 13.3% in the placebo group, with an exploratory p-value of 0.0008 DC-806 was well |
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| October 11, 2022 |
EX-99.2 Exhibit 99.2 DC-806: Phase 1 Topline Results October 11, 2022 Disclaimer This presentation and the accompanying oral commentary contain forward-looking statements and information relating to DICE Therapeutics, Inc. within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on forward-l |
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| October 11, 2022 |
Subject to Completion, Preliminary Prospectus Supplement, dated October 11, 2022 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267702 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi |
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| October 11, 2022 |
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 11, 2022 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 5, 2022 |
CORRESP 1 filename1.htm DICE THERAPEUTICS, INC. 400 East Jamie Court, Suite 300 South San Francisco, California 94080 October 5, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Office of Life Sciences Re: DICE Therapeutics, Inc. Registration Statement on Form S-3 Filed October 3, 2022 File No. 333-267702 Via E |
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| October 3, 2022 |
As filed with the Securities and Exchange Commission on October 3, 2022 Table of Contents As filed with the Securities and Exchange Commission on October 3, 2022 Registration No. |
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| October 3, 2022 |
EX-FILING FEES 6 d324236dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Fee Filing Tables Form S-3 (Form Type) DICE Therapeutics, Inc. (Exact name of Registration as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering |
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| October 3, 2022 |
Exhibit 4.5 DICE THERAPEUTICS, INC. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 ? DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 4 ARTICLE 2 ? THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3. EXECU |
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| October 3, 2022 |
Exhibit 4.4 FORM OF DEBT SECURITY [Face of Security] DICE THERAPEUTICS, INC. [If applicable, insert?FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS ?PRINCIPAL AMOUNT?), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMOUNT, THE YIELD TO MAT |
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| August 11, 2022 |
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, 2022 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 11, 2022 |
Exhibit 10.1 JOINDER AND FIRST AMENDMENT to Loan and security agreement This Joinder and First Amendment to Loan and Security Agreement (this ?Amendment?) is entered into this 27th day of June, 2022, by and among (a) Silicon Valley Bank (?Bank?) and (b) (i) DICE MOLECULES SV, INC., a Delaware corporation (?SV?), (ii) DICE ALPHA, INC., a Delaware corporation (?Alpha?, and together with SV, ?Existin |
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| August 11, 2022 |
DICE Therapeutics Reports Second Quarter 2022 Financial Results and Recent Highlights Exhibit 99.1 DICE Therapeutics Reports Second Quarter 2022 Financial Results and Recent Highlights ? Completed enrollment in Phase 1 clinical trial of lead oral IL-17 antagonist DC-806; topline proof-of-concept data in healthy volunteers and psoriasis patients expected in 2H 2022 SOUTH SAN FRANCISCO, CA, August 11, 2022 ? DICE Therapeutics, Inc. (Nasdaq: DICE), a biopharmaceutical company leveragi |
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| August 11, 2022 |
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 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 001-40794 DICE THERA |
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| August 11, 2022 |
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| June 28, 2022 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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 27, 2022 DICE THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40794 47-2286244 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 8, 2022 |
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 7, 2022 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40794 47-2286244 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 12, 2022 |
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 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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: 001-40794 DICE THER |
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| May 12, 2022 |
DICE Therapeutics Reports First Quarter 2022 Financial Results and Recent Highlights Exhibit 99.1 DICE Therapeutics Reports First Quarter 2022 Financial Results and Recent Highlights ? Topline proof-of-concept data from Phase 1 clinical trial of oral IL-17 antagonist DC-806 in healthy volunteers and psoriasis patients expected in mid-2022 ? Current cash provides runway through mid-2024 and multiple expected key clinical milestones SOUTH SAN FRANCISCO, CA, May 12, 2022 ? DICE Thera |
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| May 12, 2022 |
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 12, 2022 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40794 47-2286244 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 3, 2022 |
Regulation FD Disclosure, 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): May 3, 2022 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40794 47-2286244 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 3, 2022 |
Corporate Presentation May 2022 Exhibit 99.1 Forward Looking Statements These slides contain forward-looking statements and information relating to DICE Therapeutics, Inc. within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on forward-looking statements, as these statements are based up |
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| April 26, 2022 |
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 |
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| April 26, 2022 |
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 |
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| March 28, 2022 |
As filed with the Securities and Exchange Commission on March 28, 2022 As filed with the Securities and Exchange Commission on March 28, 2022 Registration No. |
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| March 28, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes the most important terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our restated certificate of incorporatio |
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| March 28, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant DiCE Molecules SV, Inc. DiCE Alpha, Inc. |
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| March 28, 2022 |
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, 2021 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: 001-40794 DICE THERAPEUT |
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| March 28, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) DICE Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.000 |
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| March 28, 2022 |
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 24, 2022 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40794 47-2286244 (State or other jurisdiction of incorporation) (Commission |
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| March 21, 2022 |
DICE Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results and Recent Highlights Exhibit 99.1 DICE Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results and Recent Highlights ? On track to deliver topline proof-of-concept data from Phase 1 clinical trial of oral IL-17 antagonist DC-806 in healthy volunteers and psoriasis patients in mid-2022 ? Named development candidate DC-853 from the novel scaffold program 1 series of oral IL-17 franchise ? Current cash p |
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| March 21, 2022 |
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 15, 2022 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40794 47-2286244 (State or other jurisdiction of incorporation) (Commission |
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| February 17, 2022 |
Regulation FD Disclosure, 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): February 17, 2022 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40794 47-2286244 (State or other jurisdiction of incorporation) (Commissi |
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| February 17, 2022 |
Corporate Presentation February 2022 Exhibit 99.1 Forward Looking Statements These slides contain forward-looking statements and information relating to DICE Therapeutics, Inc. within the meaning of, and made pursuant to the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on forward-looking statements, as these statements are bas |
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| February 14, 2022 |
DICE / DICE Therapeutics Inc / DRIEHAUS CAPITAL MANAGEMENT LLC - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* DICE Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 23345J104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| November 12, 2021 |
Restated Certificate of Incorporation. Exhibit 3.1 DICE THERAPEUTICS, INC. RESTATED CERTIFICATE OF INCORPORATION DICE Therapeutics, Inc., a Delaware corporation, hereby certifies as follows: 1.The name of this corporation is ?DICE Therapeutics, Inc.? The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 14, 2021 under the name DICE Therapeutics, Inc. 2.The |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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: 001-40794 DICE THERAPEUTICS, INC. |
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| November 12, 2021 |
Exhibit 3.2 DICE THERAPEUTICS, INC. (a Delaware corporation) RESTATED BYLAWS As Adopted September 14, 2021 and As Effective September 17, 2021 DICE THERAPEUTICS, INC. (a Delaware corporation) RESTATED BYLAWS TABLE OF CONTENTS Page Article I: STOCKHOLDERS1 Section 1.1: Annual Meetings1 Section 1.2: Special Meetings1 Section 1.3: Notice of Meetings1 Section 1.4: Adjournments1 Section 1.5: Quorum2 Se |
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| November 12, 2021 |
DICE Therapeutics Reports Third Quarter 2021 Financial Results and Recent Highlights Exhibit 99.1 DICE Therapeutics Reports Third Quarter 2021 Financial Results and Recent Highlights ? Dosed first healthy volunteers in Phase 1 clinical trial of oral IL-17 antagonist S011806 ? Successfully completed $234.6 million upsized initial public offering SOUTH SAN FRANCISCO, CA, November 12, 2021 ? DICE Therapeutics, Inc. (Nasdaq: DICE), a biopharmaceutical company leveraging its proprietar |
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| November 12, 2021 |
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 12, 2021 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40794 47-2286244 (State or other jurisdiction of incorporation) (Commissi |
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| September 28, 2021 |
DICE / DICE Therapeutics Inc / Northpond Ventures, LP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DICE Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 850 Bethesda, MD 20814 240-800-1200 (Name, |
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| September 28, 2021 |
Exhibit A Joint Filing Agreement In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| September 27, 2021 |
DICE / DICE Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* DICE Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23345J104 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Name, Add |
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| September 27, 2021 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D EXHIBIT C AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D (including amendments thereto) jointly on behalf of each such party. |
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| September 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* DICE Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 23345J104 (CUSIP Number) Jonathan Goodman Sands Capital Ventures, LLC 1000 Wilson Blvd., Suite 3000, Arlington VA 22209 Telephone: (703) 562-4000 (Name, Address and Telep |
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| September 16, 2021 |
12,000,000 Shares Common Stock Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-259061 Registration No. 333-259528 PROSPECTUS 12,000,000 Shares Common Stock This is an initial public offering of shares of common stock of DICE Therapeutics, Inc. We are selling 12,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial offering price is $ |
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| September 15, 2021 |
As filed with the Securities and Exchange Commission on September 15, 2021 As filed with the Securities and Exchange Commission on September 15, 2021 Registration No. |
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| September 14, 2021 |
As Filed with the Securities and Exchange Commission on September 14, 2021. S-1MEF 1 d234015ds1mef.htm S-1MEF As Filed with the Securities and Exchange Commission on September 14, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 DICE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 47-2286244 (State or other jurisdictio |
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| September 10, 2021 |
September 10, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 10, 2021 |
CORRESP 1 filename1.htm DiCE Molecules Holdings, LLC 279 E. Grand Avenue, Suite 300, Lobby B South San Francisco, CA 94080 September 10, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Gary Newberry Angela Connell Ada D. Sarmento Laura Crotty Re: DiCE Molecules Holdings, LLC Registration Statement on F |
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| September 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 DiCE Molecules Holdings, LLC* (Exact name of Registrant as specified in its charter) Delaware 47-2286244 (State of incorporation or organization) (I.R.S. Employer Identification No.) 279 E. Grand A |
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| September 9, 2021 |
As filed with the Securities and Exchange Commission on September 9, 2021. S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 9, 2021. |
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| September 9, 2021 |
Form of Change in Control and Severance Agreement. Exhibit 10.14 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is entered into by and between [Name] (the ?Executive?) and DICE Therapeutics, Inc., a Delaware corporation (the ?Company?), effective as of (the ?Effective Date?). 1. Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 3, 7 |
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| September 9, 2021 |
2021 Equity Incentive Plan and forms of award agreements. Exhibit 10.3 DICE THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Comp |
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| September 9, 2021 |
Offer Letter by and between the Registrant and J. Kevin Judice, Ph.D. EX-10.11 8 d134346dex1011.htm EX-10.11 Exhibit 10.11 279 E. Grand Avenue South San Francisco, CA 94080 (ph) 650.566.1402 (fx) 650.566.1429 www.dicemolecules.com September 7, 2021 J. Kevin Judice, Ph.D. via email Dear Dr. Judice: This letter agreement amends and restates the offer letter between you and DICE Therapeutics, Inc. (the “Company”)1, dated January 26, 2015 (the “Prior Agreement”) effecti |
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| September 9, 2021 |
2021 Employee Stock Purchase Plan and forms of award agreements. Exhibit 10.4 DICE THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. DICE Therapeutics, Inc. adopted the Plan effective as of the Effective Date. The purpose of this Plan is to provide eligible employees of the Company and the Participating Corporations with a means of acquiring an equity interest in the Company, to enhance such employees? sense of participation in the affairs of the |
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| September 9, 2021 |
Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated September 9, 2021 Relating to Preliminary Prospectus dated September 9, 2021 Registration No. |
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| September 9, 2021 |
Exhibit 3.2 CERTIFICATE OF INCORPORATION OF DICE THERAPEUTICS, INC. FIRST: The name of this corporation is DICE Therapeutics, Inc. (the ?Corporation?). SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive in the City of Wilmington, County of New Castle, 19808, and the name of the registered agent of this Corporation in the State of Dela |
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| September 9, 2021 |
Exhibit 1.1 DICE THERAPEUTICS, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [?], 2021 DICE THERAPEUTICS, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2021 BofA Securities, Inc. SVB Leerink LLC Evercore Group L.L.C. as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New |
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| September 9, 2021 |
Offer Letter by and between the Registrant and John Jacobsen, Ph.D. Exhibit 10.12 279 E. Grand Avenue South San Francisco, CA 94080 (ph) 650.566.1402 (fx) 650.566.1429 www.dicemolecules.com September 7, 2021 John Jacobsen, Ph.D. via email Dear Dr. Jacobsen: This letter agreement amends and restates the offer letter between you and DICE Therapeutics, Inc. (the ?Company?)1, dated October 13, 2015 (the ?Prior Agreement?) effective [ ]2, 2021. You will continue to wor |
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| September 9, 2021 |
Offer Letter by and between the Registrant and Scott Robertson. Exhibit 10.13 279 E. Grand Avenue South San Francisco, CA 94080 (ph) 650.566.1402 (fx) 650.566.1429 www.dicemolecules.com September 7, 2021 Scott Robertson via email Dear Scott: This letter agreement amends and restates the offer letter between you and DICE Therapeutics, Inc. (the ?Company?)1, dated March 26, 2016 (the ?Prior Agreement?) effective [ ]2, 2021. You will continue to work in the role |
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| September 9, 2021 |
Fifth Amended and Restated Operating Agreement of the Registrant, dated August 20, 2021, as amended. Exhibit 3.1 FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DICE MOLECULES HOLDINGS, LLC (a Delaware limited liability company) This Fifth Amended and Restated Limited Liability Company Agreement (this ?Agreement?) of DiCE Molecules Holdings, LLC, a Delaware limited liability company (the ?Company?), is entered into effective as of August 20, 2021 (the ?Effective Date?) by and be |
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| August 27, 2021 |
As filed with the Securities and Exchange Commission on August 27, 2021. S-1/A Table of Contents As filed with the Securities and Exchange Commission on August 27, 2021. |
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| August 27, 2021 |
555 California Street San Francisco, CA 94104 (415) 875-2300 Fenwick.com Robert A. Freedman [email protected] | 650.335.7292 August 27, 2021 VIA EDGAR U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Gary Newberry Angela Connell Ada D. Sarmento Laura Crotty Re: DiCE Molecules Holdings, LLC Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted August 6, |
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| August 27, 2021 |
Exhibit 4.2 DICE MOLECULES HOLDINGS, LLC AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT(the ?Agreement?) is entered into as of the 20 day of August, 2021, by and among DiCE Molecules Holdings, LLC, a Delaware limited liability company (the ?Company?), the investors listed on Exhibit A hereto, referred to hereinafter as the ?Investors? and each in |
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| August 25, 2021 |
Exhibit 4.3 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD (I) EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECU |
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| August 25, 2021 |
Exhibit 4.4 THIS WARRANT AND THE UNITS ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANC |
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| August 25, 2021 |
Exhibit 2.1 PLAN OF CONVERSION Converting DiCE Molecules Holdings, LLC (a Delaware limited liability company) into DiCE Therapeutics, Inc. (a Delaware corporation) THIS PLAN OF CONVERSION (this ?Plan?), dated as of [ ], 2021, is hereby adopted and approved by DiCE Molecules Holdings, LLC, a Delaware limited liability company (the ?LLC?), in order to set forth the terms, conditions and procedures g |
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| August 25, 2021 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. CONFIDENTIAL AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT between AVENTIS INC. and DICE MOLECULES SV, LLC Dated as of December 17, 2015 Amended and Restated August 16, 2017 CONFIDENTI |
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| August 25, 2021 |
Exhibit 10.10 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of April 13, 2021 (the ?Effective Date?) by and among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94103 (?Bank?), and (b) (i) DICE MOLECULES SV, INC., a Delaware corporation (?SV?) and (ii) DICE |
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| August 25, 2021 |
Form of Indemnification Agreement with directors and officers. Exhibit 10.1 INDEMNITY AGREEMENT This Indemnity Agreement, dated as of , 2021 is made by and between DICE Therapeutics, Inc., a Delaware corporation (the ?Company?), and , a director, officer or key employee of the Company or one of the Company?s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth be |
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| August 25, 2021 |
2014 Equity Incentive Plan and forms of award agreements. Exhibit 10.2 DICE MOLECULES HOLDINGS, LLC 2014 EQUITY INCENTIVE PLAN ADOPTED ON DECEMBER 1, 2014 AS AMENDED ON JUNE 30, 2016, JULY 7 ,2018, JULY 9, 2018 AND DECEMBER 18, 2020. TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Managers 1 (b) Authority of the Managers 1 SECTION 3. ELIGIBILITY 1 SECTION 4. UNITS SUBJECT TO PLAN 1 (a) Basic |
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| August 25, 2021 |
Sublease, dated March 1, 2019, by and between Insitro, Inc. and the Registrant. Exhibit 10.5 SUBLEASE (279 East Grand Avenue?Suite 330) THIS SUBLEASE (this ?Sublease?), dated for reference purposes only as of March 1, 2019 (the ?Execution Date?), is made by and between INSITRO, INC., a Delaware corporation (?Sublandlord?), and DICE MOLECULES SV, INC., a Delaware corporation (?Subtenant?). RECITALS WHEREAS, ARE-SAN FRANCISCO No. 12, LLC, a Delaware limited liability company (? |
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| August 25, 2021 |
Lease Agreement, dated June 25, 2021, by and between ARE-EAST JAMIE COURT, LLC and the Registrant. Exhibit 10.8 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 25 day of June, 2021, between ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company (?Landlord?), and DiCE MOLECULES SV, INC., a Delaware corporation (?Tenant?). Building: 400 East Jamie Court, South San Francisco, California Premises: The entire 3rd floor of the Building, known as Suite 300, containing approxi |
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| August 25, 2021 |
Exhibit 3.3 DICE THERAPEUTICS, INC. a Delaware corporation BYLAWS As Adopted [?], 2021 DICE THERAPEUTICS, INC. a Delaware corporation BYLAWS As Adopted [?], 2021 ARTICLE I: STOCKHOLDERS Section 1.1: Annual Meetings. Unless members of the Board of Directors of the Corporation (the ?Board?) are elected by written consent in lieu of an annual meeting, as permitted by Section 211 of the Delaware Gener |
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| August 25, 2021 |
Form of Common Stock Certificate Exhibit 4.1 DICE Therapeutics Number Shares DELAWARE SEAL DICE THERAPEUTICS, INC. CORPORATE DT FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF DICE Therapeutics, Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the |
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| August 25, 2021 |
Power of Attorney (included in the signature page to this Registration Statement on Form S-1). S-1 Table of Contents As filed with the Securities and Exchange Commission on August 25, 2021. |
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| August 25, 2021 |
Exhibit 3.4 DICE THERAPEUTICS, INC. RESTATED CERTIFICATE OF INCORPORATION DICE Therapeutics, Inc., a Delaware corporation, hereby certifies as follows: 1. The name of this corporation is ?DICE Therapeutics, Inc.? The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was [ ], 2021 under the name DICE Therapeutics, Inc. 2. The Restat |
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| August 25, 2021 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Organization % Ownership* DiCE Molecules SV, Inc. Delaware 100.00 % DiCE Alpha, Inc. Delaware 100.00 % |
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| August 25, 2021 |
Exhibit 10.6 SUBLEASE COMMENCEMENT AGREEMENT August 29, 2019 Scott Robertson DiCE Molecules SV, Inc. 220 Penobscot Drive Redwood City, CA 94063 Re: Commencement Agreement with respect to that certain Sublease dated as of March 1, 2019, by and between INSITRO, INC., a Delaware corporation, as Sublandlord, and DiCE Molecules SV, Inc., a Delaware corporation, as Subtenant, for approximately 19,532 re |
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| August 25, 2021 |
First Amendment to Sublease, dated June 18, 2021, by and between Insitro, Inc. and the Registrant. Exhibit 10.7 FIRST AMENDMENT TO SUBLEASE THIS FIRST AMENDMENT TO SUBLEASE (this ?Amendment?) is made as of the 18th day of June 2021, by and between INSITRO, INC., a Delaware corporation (?Sublandlord?) and DICE MOLECULES SV, INC., a Delaware corporation (?Subtenant?), with reference to the following facts and objectives: RECITALS A. ARE-SAN FRANCISCO No. 12, LLC, a Delaware limited liability comp |
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| August 25, 2021 |
Exhibit 3.5 DICE THERAPEUTICS, INC. (a Delaware corporation) RESTATED BYLAWS As Adopted [?], 2021 and As Effective [?], 2021 DICE THERAPEUTICS, INC. (a Delaware corporation) RESTATED BYLAWS TABLE OF CONTENTS Page Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: O |
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| August 6, 2021 |
Table of Contents Confidential draft no. 2 submitted to the Securities and Exchange Commission on August 6, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under |
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| August 6, 2021 |
Exhibit 10.7 FIRST AMENDMENT TO SUBLEASE THIS FIRST AMENDMENT TO SUBLEASE (this ?Amendment?) is made as of the 18th day of June 2021, by and between INSITRO, INC., a Delaware corporation (?Sublandlord?) and DICE MOLECULES SV, INC., a Delaware corporation (?Subtenant?), with reference to the following facts and objectives: RECITALS A. ARE-SAN FRANCISCO No. 12, LLC, a Delaware limited liability comp |
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| August 6, 2021 |
Exhibit 10.8 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 25 day of June, 2021, between ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company (?Landlord?), and DiCE MOLECULES SV, INC., a Delaware corporation (?Tenant?). Building: 400 East Jamie Court, South San Francisco, California Premises: The entire 3rd floor of the Building, known as Suite 300, containing approxi |
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| August 6, 2021 |
Exhibit 3.5 DICE THERAPEUTICS, INC. (a Delaware corporation) RESTATED BYLAWS As Adopted [?], 2021 and As Effective [?], 2021 DICE THERAPEUTICS, INC. (a Delaware corporation) RESTATED BYLAWS TABLE OF CONTENTS Page Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6: O |
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| August 6, 2021 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. CONFIDENTIAL AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT between AVENTIS INC. and DICE MOLECULES SV, LLC Dated as of December 17, 2015 Amended and Restated August 16, 2017 CONFIDENTI |
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| August 6, 2021 |
DICE THERAPEUTICS, INC. RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.4 DICE THERAPEUTICS, INC. RESTATED CERTIFICATE OF INCORPORATION DICE Therapeutics, Inc., a Delaware corporation, hereby certifies as follows: 1. The name of this corporation is ?DICE Therapeutics, Inc.? The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was [ ], 2021 under the name DICE Therapeutics, Inc. 2. The Restat |
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| August 6, 2021 |
DICE MOLECULES HOLDINGS, LLC AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Exhibit 4.2 DICE MOLECULES HOLDINGS, LLC AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the ?Agreement?) is entered into as of the 18th day of December, 2020, by and among DiCE Molecules Holdings, LLC, a Delaware limited liability company (the ?Company?), the investors listed on Exhibit A hereto, referred to hereinafter as the ?Investors? and ea |
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| August 6, 2021 |
Exhibit 10.10 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of April 13, 2021 (the ?Effective Date?) by and among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94103 (?Bank?), and (b) (i) DICE MOLECULES SV, INC., a Delaware corporation (?SV?) and (ii) DICE |
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| August 6, 2021 |
SUBLEASE (279 East Grand Avenue—Suite 330) Exhibit 10.5 SUBLEASE (279 East Grand Avenue?Suite 330) THIS SUBLEASE (this ?Sublease?), dated for reference purposes only as of March 1, 2019 (the ?Execution Date?), is made by and between INSITRO, INC., a Delaware corporation (?Sublandlord?), and DICE MOLECULES SV, INC., a Delaware corporation (?Subtenant?). RECITALS WHEREAS, ARE-SAN FRANCISCO No. 12, LLC, a Delaware limited liability company (? |
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| August 6, 2021 |
Exhibit 10.1 INDEMNITY AGREEMENT This Indemnity Agreement, dated as of , 2021 is made by and between DICE Therapeutics, Inc., a Delaware corporation (the ?Company?), and , a director, officer or key employee of the Company or one of the Company?s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth be |
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| August 6, 2021 |
Exhibit 3.1 FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DICE MOLECULES HOLDINGS, LLC (a Delaware limited liability company) This Fourth Amended and Restated Limited Liability Company Agreement (this ?Agreement?) of DiCE Molecules Holdings, LLC, a Delaware limited liability company (the ?Company?), is entered into effective as of December 18, 2020 (the ?Effective Date?) by an |
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| August 6, 2021 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Organization % Ownership* DiCE Molecules SV, Inc. Delaware 100.00 % DiCE Alpha, Inc. Delaware 100.00 % |
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| August 6, 2021 |
SUBLEASE COMMENCEMENT AGREEMENT Exhibit 10.6 SUBLEASE COMMENCEMENT AGREEMENT August 29, 2019 Scott Robertson DiCE Molecules SV, Inc. 220 Penobscot Drive Redwood City, CA 94063 Re: Commencement Agreement with respect to that certain Sublease dated as of March 1, 2019, by and between INSITRO, INC., a Delaware corporation, as Sublandlord, and DiCE Molecules SV, Inc., a Delaware corporation, as Subtenant, for approximately 19,532 re |
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| August 6, 2021 |
DRSLTR 1 filename1.htm 801 California Street Mountain View, CA 94041 650.988.8500 Fenwick.com Amanda L. Rose [email protected] | 206.389.4553 August 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Gary Newberry Angela Connell Ada D. Sarmento Laura Crotty Re: DiCE Molecules Holdings, L |
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| July 2, 2021 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 2, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STAT |
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| July 2, 2021 |
DICE MOLECULES HOLDINGS, LLC WARRANT TO PURCHASE SERIES B PREFERRED UNITS Exhibit 4.4 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD (I) EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECU |
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| July 2, 2021 |
WARRANT TO PURCHASE LIMITED LIABILITY COMPANY INTERESTS Exhibit 4.5 THIS WARRANT AND THE UNITS ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANC |
