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 sales agreement, dated October 10, 2023 (the Sales Agreement) relating to the offering of up to $59,700,000 of
the Companys Common Shares (the Original Offering Amount). All capitalized terms not defined herein shall have the meanings ascribed to them in the Sales Agreement.
On the date hereof, the Company filed or will file (i) a prospectus supplement (the December 2023 Prospectus)
to a new shelf Registration Statement on Form S-3 (333-2725652) (the November 2023 Registration Statement) relating to the offer and sale of the
Original Offering Amount plus an additional $140,300,000 of the Companys Common Shares (the Additional Offering Amount) pursuant to the Sales Agreement and (ii) a post-effective amendment to its existing shelf
Registration Statement on Form S-3 (333-269272) (the Existing Shelf) to terminate any and all offerings of its securities pursuant to the Existing
Shelf (the Post-Effective Amendment), including its offering of the Original Offering Amount pursuant to the Sales Agreement and a prospectus supplement thereto filed with the Commission on October 10, 2023 (the
October 2023 Prospectus). Once the Commission has declared the Post-Effective Amendment effective, the Original Offering Amount shall be offered and sold pursuant to the December 2023 Prospectus and no further offerings or sales
of the Original Offering Amount shall be made pursuant to the October 2023 Prospectus.
This Amendment No. 1, among other items,
increases the aggregate offering price to $200,000,000.
The parties, intending to be legally bound, hereby amend the Sales Agreement as
follows:
1. The preamble to the Sales Agreement is hereby deleted in its entirety and replaced with the following:
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 Companys common stock, par value $0.0001 per share (the Common Shares), having
an aggregate offering price of up to $200,000,000 on the terms set forth in this agreement (this Agreement).
2.
For the avoidance of doubt, any reference to (i) Prospectus in the Sales Agreement shall be deemed to include the December 2023 Prospectus and (ii) Registration Statement shall be deemed to include the November 2023 Registration
Statement.
3. The Company represents and warrants to, and agrees with the Agent that: (a) this Amendment No. 1 has been duly
authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement
hereof may be limited by