Material Agreement Form 8 K

On November 15, 2024, Disc Medicine, Inc. (the "Company") entered into a Controlled Equity Offering ^SM Sales Agreement (the "Agreement") with Cantor Fitzgerald & Co. ("Cantor"), pursuant to which the Company may, from time to time in its sole discretion, issue and sell to or through Cantor, acting as sales agent, shares of the Company's common stock, par value $0.0001 per share ("common stock"). The issuance and sale, if any, of shares of common stock having an aggregate offering price of up to $200.0 million by the Company under the Agreement (the "Placement Shares") will only be made pursuant to the Company's effective registration statement on Form S-3 (No. 333-281359) anda prospectus supplement related thereto.

Pursuant to the Agreement, Cantor may sell the Placement Shares by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"). Cantor will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Placement Shares from time to time, based upon instructions from the Company (including any price or size limits the Company may impose). The Company and Cantor may also agree to sell Placement Shares to Cantor as principal at a price agreed upon by the parties at each relevant time Placement Shares are sold pursuant to the Agreement.

The Company will pay Cantor a commission of up to 3.0% of the gross proceeds of any Placement Shares sold pursuant to the Agreement.

The Company is not obligated to make any sales of Placement Shares under the Agreement. The offering of Placement Shares pursuant to the Agreement will terminate upon the termination of the Agreement in accordance with its terms.

The Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Cantor against certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K andis incorporated herein by reference. A copy of the opinion of Goodwin Procter LLP relating to the validity of the Placement Shares in the offering is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shallnot constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.