根據第 424 (b) (3) 條提交
註冊號 333-282443

 

招股說明書

 

Dianthus Therapeutics, Inc

23,655,372 股

普通股

 

 

由 出售股東

根據本招股說明書，此處確定的賣出股東（「賣出股東」） 正在以轉售方式發行（「發行」）總計不超過23,655,372股普通股，面值每股0.001美元（「普通股」），以及本公司註冊的此類普通股 特拉華州的一家公司Dianthus Therapeutics, Inc.（前身爲Magenta Therapeutics, Inc.）（「Dianthus」、「我們」、「我們」、「我們的」 或 「公司」）。轉售股份包括：

 

(i)

向Dianthus Therapeutics OPCo, Inc.（前）某些前股東發行的普通股 特拉華州的一家公司（「前Dianthus」）Dianthus Therapeutics, Inc.），以換取這些股東與特拉華州Dio Merger Sub, Inc. 的合併完成相關的前石竹普通股（x） 公司（「合併子公司」），與前石竹合併，前石竹作爲公司的全資子公司倖存，根據該特定協議和計劃，該公司於2023年9月11日關閉（「合併」） 截至2023年5月2日的合併（「合併協議」），由我們與前石竹和合並子公司共同完成，以及（y）根據認購協議（定義見下文）購買了前石竹預收融資（定義見下文） 定義見下文），與根據合併協議完成合並有關；

 

(ii)

行使時可發行的普通股 預先籌集資金 認股權證 （“2023 預先融資 由前石竹轉換而成的認股權證”） 預先籌集資金 前石竹的某些前股東購買的認股權證 前石竹 預關閉 根據與根據合併協議完成合並相關的認購協議進行融資；

 

(iii)

在2024年私募中向某些機構和合格投資者發行的普通股 根據證券購買協議（定義見下文）（定義見下文）（定義見下文）；以及

 

(iv)

行使預先注資認股權證時可發行的普通股（「2024 年預先注資」） 認股權證”，以及根據證券購買協議在2024年私募中向某些機構和合格投資者發行的2023年預融資認股權證（「預融資認股權證」）。

我們沒有根據本招股說明書發行或出售任何轉售股票，也不會從中獲得任何收益 賣出股東根據本招股說明書出售轉售股份。在進行任何行使時 預先融資 通過現金支付認股權證，但是，我們將獲得名義現金行使價 由持有人支付 預先融資 認股權證。我們打算將這些收益（如果有）用於一般公司用途。

我們對本招股說明書所涵蓋證券的註冊並不意味着賣出股東將提供或出售任何轉售 股票。賣出股東可以以多種不同的方式和不同的價格出售本招股說明書所涵蓋的轉售股票。我們在本節中提供了有關賣出股東如何出售轉售股票的更多信息 標題爲”分配計劃。” 因出售轉售股票而產生的折扣、優惠、佣金和類似銷售費用將由賣出股東承擔。我們將支付某些費用和開支（其他 而不是在美國證券交易委員會（「SEC」）註冊轉售股票時發生的折扣、優惠、佣金和類似的銷售費用）。

您應仔細閱讀本招股說明書和任何適用的招股說明書補充文件，以及此處以引用方式納入的任何文件 或者，在您投資所發行的任何證券之前。

我們的普通股在納斯達克資本市場上交易 符號 「DNTH」。2024年9月26日，我們上次公佈的普通股銷售價格爲每股27.02美元。

 

 

一個 投資我們的證券涉及高度的風險。你應該仔細考慮 「」 標題下的信息風險因素” 從本招股說明書的第 10 頁開始，以及任何 適用的招股說明書補充文件以及以引用方式納入本招股說明書的其他文件中的類似標題。

根據規則，我們是 「小型申報公司」 12b-2 《交易法》，是 但須降低上市公司的報告要求。

美國證券交易委員會和任何州證券委員會均未批准或 不贊成這些證券或已確定本招股說明書是真實還是完整。任何與此相反的陳述均屬刑事犯罪。證券不在任何不允許要約的司法管轄區發行。

 

 

本招股說明書的發佈日期爲 2024 年 10 月 9 日

目錄

 

		頁碼
關於本招股說明書			1
關於前瞻性聲明的警示聲明			2
招股說明書摘要			5
風險因素			10
通過引用信息來進行註冊			11
使用資金			12
轉讓股東			13
分銷計劃			19
股本結構描述			21
法律事項 除非適用的招股說明書另有說明，否則本招股說明書所提供證券的有效性將由紐約Ellenoff Grossman & Schole LLP律師事務所審核。如果與本招股說明書有關的法律事項由承銷商、經銷商或代理商的法律顧問通過審核，則這些律師將在適用的招股說明書中命名。			27
可獲取更多信息的地方			27
在哪裏尋找更多信息			27

關於本說明書

此招股說明書是我們向SEC提交的表格文件的一部分。 S-3 我們使用SEC提交了一份文件，採用了「掛牌」的註冊程序。根據這項掛牌註冊程序，賣方股東可能不時地在一個或多個發行中提供和出售本招股說明書中描述的證券。關於賣方股東的信息可能隨時間而變化。

本招股說明書向您提供了賣方股東可能提供的股票的一般描述。每當賣方股東使用本招股說明書出售我們的普通股時，根據法律要求，我們將提供一個包含有關該發行條款的具體信息的招股說明書附錄，包括提供的普通股數量、分銷方式、承銷商或其他交易對手的身份以及與該發行相關的其他具體條款。招股說明書附錄也可能添加、更新或更改本招股說明書中包含的信息。在招股說明書中發表的任何聲明與本招股說明書中的聲明不一致的程度，應視爲本招股說明書中的聲明被招股說明書中發表的聲明修改或取代。在投資我們的普通股之前，您應閱讀本招股說明書、任何適用的招股說明書和本招股說明書中所引用的信息。請參閱“您可以在哪裏找到更多信息“的更多信息

本招股說明書包含並通過引用包含您在做出投資決定時應考慮的信息。我們和賣方股東都未授權任何人提供任何信息或做出除包含或通過引用在本招股說明書中的信息外的任何陳述。賣方股東僅在適合合法出售我們的證券的司法管轄區提供出售，並尋求購買報價。我們未授權任何人向您提供不同的信息。本招股說明書和任何附帶的招股說明書不構成對除任何附帶招股說明書中描述的證券以外的任何證券的出售的要約，也不構成出售或徵集購買這些證券的要約，而且在這種要約或徵求中是非法的。您應假定在本招股說明書、任何招股說明書、通過引用合併的文件和任何相關的自由撰寫招股說明書中出現的信息僅截至各自日期才準確。自那些日期以來，我們的業務、財務狀況、經營業績和前景可能發生了重大變化。

對於美國以外的投資者，我們和出售股票持有人未採取任何行動，允許在其它任何要求採取行動的司法管轄區內提供或持有或分發本招股說明書，除非在美國。您需要了解並遵守與美國以外的招股和分銷有關的任何限制。

 

1

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact, included in this prospectus are forward-looking statements, including, without limitation, statements concerning our plans, objectives, goals, expectations, hopes, beliefs, intentions, assumptions, projections, estimates or strategies and any underlying assumptions regarding the future, our future results of operations and financial position, including the sufficiency of our existing cash resources to fund our operations for as long as anticipated, our liquidity, capital resources, costs and expenses, capital requirements, commitments and contingencies, the development or commercial potential of DNTH103 or any other product candidate, our anticipated preclinical and clinical drug development activities, in particular with respect to DNTH103, and any timelines, developments or results in connection therewith, including the timing of data, the efficacy, safety profile, dosing amount or frequency, method of delivery or other potential therapeutic benefits of DNTH103, the receipt or timing of potential regulatory designations, approvals and commercialization of any product candidates, market size or addressable patient population and other statements, including those included under the section titled “Risk Factors” and elsewhere in this prospectus. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “might,” “will,” “would,” “shall,” “objective,” “intend,” “target,” “should,” “could,” “can,” “expect,” “anticipate,” “believe,” “design,” “estimate,” “forecast,” “predict,” “project,” “potential,” “possible,” “plan,” “seek,” “contemplate,” “goal,” “likely” or “continue” or the negative of these terms and similar expressions intended to identify forward-looking statements, but the absence of these terms does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts and are based on our current expectations and beliefs with respect to future events and their potential effects and impacts. There can be no assurance that future events affecting us will be those that have been anticipated. Given the significant risks and uncertainties, you should not place undue reliance on these forward-looking statements.

There are a number of risks, uncertainties and other factors that could cause our actual results or outcomes, or the timing of our results or outcomes, to differ materially from the forward-looking statements expressed or implied in this prospectus. Such risks, uncertainties and other factors include, among others, the following risks, uncertainties and factors:

 

•

expectations regarding the strategies, prospects, plans, expectations and objectives of our management for future operations of the Company;

 

•

risks associated with our ability to manage expenses and unanticipated spending and costs that could reduce our cash resources;

 

•

risks related to our ability to correctly estimate our operating expenses and other events;

 

•

changes in capital resource requirements;

 

•

our ability to obtain, maintain and protect our intellectual property rights, in particular those related to our product candidates;

 

•

our ability to advance the development of our product candidates or preclinical activities under the timelines we anticipate in planned and future clinical trials;

 

•

our ability to replicate in later clinical trials positive results found in preclinical studies and early-stage clinical trials of our product candidates;

 

•

our ability to realize the anticipated benefits of our research and development programs, strategic partnerships, licensing programs or other collaborations;

 

•

regulatory requirements or developments, and our ability to obtain necessary approvals from the U.S. Food and Drug Administration (the “FDA”) or other regulatory authorities;

 

 

2

•

our ability to manufacture product candidates in conformity with the FDA or other regulatory authorities’ requirements and to scale up manufacturing of our product candidates to commercial scale, if approved;

 

•

changes to clinical trial designs and regulatory pathways;

 

•

developments and projections relating to our expected or existing competitors or industry;

 

•

unexpected costs, charges or expenses resulting from the Merger;

 

•

legislative, regulatory, political, geopolitical and macroeconomic developments beyond our control, including inflationary pressures, general economic slowdown or a recession, high interest rates, changes in monetary policy or foreign currency exchange rates, instability in financial institutions, the prospect of a shutdown of the U.S. federal government, the ongoing conflict in Ukraine, conflict in the Middle East, rising tensions between China and Taiwan, the attacks on marine vessels traversing the Red Sea and the responses thereto, pandemics or other public health crises and supply chain disruptions;

 

•

success in retaining, recruiting or changes required in, our officers, key employees or directors;

 

•

the liquidity and trading of our securities;

 

•

regulatory actions with respect to our product candidates or our competitors’ products and product candidates;

 

•

our ability to successfully develop and commercialize any technology that we may in-license or products we may acquire;

 

•

our ability to successfully operate in non-U.S. jurisdictions in which we may choose to do business, including compliance with applicable regulatory requirements and laws;

 

•

our reliance on third-party contract development and manufacturer organizations to manufacture and supply product candidates;

 

•

our ability to establish satisfactory pricing and obtain adequate reimbursement from government and third-party payors of products and product candidates that receive regulatory approvals, if any;

 

•

our ability to successfully commercialize product candidates, if approved, and the rate and degree of market acceptance of such product candidates;

 

•

risks related to our ability to obtain additional financing and raise capital as necessary to fund operations or pursue business opportunities;

 

•

the direct and indirect effects of widespread health emergencies on our workforce, operations, financial results and cash flows;

 

•

severe weather and seasonal factors;

 

•

our inability to continue to grow and manage our growth effectively;

 

•

our inability to comply with, and the effect on our business of, evolving legal standards and regulations, including those concerning data protection, consumer privacy and sustainability and evolving labor standards; and

 

•

our ability to remediate material weaknesses or other deficiencies in our internal control over financial reporting or to maintain effective disclosure controls and procedures and internal control over financial reporting.

There may be other factors that may cause our actual results or outcomes, or the timing of those results or outcomes, to differ materially from the forward-looking statements expressed or implied in this prospectus, including factors identified in this prospectus under the heading “Risk Factors” and in the applicable prospectus

 

3

supplement and under similar headings in the other documents incorporated by reference into this prospectus. You should evaluate all forward-looking statements made in this prospectus and any prospectus supplement and in the other documents incorporated by reference into this prospectus in the context of these risks and uncertainties.

We caution you that the risks, uncertainties and other factors referred to above and elsewhere in this prospectus may not contain all of the risks, uncertainties and other factors that may affect our future results, operations and outcomes. Moreover, new risks emerge from time to time. It is not possible for us to predict all risks. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. Past performance is not indicative of future performance.

Any forward-looking statements contained in this prospectus apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this prospectus. Except as required by law, we disclaim any intent to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

 

4

 

5

 

6

 

7

 

8

 

9

RISK FACTORS

An investment in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of securities will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully consider the risks, uncertainties and other factors contained in our risk factors incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by our subsequent filings, and discussed under the heading “Risk Factors” in the applicable prospectus supplement, together with all other information contained or incorporated by reference in this prospectus or the applicable prospectus supplement. Our business, financial condition, results of operations and future growth prospects could be materially and adversely affected by any of these risks. In these circumstances, the market price of our Common Stock could decline, and you may lose all or part of your investment. In addition, the risks, uncertainties and other factors we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition, results of operations and future growth prospects.

 

10

INCORPORATION OF INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, and information we file later with the SEC will automatically update and supersede this information. A Current Report (or portion thereof) furnished, but not filed, on Form 8-K shall not be incorporated by reference into this prospectus. We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, including all filings made after the date of the filing of this registration statement and prior to the effectiveness of this registration statement, except, in each case, as to any portion of any future report or document that is not deemed filed under such provisions, prior to the termination of any offering of securities made by this prospectus:

 

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 21, 2024¸ including the information specifically incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 11, 2024;

 

•

our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on May 9, 2024 and for the fiscal quarter ended June 30, 2024 filed on August 8, 2024;

 

•

our Current Reports on Form 8-K filed with the SEC on January 22, 2024 and May 28, 2024; and

 

•

The description of our Common Stock contained in Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 21, 2024, including any amendments or reports filed for the purposes of updating this description.

We will furnish without charge to you, on written or oral request, a copy of any or all of such documents incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates). Written or oral requests for copies should be directed to Dianthus Therapeutics, Inc., Attn: Investor Relations, 7 Times Square, 43rd Floor New York, NY 10036, telephone number (929) 999-4055. See the section of this prospectus entitled “Where You Can Find More Information” for information concerning how to read and obtain copies of materials that we file with the SEC.

Any statement contained in this prospectus, or in a document all or a portion of which is incorporated by reference, shall be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, any prospectus supplement or any document incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus.

 

11

USE OF PROCEEDS

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the Resale Shares covered hereby. Some of the shares of Common Stock offered hereby are issuable upon the exercise of the Pre-Funded Warrants. Upon exercise of such Pre-Funded Warrants for cash, we will receive the nominal cash exercise price paid by the holders of the Pre-Funded Warrants. We intend to use those proceeds, if any, for general corporate purposes.

 

12

SELLING STOCKHOLDERS

For additional information regarding the issuances of those shares of Common Stock being registered for resale in this registration statement, see “Business Combination of Dianthus and Former Dianthus” and “Private Placements of Shares of Common Stock and Pre-Funded Warrants” above. We are registering the shares of Common Stock in order to permit the Selling Stockholders to offer the shares for resale from time to time.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Stockholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Stockholder, based on its ownership of the shares of Common Stock, as of September 24, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of September 24, 2024. To our knowledge and subject to applicable community property rules, and except as otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned.

The third column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholders.

The fourth column reflects the number and percentage of shares of Common Stock beneficially owned by each Selling Stockholder, assuming the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

The Selling Stockholders may sell all, some or none of their shares in this Offering. See “Plan of Distribution.”

 

Name of Selling Stockholders		Common Stock Beneficially Owned Before Offering				Common Stock that May Be Offered Pursuant to Prospectus				Common Stock Beneficially Owned After Offering(1)
										Number				Percentage (%)
Entities affiliated with Avidity Partners(2)			2,935,526				4,550,887				199,677				*
Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund(3)			500,662				302,966				197,696				*
Fidelity Capital Trust: Fidelity Stock Selector Small Cap Fund(3)			341,018				222,097				118,921				*
Fidelity Growth Company Commingled Pool(3)			1,192,631				751,744				440,887				1.50
Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund(3)			253,763				152,986				100,777				*
Fidelity Securities Fund: Fidelity Series Small Cap Opportunities Fund(3)			558,654				449,528				109,126				*
Fidelity Select Portfolios: Biotechnology Portfolio(3)			153,693				153,693				—				—
Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund(3)			273,613				181,889				91,724				*
Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund(3)			891,032				555,946				335,086				1.14
Entities affiliated with Fairmount Funds Management LLC(4)			2,952,662				3,486,246				108,924				*
BCLS Fund III Investments, L.P.(5)			3,015,392				3,197,971				—				—

 

13

Name of Selling Stockholders		Common Stock Beneficially Owned Before Offering				Common Stock that May Be Offered Pursuant to Prospectus				Common Stock Beneficially Owned After Offering(1)
										Number				Percentage (%)
RA Capital Healthcare Fund, L.P.(6)			3,000,368				3,333,333				—				—
Entities affiliated with 5AM Ventures(7)			1,441,939				428,376				1,013,563				3.45
Tellus BioVentures, LLC(8)			1,436,745				1,436,745				—				—
Entities affiliated with Venrock Healthcare Capital Partners(9)			1,744,373				1,744,373				—				—
Entities affiliated with Catalio(10)			696,239				696,239				—				—
Entities affiliated with Wedbush Securities Inc.(11)			150,634				64,256				86,378				*
Entities affiliated with RTW Investments, LP(12)			666,667				666,667				—				—
Entities affiliated with Great Point Partners, LLC(13)			362,764				362,764				—				—
Janus Henderson Biotech Innovation Master Fund Limited(14)			800,606				375,000				425,606				1.45
Entities affiliated with Vestal Point Capital, LP(15)			390,773				333,333				57,440				*
Woodline Master Fund LP(16)			244,697				208,333				36,364				*

 

*	Less than 1%.

(1)

Assumes that all the shares of Common Stock of the Selling Stockholders covered by this prospectus are sold and that the Selling Stockholders do not acquire any additional shares of Common Stock before the completion of this Offering. However, as each Selling Stockholder can offer all, some or none of its Common Stock, no definitive estimate can be given as to the number of shares of Common Stock that any Selling Stockholder will ultimately offer or sell under this prospectus.

(2)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of (i) 1,573,625 shares of Common Stock and 10,765 shares of Common Stock issuable upon the exercise of 2024 Pre-Funded Warrants held by Avidity Private Master Fund I LP (“APMF”), (ii) 1,282,202 shares of Common Stock and 7,530 shares of Common Stock issuable upon the exercise of 2024 Pre-Funded Warrants held by Avidity Master Fund LP (“AMF”) and (iii) 61,404 shares of Common Stock held by Avidity Capital Fund II LP (“ACF,” and, together with APMF and AMF, the “Avidity Funds”). The general partner of each of the Avidity Funds is Avidity Capital Partners Fund (GP) LP, whose general partner is Avidity Capital Partners (GP) LLC. Avidity Partners Management LP is the investment manager of each of the Avidity Funds. Avidity Partners Management (GP) LLC is the general partner of Avidity Partners Management LP. David Witzke and Michael Gregory are the managing members of Avidity Capital Partners (GP) LLC and Avidity Partners Management (GP) LLC. Mr. Witzke and Mr. Gregory may be deemed to have shared voting and investment power over the shares held by each of the Avidity Funds. Each of Mr. Witzke and Mr. Gregory disclaim beneficial ownership of such shares, except to the extent of his respective pecuniary interest therein. Pursuant to the terms of the 2024 Pre-Funded Warrants, each of APMF and AMF may not exercise any portion of any 2024 Pre-Funded Warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the 2024 Pre-Funded Warrants. However, each of APMF and AMF may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that (i) any increase in such percentage shall not be effective until 61 days after such notice is delivered to us and (ii) any such increase or decrease will apply only to the holder of each specific 2024 Pre-Funded Warrant and not to any other holder of 2024 Pre-Funded Warrants. The principal business address of each of the foregoing persons is 2828 N. Harwood Street, Suite 1220, Dallas, TX 75201.

(3)

These funds and accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family

 

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group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of these funds and accounts is 245 Summer Street, Boston, MA 02210.

(4)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of (i) 62,146 shares of our Common Stock held by Fairmount SPV III, LLC (“Fairmount SPV”) and (ii) 2,700,691 shares of our Common Stock and 189,825 shares of our Common Stock issuable upon the exercise of 2024 Pre-Funded Warrants held by Fairmount Healthcare Fund II L.P. (“Fairmount HF II,” together with Fairmount SPV, the “Fairmount Funds”). Fairmount Funds Management LLC (“Fairmount”) is the Class A Member of Fairmount SPV. Fairmount has voting and dispositive power over the shares held by Fairmount Funds. Fairmount is the investment manager for Fairmount HF II and is the Class A Member for Fairmount SPV. The general partner of Fairmount is Fairmount Funds Management GP LLC (“Fairmount GP”), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Pursuant to the terms of the 2024 Pre-Funded Warrants, Fairmount HF II may not exercise any portion of any 2024 Pre-Funded Warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the 2024 Pre-Funded Warrants. However, Fairmount HF II may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that (i) any increase in such percentage shall not be effective until 61 days after such notice is delivered to us and (ii) any such increase or decrease will apply only to the holder of each specific 2024 Pre-Funded Warrant and not to any other holder of 2024 Pre-Funded Warrants. The principal business address of each of the foregoing entities or persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken, Pennsylvania 19428.

(5)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of 2,197,638 shares of Common Stock and 817,754 shares of Common Stock issuable upon the exercise of 2024 Pre-Funded Warrants held by BCLS Fund III Investments, LP (“BCLS Fund III Investments”), which reflects the BCLS Beneficial Ownership Blocker (as defined below). Bain Capital Life Sciences Investors, LLC (“BCLSI”) is the manager of Bain Capital Life Sciences III General Partner, LLC, which is the general partner of Bain Capital Life Sciences Fund III, L.P., which is the managing member of BCLS Fund III Investments GP, LLC, which is the general partner of BCLS Fund III Investments. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. Pursuant to the terms of the 2024 Pre-Funded Warrants, BCLS Fund III Investments may not exercise any portion of any 2024 Pre-Funded Warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the 2024 Pre-Funded Warrants (the “BCLS Beneficial Ownership Blocker”). However, BCLS Fund III Investments may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that (i) any increase in such percentage shall not be effective until 61 days after such notice is delivered to us and (ii) any such increase or decrease will apply only to the holder of each specific 2024 Pre-Funded Warrant and not to any other holder of 2024 Pre-Funded Warrants. The principal business address of BCLS Fund III Investments is c/o Bain Capital Life Sciences, LP, 200 Clarendon Street, Boston, MA 02116.

(6)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of 2,333,000 shares of Common Stock and 667,368 shares of Common Stock issuable upon the exercise of 2024 Pre-Funded Warrants held by RA Capital Healthcare Fund, L.P. (“RACHF”). RA Capital Management, L.P. is the investment manager for RACHF. The general partner of RA Capital Management, L.P. is RA Capital Management GP, LLC, of which Peter Kolchinsky, Ph.D. and Rajeev Shah are the managing members. Each of RA Capital Management, L.P., RA Capital Management GP, LLC, Mr. Kolchinsky and Mr. Shah may be deemed to have voting and investment power over the securities held by RACHF. RA Capital

 

15

Management, L.P., RA Capital Management GP, LLC, Mr. Kolchinsky and Mr. Shah disclaim beneficial ownership of such securities, except to the extent of any pecuniary interest therein. Pursuant to the terms of the 2024 Pre-Funded Warrants, RACHF may not exercise any portion of any 2024 Pre-Funded Warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the 2024 Pre-Funded Warrants. However, RACHF may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that (i) any increase in such percentage shall not be effective until 61 days after such notice is delivered to us and (ii) any such increase or decrease will apply only to the holder of each specific 2024 Pre-Funded Warrant and not to any other holder of 2024 Pre-Funded Warrants. The principal business address of the persons and entities listed above is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

(7)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of (i) 361,645 shares of Common Stock and 52,580 shares of Common Stock issuable upon the exercise of 2023 Pre-Funded Warrants held by 5AM Opportunities II, L.P. (“5AM Opportunities”) and (ii) 869,974 shares of Common Stock and 157,740 shares of Common Stock issuable upon the exercise of 2023 Pre-Funded Warrants held by 5AM Ventures VII, L.P. (“5AM Ventures VII” and, together with 5AM Opportunities, the “5AM Selling Stockholders”). 5AM Partners VII, LLC (“Ventures GP”) is the sole general partner of 5AM Ventures VII and may be deemed to have sole investment and voting power over the shares held by 5AM Ventures VII. 5AM Opportunities II (GP), LLC (“Opportunities GP”) is the sole general partner of 5AM Opportunities and may be deemed to have sole investment and voting power over the shares held by 5AM Opportunities. Andrew Schwab and Kush Parmar are the managing members of each of Ventures GP and Opportunities GP and may be deemed to share voting and dispositive power over the shares held by 5AM Ventures VII and 5AM Opportunities. Each of Ventures GP, Opportunities GP, Kush Parmar and Andrew Schwab disclaims beneficial ownership of such shares, except to the extent of its or his respective pecuniary interest therein. Pursuant to the terms of the 2023 Pre-Funded Warrants, each of the 5AM Selling Stockholders may not exercise any portion of any 2023 Pre-Funded Warrant, which, upon giving effect to such exercise, would cause it (together with its affiliates) to own more than 9.9999% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the 2023 Pre-Funded Warrants. However, each of the 5AM Selling Stockholders may increase or decrease such percentage to any other percentage not in excess of 9.9999%, provided that (i) any increase in such percentage shall not be effective until 61 days after such notice is delivered to us and (ii) any such increase or decrease will apply only to the holder of each specific 2023 Pre-Funded Warrant and not to any other holder of 2023 Pre-Funded Warrants. The principal business address of each of the foregoing persons is c/o 5AM Ventures, 4 Embarcadero Center, Suite 3110, San Francisco, CA 94111.

(8)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of 1,436,745 shares of Common Stock held by Tellus BioVentures, LLC (“Tellus BioVentures”). Leon O. Moulder, Jr. may be deemed to have sole voting and dispositive power over the shares held by Tellus BioVentures. Mr. Moulder disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The principal business address of Tellus BioVentures and Mr. Moulder is 10520 Trevi Isle Way, Miromar Lakes, FL 33913.

(9)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of (i) 1,598,660 shares of Common Stock held by Venrock Healthcare Capital Partners EG, L.P. (“VHCP EG”), (ii) 132,469 shares of Common Stock held by Venrock Healthcare Capital Partners III, L.P. (“VHCP III”) and (iii) 13,244 shares of Common Stock held by VHCP Co-Investment Holdings III, LLC (“VCHP Co-III” and, together with VHCP EG and VHCP III, the “Venrock Funds”). VHCP Management EG, LLC (“VHCPM EG”) is the sole general partner of VHCP EG. VHCP Management III, LLC (“VHCPM III”) is the sole general partner of VHCP III and the sole manager of VHCP Co-III. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM III and VHCPM EG. The principal business address of each of the foregoing persons is 7 Bryant Park, 23rd Floor, New York, New York 10018.

(10)	Shares listed under “Common Stock Beneficially Owned Before Offering” consist of (i) 542,239 shares of Common Stock held by Catalio Nexus Fund III, LP (“Catalio Nexus Fund”), (ii) 92,270 shares of Common

 

16

Stock held by Catalio Public Equities Master Fund, LP (“Catalio Master Fund”) and (iii) 61,730 shares of Common Stock held by certain managed accounts advised by Catalio Capital Management, LP (the “Managed Accounts” and, together with Catalio Nexus Fund and Catalio Master Fund, the “Catalio Funds”). Catalio Capital Management, LP is the investment advisor to each of the Catalio Funds. R. Jacob Vogelstein disclaims beneficial ownership of the securities, except to the extent of his respective pecuniary interest therein. Mr. Vogelstein holds the power to vote and dispose of the securities held by the Catalio Funds. The principal business address of this person and these entities is 512 West 22nd Street, 5th Floor, New York, NY 10011.

(11)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of (i) 64,256 shares of Common Stock held by Wedbush Healthcare Partners 2023 Fund, LLC (the “Wedbush 2023 Fund”) and (ii) 86,378 shares of Common Stock held by Wedbush Healthcare Partners 2022 Fund, LLC (the “Wedbush 2022 Fund”), which entity, while not a Selling Stockholder, is an affiliate of Wedbush 2023 Fund. The managing member of each of the funds is Wedbush Securities Inc., which may be deemed to beneficially own the shares held by Wedbush 2022 Fund and Wedbush 2023 Fund. The principal business address for these entities is Wedbush Center, 1000 Wilshire Blvd., Los Angeles, CA 90017.

(12)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of 666,667 shares of Common Stock held in the aggregate by RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. (collectively, the “RTW Funds”). RTW Investments, LP (“RTW”), in its capacity as the investment manager of the RTW Funds, has the power to vote and the power to direct the disposition of the shares held by the RTW Funds. Accordingly, RTW may be deemed to be the beneficial owner of such shares held by the RTW Funds. Roderick Wong, M.D., as the Managing Partner of RTW, has the power to direct the vote and disposition of the shares held by RTW. Dr. Wong disclaims beneficial ownership of the shares held by the RTW Funds, except to the extent of his pecuniary interest therein. The principal business address of RTW is 40 10th Avenue, Floor 7, New York, New York, 10014, and the address of Dr. Wong and each of the RTW Funds is c/o RTW Investments, LP, 40 10th Avenue, Floor 7, New York, NY 10014.

(13)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of (i) 203,199 shares of our Common Stock held by Biomedical Value Fund, L.P. (“BVF”), (ii) 139,884 shares of Common Stock held by Biomedical Offshore Value Fund, LTD. (“BOVF”) and (iii) 19,681 shares of Common Stock held by Cheyne Select Master Fund ICAV – Cheyne Global Equity Fund (“CGEF” and, together with BVF and BOVF, the “GPP Entities”). Great Point Partners, LLC (“GPP LLC”) is the investment manager of BVF and BOVF and the sub-advisor to CGEF, and by virtue of such status may be deemed to be the beneficial owner of the shares held by the GPP Entities. Each of Dr. Jeffrey R. Jay, M.D., as Senior Managing Member of GPP LLC, and Ms. Lillian Nordahl, as Managing Director of GPP LLC, has voting and investment power with respect to shares held by the GPP Entities, and therefore may be deemed to be the beneficial owner of the shares held by the GPP Entities. Notwithstanding the above, GPP LLC, Dr. Jay and Ms. Nordahl disclaim beneficial ownership of the shares held by the GPP Entities except to the extent of their respective pecuniary interests. The principal business address of the GPP Entities is 165 Mason Street, 3rd Floor, Greenwich, CT 06830.

(14)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of 800,606 shares of Common Stock held by Janus Henderson Biotech Innovation Master Fund Limited (the “Fund”). Such shares owned by the Fund may be deemed to be beneficially owned by Janus Henderson Investors US LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund set forth above and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of trustees (or similar entity) of the Fund. Under the terms of its management contract, Janus has overall responsibility for directing the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations. The Fund has one or more portfolio managers appointed by and serving at the pleasure of Janus who makes decisions with respect to the disposition of the shares. The address for Janus is 151 Detroit Street, Denver, CO 80206. The portfolio managers for the Fund are Andrew Acker, Daniel S. Lyons and Agustin Mohedas.

(15)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of (i) 195,559 shares held by Vestal Point Master Fund, LP and (ii) 195,214 shares held by an account separately managed by Vestal Point Capital, LP. The sole general partner of Vestal Point Master Fund, LP is Vestal Point Partners GP, LLC. The managing member of Vestal Point Partners GP, LLC is Ryan Wilder. The sole general partner of Vestal Point Capital, LP is Vestal Point Capital, LLC. The managing member of Vestal Point Capital, LLC

 

17

is Mr. Wilder. As a result, Mr. Wilder may be deemed to have voting and investment power over the securities held by Vestal Point Master Fund, LP and the account separately managed by Vestal Point Capital, LP. Mr. Wilder disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The address of these entities and Mr. Wilder is c/o Vestal Point Capital, LP, 632 Broadway, Suite 602, New York, NY 10012.

(16)

Shares listed under “Common Stock Beneficially Owned Before Offering” consist of 244,697 shares of Common Stock held by Woodline Master Fund LP (“Woodline Fund”). Woodline Partners LP serves as the investment manager of Woodline Fund and may be deemed to be the beneficial owner of the shares. Woodline Partners LP disclaims any beneficial ownership of these shares. The principal business address of this fund and account is 4 Embarcadero Center, Suite 3450, San Francisco, CA 94111.

 

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PLAN OF DISTRIBUTION

We are registering the Resale Shares issued to the Selling Stockholders to permit the sale, transfer or other disposition of these shares by the Selling Stockholders or their donees, pledgees, transferees or other successors-in-interest from time to time after the date of this prospectus. We are not selling any Resale Shares under this prospectus and will not receive any of the proceeds from the sale by the Selling Stockholders of the Resale Shares. We will, or will procure to, bear all fees and expenses incident to our obligation to register the Resale Shares.

Each Selling Stockholder of the securities and any of their pledgees, assignees, donees, transferees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

 

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

•

block trades in which the broker-dealer will attempt to sell the securities as agent but may positions and resell a portion of the block as principal to facilitate the transaction;

 

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

•

an exchange distribution in accordance with the rules of the applicable exchange;

 

•

privately negotiated transactions;

 

•

settlement of short sales;

 

•

in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

 

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

•

a combination of any such methods of sale; or

 

•

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities that require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders also may transfer the securities

 

19

in other circumstances, in which case the transferees, pledgees, donees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of the date that the securities (i) have been sold, pursuant to this prospectus or pursuant to Rule 144, or (ii) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, and without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

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DESCRIPTION OF CAPITAL STOCK

The following is a description of our capital stock and does not purport to be complete and is subject to, and qualified in its entirety by, our fifth amended and restated certificate of incorporation (“charter”) and our second amended and restated bylaws (“bylaws”), each of which is incorporated herein by reference. You should refer to our charter and our bylaws for the actual terms of our capital stock. Copies of our charter and bylaws are incorporated by reference as exhibits to our most recent Annual Report on Form 10-K filed with the SEC and may be obtained as described under the heading “Where You Can Find More Information” in this prospectus.

Authorized Capital Stock

Our authorized capital stock consists of 150,000,000 shares of Common Stock and 10,000,000 shares of undesignated preferred stock, par value $0.001 per share (“Preferred Stock”).

Common Stock

Dividends

Holders of Common Stock are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally available funds, subject to any preferential dividend rights of any Preferred Stock then outstanding.

Voting

Holders of Common Stock are entitled to one vote for each share of Common Stock held of record for the election of directors of Dianthus and on all matters submitted to a vote of the stockholders. The holders of Common Stock do not have any cumulative voting rights.

Distributions on Liquidation

In the event of our dissolution, liquidation or winding up, holders of Common Stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any Preferred Stock then outstanding. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock that we may designate and issue in the future.

Other Rights

Holders of Common Stock are not entitled to preemptive, subscription, redemption or conversion rights, and no sinking fund provisions are applicable to Common Stock.

Preferred Stock

Under our charter, our board of directors is authorized, without further action by the stockholders, to designate and issue up to an aggregate of 10,000,000 shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of Common Stock. Our board of directors may authorize the issuance of Preferred Stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of Common Stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation.

The purpose of authorizing our board of directors to issue Preferred Stock in one or more series and determine the number of shares in the series and its rights, preferences, privileges and restrictions is to eliminate

 

21

delays associated with a stockholder vote on specific issuances. The issuance of Preferred Stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of the company. As of the date of this prospectus, there are no shares of Preferred Stock outstanding, and we have no present plans to issue any shares of Preferred Stock.

Anti-Takeover Effects of Delaware Law and Provisions of Our Charter and Bylaws

Certain provisions of the General Corporation Law of Delaware (the “DGCL”) and of our charter and bylaws could have the effect of delaying, deferring or discouraging another party from acquiring control of Dianthus. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and, as a consequence, they might also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions are also designed in part to encourage anyone seeking to acquire control of Dianthus to first negotiate with our board of directors. These provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests. However, we hold that the advantages gained by protecting our ability to negotiate with any unsolicited and potentially unfriendly acquirer outweigh the disadvantages of discouraging such proposals, including those priced above the then-current market value of our Common Stock, because, among other reasons, the negotiation of such proposals could improve their terms.

Delaware Anti-Takeover Statute

We are subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the date that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

 

•

before the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

 

•

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or

 

•

at or after the time the stockholder became interested, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

 

•

any merger or consolidation involving the corporation or any direct or indirect majority-owned subsidiary of the corporation and the interested stockholder;

 

•

any sale, transfer, lease, pledge or other disposition (in one or more transactions) involving the interested stockholder of 10% or more of either the aggregate market value of all (i) the assets of the corporation or (ii) the outstanding capital stock of the corporation, involving the interested stockholder;

 

•

subject to exceptions, any transaction that results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or any subsidiary to the interested stockholder;

 

22

•

subject to exceptions, any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation or of any subsidiary beneficially owned by the interested stockholder; and

 

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or any direct or indirect majority-owned subsidiary.

In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person that is an affiliate or associate of the corporation and who beneficially owned 15% or more of the outstanding voting stock of the corporation at any time within the three year period immediately prior to the date of determining whether such entity or person is an interested stockholder, and any affiliate or associate of that entity or person.

Choice of Forum

Our bylaws provide that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of or based on a breach of a fiduciary duty owed by any of our current or former directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim against us or any of our current or former directors, officers, employees or stockholders arising pursuant to any provision of the DGCL, our charter or our bylaws, or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein, which we refer to herein as the “Delaware Forum Provision.” The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act. Our bylaws further provide that, unless we consent in writing to an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which we refer to herein as the “Federal Forum Provision.” In addition, our bylaws provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing Delaware Forum Provision and Federal Forum Provision.

We recognize that the Delaware Forum Provision and the Federal Forum Provision may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Additionally, the forum selection clauses in our bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees even though an action, if successful, might benefit our stockholders. Alternatively, if the Federal Forum Provision is found inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have an adverse effect on our business, financial condition or results of operations. The Court of Chancery of the State of Delaware or the federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

Board Composition and Filling Vacancies

In accordance with our charter, our board is divided into three classes serving staggered three-year terms, with one class being elected each year. Our charter also provides that directors may be removed only for cause and then only by the affirmative vote of the holders of two-thirds or more of the shares then entitled to vote at an

 

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election of directors. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board, may only be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. The classification of directors, together with the limitations on removal of directors and treatment of vacancies, has the effect of making it more difficult for stockholders to change the composition of our board of directors.

No Written Consent of Stockholders

Our charter provides that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting. This requirement may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our bylaws or removal of directors by our stockholders without holding a meeting of stockholders.

Meetings of Stockholders

Our charter and our bylaws provide that only a majority of the members of our board of directors then in office may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our bylaws limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.

Advance Notice Requirements

Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

Amendment to Our Charter and Our Bylaws

As required by the DGCL, any amendment of our charter must first be approved by a majority of our board of directors, and, if required by law or our charter, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to stockholder action, board composition, limitation of liability, the amendment of our bylaws and the amendment of our charter must be approved by not less than two-thirds of the outstanding shares entitled to vote on the amendment, and not less than two-thirds of the outstanding shares of each class entitled to vote thereon as a class.

Our bylaws may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the bylaws, and may also be amended by the affirmative vote of at least two-thirds of the outstanding shares entitled to vote on the amendment, or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.

Undesignated Preferred Stock

Our charter provides for 10,000,000 authorized shares of Preferred Stock. The existence of authorized but unissued shares of Preferred Stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in

 

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the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board of directors could cause shares of Preferred Stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. The issuance of shares of Preferred Stock could decrease the amount of earnings and assets available for distribution to holders of shares of Common Stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

Nasdaq Capital Market Listing

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “DNTH.”

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 150 Royall Street, Canton, Massachusetts 02021, and its telephone number is (800) 962-4284.

Registration Rights Agreements

2023 Registration Rights Agreement

Pursuant to the Subscription Agreement, the Company, Former Dianthus and the Selling Stockholders entered into the 2023 Registration Rights Agreement, pursuant to which, among other things, the Company agreed to provide for the registration and resale of certain shares of Common Stock that are held by the Selling Stockholders from time to time, including the shares of Common Stock issued in exchange for shares of common stock of Former Dianthus sold in the Former Dianthus pre-closing financing and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants assumed upon conversion of the pre-funded warrants of Former Dianthus sold in the Former Dianthus pre-closing financing.

Pursuant to the 2023 Registration Rights Agreement, the Company agreed to prepare and file a shelf registration statement covering the resale of the Common Stock within 45 days of the closing of the Merger pursuant to Rule 415 of the Securities Act, and to use its reasonable best efforts to keep such registration statement continuously effective under the Securities Act until the earlier of (a) the date that all registrable securities covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and (b) five years after the date of the 2023 Registration Rights Agreement. The 2023 Registration Rights Agreement also provides that the Company pay certain expenses of the securityholders and indemnify the applicable securityholders against certain liabilities.

The foregoing description of the 2023 Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the 2023 Registration Rights Agreement, a copy of which is filed as Exhibit 4.4 to this Registration Statement.

2024 Registration Rights Agreement

On January 22, 2024, in connection with the 2024 Private Placement, the Company entered into the 2024 Registration Rights Agreement with the Selling Stockholders named therein, pursuant to which, among other things, the Company agreed to provide for the registration and resale of certain shares of Common Stock that are held by such Selling Stockholders from time to time, including the shares of Common Stock issuable upon exercise of the 2024 Pre-Funded Warrants.

 

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Pursuant to the 2024 Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the SEC no later than the second business day following the later of (i) the filing date of the Company’s Annual Report on Form 10-K for its fiscal year ending December 31, 2023 and (ii) the effectiveness date of this Registration Statement, and to use its commercially reasonable efforts to have the registration statement declared effective within 30 days thereafter, subject to certain exceptions and specified penalties if timely effectiveness is not achieved.

The Company has also agreed to, among other things, indemnify the Selling Stockholders named in the 2024 Registration Rights Agreement, their officers, directors, agents, partners, members, managers, stockholders, affiliates, investment advisers and employees under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the 2024 Registration Rights Agreement.

The foregoing description of the 2024 Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the 2024 Registration Rights Agreement, a copy of which is filed as Exhibit 4.6 to this Registration Statement.

 

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LEGAL MATTERS

Certain legal matters, including the legality of the securities offered, has been passed upon for us by Gibson, Dunn & Crutcher LLP, San Francisco, California. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The financial statements of Dianthus Therapeutics, Inc. as of December 31, 2023 and 2022, and for each of the two years in the period ended December 31, 2023, incorporated by reference in this Prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act and are required to file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy statements and other information about us.

Information about us is also available at our website at http://www.dianthustx.com. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. However, the information on our website is not a part of this prospectus and is not incorporated by reference into this prospectus.

This prospectus is part of a registration statement that we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

 

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