Dianthus Therapeutics, Inc. Announces Closing of its Upsized $719 Million Underwritten Public Offering Including Full Exercise of Underwriters’ Option to Purchase Additional Shares

Dianthus Therapeutics (Nasdaq: DNTH) closed an upsized underwritten public offering on March 12, 2026, raising approximately $719 million in aggregate gross proceeds before fees.

Rhea-AI Summary

Dianthus Therapeutics (Nasdaq: DNTH) closed an upsized underwritten public offering on March 12, 2026, raising approximately $719 million in aggregate gross proceeds before fees. The offering comprised 8,470,989 common shares (including 1,157,407 option shares) and pre-funded warrants to purchase 402,468 shares.

Pre-funded warrants were priced at $80.999 with a $0.001 exercise price and are exercisable immediately. Net proceeds will fund clinical and preclinical development, commercial readiness, working capital, and general corporate purposes.

Positive

• $719M aggregate gross proceeds raised from the offering
• Issued 8,470,989 common shares including full 1,157,407 underwriter option exercise
• Sold 402,468 pre-funded warrants exercisable immediately at $0.001

Negative

• Immediate share dilution from issuance of common shares and pre-funded warrants
• Underwriting discounts and offering expenses will reduce net proceeds available
• Large capital raise may pressure near-term share supply and trading dynamics

Argus Mar 13 session

-3.06% close to close Open Argus

Details

News Market Reaction – DNTH

On Mar 13, the first trading day after this news, DNTH closed 3.06% below the previous close.

Data tracked by StockTitan Argus for the Mar 13 session.

Key Figures

Common shares offered: 8,470,989 shares Additional shares option: 1,157,407 shares Common share price: $81.00 per share +4 more

Common shares offered

8,470,989 shares

Total common stock in this underwritten public offering, including option shares

Additional shares option

1,157,407 shares

Underwriters’ option to purchase additional common shares, exercised in full

Common share price

$81.00 per share

Public offering price for common stock in this deal

Pre-funded warrants

402,468 warrants

Pre-funded warrants to purchase common stock issued in lieu of shares

Warrant offering price

$80.999 per warrant

Public offering price for each pre-funded warrant

Warrant exercise price

$0.001 per share

Exercise price for shares underlying the pre-funded warrants

Gross proceeds

Approximately $719 million

Aggregate gross proceeds before discounts, commissions and expenses

Previous Offering Reports

5 past events · Latest: Mar 10

Same Type 5 events

1. Mar 10

   Offering pricing

   24h Move

   -1.2%

   Priced upsized $625M offering with common shares and pre-funded warrants.

2. Mar 09

   Offering proposed

   24h Move

   +9.7%

   Proposed $400M underwritten public offering with 30-day underwriter option.

3. Sep 11

   Offering closing

   24h Move

   -1.9%

   Closed upsized $288M offering including full underwriter option exercise.

4. Sep 09

   Offering pricing

   24h Move

   +6.5%

   Priced $251M upsized offering at $33 per share and pre-funded warrants.

5. Sep 08

   Offering proposed

   24h Move

   +11.9%

   Announced proposed $150M underwritten offering plus $22.5M over-allotment.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten public offering, pre-funded warrants, shelf registration statement, form s-3, +2 more

6 terms

underwritten public offering financial

"closed its previously announced underwritten public offering of 8,470,989 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

pre-funded warrants financial

"in lieu of common stock to certain investors, pre-funded warrants to purchase up to 402,468"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"The offering was made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3 relating to the securities"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

rule 462(b) regulatory

"a related registration statement that was filed with the SEC on March 10, 2026 pursuant to Rule 462(b)"

Rule 462(b) is an SEC provision that lets an issuer add more securities of the same class to an already-effective registration statement by filing a short post-effective amendment that becomes effective on filing, so the additional securities are immediately registered without redoing the full approval process. For investors this matters because it lets companies and underwriters expand an offering quickly—like adding extra seats to a sold-out show—changing supply and potential dilution that can affect the stock price.

prospectus supplement regulatory

"only by means of a written prospectus, including a prospectus supplement, forming a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

NEW YORK and WALTHAM, Mass., March 12, 2026 (GLOBE NEWSWIRE) -- Dianthus Therapeutics, Inc. (Nasdaq: DNTH) (“Dianthus” or the “Company”), a clinical-stage biotechnology company dedicated to developing next-generation therapies to transform the treatment of severe autoimmune diseases, today announced that it closed its previously announced underwritten public offering of 8,470,989 shares of its common stock, including the full exercise by the underwriters of their option to purchase an additional 1,157,407 shares, at a public offering price of $81.00 per share, and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to 402,468 shares of its common stock at a public offering price of $80.999 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.001 per share and are exercisable immediately. The aggregate gross proceeds to Dianthus from the offering were approximately $719 million before deducting underwriting discounts and commissions and other offering expenses and advisory fees payable by Dianthus. All of the securities were offered by Dianthus.

Dianthus intends to use the net proceeds from this offering to advance the Company’s clinical and preclinical development activities, commercial readiness activities as well as for working capital and general corporate purposes.

Jefferies, TD Cowen, Evercore ISI, Stifel, Guggenheim Securities and William Blair acted as joint book-running managers for the offering. LifeSci Capital acted as Dianthus’ financial advisor.

The offering was made pursuant to a shelf registration statement on Form S-3 relating to the securities that was previously filed with the Securities and Exchange Commission (“SEC”) and declared effective on January 30, 2026 and a related registration statement that was filed with the SEC on March 10, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (and became automatically effective upon filing). The offering was made only by means of a written prospectus, including a prospectus supplement, forming a part of an effective registration statement. A final prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website, located at www.sec.gov., and may also be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720, or by email at syndprospectus@stifel.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email at prospectus@williamblair.com.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Dianthus Therapeutics

Dianthus Therapeutics, Inc. is a clinical-stage biotechnology company dedicated to developing next-generation therapies to transform the treatment of severe autoimmune diseases. Based in New York City and Waltham, Mass., Dianthus is comprised of an experienced team of biotech and pharma executives who aim to deliver transformative medicines for people living with severe autoimmune and inflammatory diseases.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, express or implied statements regarding Dianthus’ expectations regarding the use of proceeds from the public offering and the potential value and clinical benefit of the Company’s product candidates. The words “opportunity,” “potential,” “milestones,” “runway,” “will,” “anticipate,” “achieve,” “near-term,” “catalysts,” “pursue,” “pipeline,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “predict,” “project,” “should,” “strive,” “would,” “aim,” “target,” “commit,” and similar expressions (including the negatives of these terms or variations of them) generally identify forward-looking statements, but the absence of these words does not mean that statement is not forward looking.

Actual results could differ materially from those included in the forward-looking statements due to various factors, risks and uncertainties, including, but not limited to, that preclinical testing of claseprubart and DNTH212 and data from clinical trials may not be predictive of the results or success of ongoing or later clinical trials, that the development of claseprubart, DNTH212 or the Company’s other compounds may take longer and/or cost more than planned, that the Company or its partner may be unable to successfully complete the clinical development of the Company’s compounds, that the Company or its partner may be delayed in initiating, enrolling or completing its planned clinical trials, and that the Company's compounds may not receive regulatory approval or become commercially successful products. These and other risks and uncertainties are identified under the heading "Risk Factors" included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, and other filings that the Company has made and may make with the SEC in the future. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.

The forward-looking statements in this press release speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Dianthus undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contact
Jennifer Davis Ruff
Dianthus Therapeutics
jdavisruff@dianthustx.com 

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Dianthus (DNTH) raise in the March 12, 2026 offering?

Dianthus raised approximately $719 million in aggregate gross proceeds from the offering. According to the company, that figure is before underwriting discounts, commissions and other offering expenses payable by Dianthus.

How many shares and warrants did Dianthus (DNTH) sell in the offering?

The offering comprised 8,470,989 common shares including the full option exercise and 402,468 pre-funded warrants. According to the company, underwriters bought an extra 1,157,407 shares under their option.

What is the price and exercise terms of the Dianthus (DNTH) pre-funded warrants?

Pre-funded warrants were sold at $80.999 each with a $0.001 exercise price and are exercisable immediately. According to the company, these were issued in lieu of common stock to certain investors.

What will Dianthus (DNTH) use the net proceeds from the offering for?

Dianthus intends to use net proceeds to advance clinical and preclinical development, commercial readiness, and for working capital and general corporate purposes. According to the company, proceeds will support near-term development priorities.

Who managed the Dianthus (DNTH) public offering and how was it registered?

Jefferies, TD Cowen, Evercore ISI, Stifel, Guggenheim and William Blair acted as joint book-running managers. According to the company, the offering was made under an effective Form S-3 shelf registration and a Rule 462(b) filing.

Will the Dianthus (DNTH) offering immediately dilute existing shareholders?

Yes. The issued common shares and exercisable pre-funded warrants create immediate dilution to existing shareholders. According to the company, the offering consisted of newly issued securities sold by Dianthus, increasing share count.