Dianthus (NASDAQ: DNTH) raises $673.5M in stock and warrant deal

Rhea-AI Filing Summary

Dianthus Therapeutics, Inc. entered an underwriting agreement to conduct a public offering of its common stock and pre-funded warrants. The company is issuing 7,313,582 shares of common stock at $81.00 per share and pre-funded warrants for 402,468 shares at $80.999 per warrant.

The underwriters received a 30-day option to buy up to 1,157,407 additional shares at the public offering price, less discounts, and exercised this option in full on March 11, 2026. Including this option exercise, Dianthus expects net proceeds of approximately $673.5 million after underwriting discounts, commissions and estimated expenses.

The pre-funded warrants are exercisable at any time after issuance with a $0.001 per share exercise price, subject to beneficial ownership limits of 4.99%, 9.99% or 19.99%, adjustable up to 19.99% with at least 61 days’ prior notice.

Insights

Equity Capital Markets Analyst

Dianthus secures a large equity financing with pre-funded warrants, materially boosting its cash resources.

Dianthus Therapeutics has structured a sizeable equity raise through a firm-commitment underwriting. It is selling over 7.3 million common shares plus 402,468 pre-funded warrants, with underwriters fully exercising an additional 1,157,407-share option. Net proceeds are expected to be about $673.5 million.

This transaction is conducted off an effective shelf registration, with a final prospectus supplement filed in connection with the deal. Pre-funded warrants, priced at $80.999 with a $0.001 exercise price, provide near-equity exposure while respecting ownership caps of up to 19.99%, which can be adjusted with 61 days’ notice.

The size of the raise is significant for a therapeutics company and may substantially extend its funding runway, although exact use of proceeds is not detailed here. Future company filings and disclosures may outline how this new capital is allocated across clinical programs, operations or other corporate purposes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Dianthus Therapeutics, Inc. /DE/ NASDAQ false 0001690585 0001690585 2026-03-10 2026-03-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2026

DIANTHUS THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38541		81-0724163
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
7 Times Square
43rd Floor
New York, New York				10036
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 929 999-4055

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value		DNTH		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 10, 2026, Dianthus Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC, Evercore Group L.L.C., Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 7,313,582 shares of the Company’s common stock at a public offering price of $81.00 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 402,468 shares of the Company’s common stock (the “Pre-Funded Warrants”) at a public offering price of $80.999 per share, which represents the per share public offering price for the common stock less the $0.001 per share exercise price for each Pre-Funded Warrant (the “Offering”). In addition, the Company has granted the Underwriters an option (the “Option”) for a period of 30 days to purchase up to an additional 1,157,407 shares of its common stock at the public offering price, less the underwriting discounts and commissions, which the Underwriters exercised in full on March 11, 2026.

The Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99%, 9.99%, or 19.99%, as applicable, of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

The net proceeds from the Offering, including proceeds from the exercise in full of the Option by the Underwriters, are expected to be approximately $673.5 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses.

The securities described above were offered pursuant to a shelf registration statement (File No. 333-293014), which became effective on January 30, 2026, and a related registration statement that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and became automatically effective upon filing. A final prospectus supplement dated March 10, 2025 relating to and describing the terms of the Offering was filed with the SEC on March 11, 2026. The Offering is expected to close on March 12, 2026.

In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute payments that the underwriters may be required to make because of such liabilities.

A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of the common stock and the Pre-Funded Warrants in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of March 10, 2026, by and among Dianthus Therapeutics, Inc., Jefferies LLC, TD Securities (USA) LLC, Evercore Group L.L.C., Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Gibson, Dunn & Crutcher LLP
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						DIANTHUS THERAPEUTICS, INC.
Date: March 12, 2026				By:		/s/ Adam M. Veness, Esq.
						Adam M. Veness, Esq.
						SVP, General Counsel and Secretary

FAQ

What did Dianthus Therapeutics (DNTH) announce in this 8-K filing?

Dianthus Therapeutics announced an underwritten public offering of common stock and pre-funded warrants, including full exercise of the underwriters’ option, with expected net proceeds of approximately $673.5 million after underwriting discounts, commissions and estimated offering expenses.

How many Dianthus Therapeutics (DNTH) shares are being sold and at what price?

Dianthus is selling 7,313,582 shares of common stock at a public offering price of $81.00 per share. In addition, underwriters exercised an option to purchase up to 1,157,407 additional shares at the same public price, less underwriting discounts and commissions.

What are the terms of the pre-funded warrants in the Dianthus (DNTH) offering?

Dianthus is issuing pre-funded warrants to purchase 402,468 shares of common stock at a public offering price of $80.999 per warrant, with a $0.001 per share exercise price. The warrants are exercisable any time after issuance, subject to specified beneficial ownership limits.

What beneficial ownership limits apply to Dianthus (DNTH) pre-funded warrants?

Holders of Dianthus pre-funded warrants cannot exercise if, after exercise, they and their affiliates would own more than 4.99%, 9.99%, or 19.99% of outstanding common stock, as applicable. A holder may adjust this limit up to 19.99% by giving at least 61 days’ prior notice.

How much does Dianthus Therapeutics (DNTH) expect to raise from this offering?

Dianthus expects net proceeds of approximately $673.5 million from the offering, including the underwriters’ fully exercised option. This figure is after deducting underwriting discounts, commissions and estimated offering expenses associated with the common stock and pre-funded warrant issuance.

Under which registration statements is the Dianthus (DNTH) offering being made?

The securities are offered under a shelf registration statement, File No. 333-293014, which became effective January 30, 2026, and a related Rule 462(b) registration statement filed on March 10, 2026 that became automatically effective upon filing with the U.S. Securities and Exchange Commission.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 274.7 KB
• EX-4.1 EX-4.1 65.5 KB
• EX-5.1 EX-5.1 8.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB