Dianthus (NASDAQ: DNTH) sells stock and pre-funded warrants for $270.0 million

Rhea-AI Filing Summary

Dianthus Therapeutics entered into an underwriting agreement to sell 6,487,879 shares of common stock at $33.00 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 1,112,121 shares at $32.999 per pre-funded warrant. The company also granted the underwriters an option to buy up to an additional 1,140,000 shares of common stock at the public offering price, less underwriting discounts and commissions, and this option has been exercised in full. Net proceeds from this equity and pre-funded warrant offering, including the exercised option, are expected to be approximately $270.0 million after underwriting discounts, commissions, and estimated expenses. The securities are being issued off an effective shelf registration statement, with the offering expected to close on September 11, 2025.

Insights

Capital markets and biotech financing analyst

Dianthus secures about $270.0 million via a sizable equity and warrant deal.

Dianthus Therapeutics has structured a primary offering of common stock alongside pre-funded warrants, all underwritten by a syndicate led by Jefferies, TD Securities, Evercore, and Stifel. The transaction covers 6,487,879 common shares at $33.00 and pre-funded warrants for 1,112,121 shares at $32.999, with an additional 1,140,000 common shares from the fully exercised underwriters’ option.

The company expects net proceeds of approximately $270.0 million, which represents a substantial new capital inflow to support its operations and development programs. Pre-funded warrants carry a very low exercise price of $0.001 per share and include beneficial ownership limits at 4.99%, 9.99%, or 19.99%, helping manage concentration of ownership as they are exercised.

The offering is conducted off an effective shelf registration, with closing expected on September 11, 2025, subject to customary conditions. Actual dilution and future trading dynamics will depend on how quickly investors exercise the pre-funded warrants within the stated ownership limits.

Dianthus Therapeutics, Inc. /DE/ NASDAQ false 0001690585 0001690585 2025-09-09 2025-09-09

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): September 9, 2025

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 September 9, 2025, Dianthus Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC, Evercore Group L.L.C., and Stifel, Nicolaus & Company, Incorporated, as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 6,487,879 shares of the Company’s common stock at a public offering price of $33.00 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 1,112,121 shares of the Company’s common stock (the “Pre-Funded Warrants”) at a public offering price of $32.999 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”) to purchase up to an additional 1,140,000 shares of its common stock at the public offering price, less the underwriting discounts and commissions, and such Option has been exercised in full by the Underwriters.

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 $270.0 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. 333-282446), which became effective on October 9, 2024. A final prospectus supplement dated September 9, 2025 relating to and describing the terms of the Offering was filed with the U.S. Securities and Exchange Commission on September 11, 2025. The Offering is expected to close on September 11, 2025.

In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, 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 September 9, 2025, by and among Dianthus Therapeutics, Inc., Jefferies LLC, TD Securities (USA) LLC, Evercore Group L.L.C., and Stifel, Nicolaus & Company, Incorporated
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: September 11, 2025				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?

Dianthus Therapeutics announced it entered into an underwriting agreement to sell 6,487,879 shares of common stock and pre-funded warrants to purchase 1,112,121 shares, together with an underwriters’ option for up to 1,140,000 additional shares, as part of a public offering.

How much money will Dianthus Therapeutics (DNTH) receive from the offering?

The company expects net proceeds of approximately $270.0 million from the offering, including the full exercise of the underwriters’ option, after underwriting discounts, commissions, and estimated offering expenses.

What are the pricing terms for the Dianthus Therapeutics (DNTH) offering?

The common stock is priced at $33.00 per share, while the pre-funded warrants are priced at $32.999 per warrant, reflecting the common stock price minus the $0.001 per share exercise price of each pre-funded warrant.

How do the pre-funded warrants of Dianthus Therapeutics (DNTH) work?

The pre-funded warrants are exercisable at any time after issuance at an exercise price of $0.001 per share, but holders are limited so they cannot beneficially own more than 4.99%, 9.99%, or 19.99% of outstanding common stock after exercise, unless they adjust this limit (up to 19.99%) with at least 61 days’ prior notice.

When is the Dianthus Therapeutics (DNTH) offering expected to close?

The offering is expected to close on September 11, 2025, as disclosed in connection with the underwriting agreement and final prospectus supplement.

Under what registration statement is the Dianthus Therapeutics (DNTH) offering being made?

The securities are being offered pursuant to an effective shelf registration statement with file number 333-282446, which became effective on October 9, 2024.

Who are the underwriters for the Dianthus Therapeutics (DNTH) offering?

The underwriters are led by Jefferies LLC, TD Securities (USA) LLC, Evercore Group L.L.C., and Stifel, Nicolaus & Company, Incorporated, acting as representatives of the underwriters named in the agreement.