| 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
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| Exhibit No. |
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Description |
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| 1.1 |
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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 |
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| 4.1 |
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Form of Pre-Funded Warrant |
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| 5.1 |
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Opinion of Gibson, Dunn & Crutcher LLP |
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| 23.1 |
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
