Dianthus Therapeutics Inc SEC Filings

Dianthus Therapeutics is offering shares of common stock and pre-funded warrants exercisable for common stock. Each pre-funded warrant has an exercise price of $0.001 per share and is exercisable any time after issuance subject to ownership limits (holders may elect limits up to 19.99% with prior notice). The company does not intend to list the pre-funded warrants, which may limit liquidity. The prospectus states the company will use net proceeds to advance preclinical and clinical development and for working capital. The public offering price per share and certain total dollar amounts are redacted in the provided text. The company’s common stock trades on Nasdaq under DNTH, with a last reported sale price of $26.50 on September 5, 2025. The prospectus warns new investors will incur immediate dilution (amounts redacted) and describes cashless exercise mechanics and transfer and tax considerations for U.S. and Non-U.S. holders.

Venrock-related investors report a 1,000,000-share position in Dianthus Therapeutics (DNTH), representing 3.1% of the outstanding common stock. The disclosed holdings break down into 75,943 shares held by Venrock Healthcare Capital Partners III, 7,588 shares held by VHCP Co-Investment Holdings III, and 916,469 shares held by Venrock Healthcare Capital Partners EG. The reporting group states these shares were not acquired to influence or change control of the company. The percentage ownership is calculated using 32,159,982 shares outstanding as reported in the issuer's prior SEC filing.

Dianthus Therapeutics, Inc. Schedule 13G/A reports that Point72-related entities and Steven A. Cohen collectively have shared voting and dispositive power over 1,445,825 shares of Dianthus common stock, representing 4.5% of the class as of the close of business on June 30, 2025. The filing states the shares are held by an investment fund managed by Point72 Asset Management; Point72 Capital Advisors, Inc. is the general partner of Point72 Asset Management and Mr. Cohen controls both entities. Each reporting person reports 0 sole voting and 0 sole dispositive power, with all reported power listed as shared. The statement clarifies the filing should not be construed as admission of beneficial ownership for purposes of Section 13.

BCLS Fund III Investments, LP reported beneficial ownership in Dianthus Therapeutics (DNTH) totaling 2,482,250 shares as of June 30, 2025. That total comprises 1,481,917 outstanding shares and a pre-funded warrant exercisable into 1,000,333 shares, representing approximately 7.5% of the common stock based on 32,176,482 shares outstanding. The filing notes the pre-funded warrant cannot be exercised to the extent it would raise ownership above 9.99%, and the Reporting Person asserts the holdings are not intended to change or influence control of the issuer. The filing was signed by Ricky Sun on behalf of BCLS Fund III Investments, LP.

Vestal Point Capital, LP and Ryan Wilder report beneficial ownership of 3,200,000 shares of Dianthus Therapeutics common stock, representing 9.95% of the outstanding class. The stake is held by a Vestal Point fund and managed account for which Vestal Point acts as investment manager; Mr. Wilder is identified as the investment manager's Chief Investment Officer and Managing Partner and reports shared voting and dispositive power over the shares. The percent calculation is based on 32,159,982 shares outstanding as of the company report for the quarter ended March 31, 2025. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.