[SCHEDULE 13G/A] Dianthus Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of exact holdings: 1,481,917 shares and a pre-funded warrant for 1,000,333 shares (total 2,482,250).
• Stake size disclosed at approximately 7.5%, enabling clear investor assessment of large-holder concentration.
• Pre-funded warrant limit prevents automatic escalation above 9.99%, limiting immediate control implications.

Negative

• Shared voting/dispositive power reported for 2,482,250 shares, indicating influence potential despite passive filing.
• Concentration risk with a single investor holding 7.5% of outstanding shares could matter for shareholder votes or future transactions.

Insights

Securities Analyst

TL;DR: Passive investor disclosure: a 7.5% economic stake via shares and a pre-funded warrant, filed under Schedule 13G/A.

The Schedule 13G/A shows BCLS Fund III Investments, LP holds 1,481,917 shares plus a pre-funded warrant for 1,000,333 shares, totaling 2,482,250 shares or ~7.5% of DNTH on a June 30, 2025 basis. The filing is presented under the passive investor framework and explicitly limits warrant exercise to remain below a 9.99% ownership threshold. For investors, this signals a sizeable minority economic position without an stated intent to influence control.

Corporate Governance Expert

TL;DR: Governance impact appears limited: disclosure indicates passive ownership and an express non-control certification.

The document includes the certification that the securities were not acquired to change or influence control and is filed on Schedule 13G, consistent with passive investor status. The ownership is disclosed with shared voting and dispositive power reported for 2,482,250 shares. The pre-funded warrant contains an explicit ownership cap that constrains potential escalation to a controlling stake, reducing immediate governance risk for the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

DIANTHUS THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

252828108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 252828108

1

Names of Reporting Persons

BCLS Fund III Investments, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,482,250.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,482,250.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,482,250.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: DIANTHUS THERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 7 Times Square, 43rd Floor, New York, New York 10036
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed by BCLS Fund III Investments, LP, a Delaware limited partnership (the "Reporting Person"). Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company ("BCLSI"), is the manager of Bain Capital Life Sciences III General Partner, LLC, a Delaware limited liability company ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P., a Delaware limited partnership ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC, a Delaware limited liability company (together with the Reporting Person, BCLSI, BCLS Fund III GP and BCLS Fund III, the "Bain Capital Life Sciences Entities"), which is the general partner of the Reporting Person. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston, Massachusetts 02116.
(c)	Citizenship: Each of the Bain Capital Life Sciences Entities is organized under the laws of the State of Delaware.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 252828108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of the close of business on June 30, 2025, the Reporting Person held 1,481,917 shares of Common Stock and a pre-funded warrant to purchase up to 1,000,333 shares of Common Stock, together representing approximately 7.5% of the outstanding Common Stock. The Reporting Person is prohibited from exercising the pre-funded warrant if, as a result of such exercise, the Reporting Person would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on (i) 32,176,482 shares of Common Stock outstanding as of June 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 7, 2025 and (ii) 1,000,333 shares of Common Stock issuable upon the exercise of the pre-funded warrant held by the Reporting Person.
(b)	Percent of class: See Item 4(a) hereof.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: See Item 4(a) hereof.
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: See Item 4(a) hereof.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BCLS Fund III Investments, LP

Signature:	/s/ Ricky Sun
Name/Title:	Ricky Sun, Partner of Bain Capital Life Sciences Investors, LLC
Date:	08/14/2025

FAQ

How many Dianthus Therapeutics (DNTH) shares does BCLS Fund III Investments, LP report owning?

The filing reports 1,481,917 shares plus a pre-funded warrant for 1,000,333 shares, totaling 2,482,250 shares.

What percentage of DNTH does the reported position represent?

The reported holdings represent approximately 7.5% of DNTH common stock based on 32,176,482 shares outstanding as of June 30, 2025.

Can BCLS Fund III exercise the pre-funded warrant to acquire more than 9.99% of DNTH?

No. The filing states the Reporting Person is prohibited from exercising the pre-funded warrant if exercise would result in beneficial ownership above 9.99%.

Is the Schedule 13G/A filing claiming an intent to change or influence control of DNTH?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control.

Who signed the Schedule 13G/A for BCLS Fund III Investments, LP and when?

The filing was signed by Ricky Sun, Partner of Bain Capital Life Sciences Investors, LLC, on 08/14/2025.