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

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of aggregate 1,000,000-share position in Dianthus Therapeutics (DNTH).
• Clear breakdown of holdings: 75,943; 7,588; and 916,469 shares, improving investor clarity.
• Certification of passive intent stating shares were not acquired to change or influence control.

Negative

• None.

Insights

Financial Analyst

TL;DR: A coordinated 3.1% stake by Venrock entities is a disclosed passive holding below activist thresholds and unlikely to be market-moving.

The filing shows an aggregate 1,000,000-share position across multiple Venrock vehicles, with the largest component held by VHCP EG at 916,469 shares. At 3.1% of the 32,159,982-share base, this stake is below typical disclosure thresholds for control intent and below common 5% significance markers for material influence. The certification that shares were not acquired to change control indicates a passive intent under Schedule 13G rules. Investors should note the consolidated reporting by several related entities, which clarifies voting and dispositive powers.

Corporate Governance Expert

TL;DR: Group filing consolidates related Venrock entities and affirms non-control intent, providing transparency on voting and disposition powers.

The Schedule 13G/A lists multiple Delaware-organized Venrock entities and two individual reporting persons, each reporting shared voting and dispositive power over the same 1,000,000 shares. The statement includes a certification that the stake is not held to influence control, consistent with passive investor classification under Rule 13d-1(c). The filing also references powers of attorney and a joint filing agreement by exhibit, indicating formalized coordination among the reporters for disclosure purposes.

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

Venrock Healthcare Capital Partners III, L.P.

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

3.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 252828108

1

Names of Reporting Persons

VHCP Co-Investment Holdings III, LLC

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

3.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 252828108

1

Names of Reporting Persons

Venrock Healthcare Capital Partners EG, L.P.

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

3.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 252828108

1

Names of Reporting Persons

VHCP Management III, LLC

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

3.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 252828108

1

Names of Reporting Persons

VHCP Management EG, LLC

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

3.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 252828108

1

Names of Reporting Persons

Nimish Shah

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

3.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 252828108

1

Names of Reporting Persons

Bong Y. Koh

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

3.1 %

12

Type of Reporting Person (See Instructions)

IN

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, NY, 10036.
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)	Address or principal business office or, if none, residence: New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304
(c)	Citizenship: All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(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: Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 75,943 shares of Common Stock held by VHCP III, (ii) 7,588 shares of Common Stock held by VHCP Co-Investment III, and (iii) 916,469 shares of Common Stock held by VHCP EG. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon 32,159,982 shares of the Issuer's Common Stock outstanding as of May 7, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	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.

Venrock Healthcare Capital Partners III, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

VHCP Co-Investment Holdings III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

Venrock Healthcare Capital Partners EG, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	08/14/2025

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2025

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	08/14/2025

Exhibit Information

Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on September 21, 2023) Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on September 21, 2023) Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on September 21, 2023)

FAQ

How many Dianthus Therapeutics (DNTH) shares did the Venrock group report?

The Venrock reporting persons disclosed an aggregate of 1,000,000 shares of Common Stock.

What percentage of DNTH does the 1,000,000-share position represent?

The disclosed position represents 3.1% of the outstanding Common Stock based on 32,159,982 shares.

How are the 1,000,000 shares allocated among the reporting entities?

Holdings are reported as 75,943 shares (VHCP III), 7,588 shares (VHCP Co-Investment III), and 916,469 shares (VHCP EG).

Does the filing indicate an intent to influence control of Dianthus Therapeutics?

No. The filing includes a certification that the securities were not acquired and are not held to change or influence control of the issuer.

Which entities and individuals are part of the reporting group?

The reporting persons include Venrock Healthcare Capital Partners III, VHCP Co-Investment Holdings III, Venrock Healthcare Capital Partners EG, VHCP Management III, VHCP Management EG, Nimish Shah, and Bong Koh.