SEC Comment Letter for Dianthus Therapeutics, (DNTH) — May 16, 2018
Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)
Date: May 16, 2018 · CIK: 0001690585 · Accession: 0000000000-18-015224
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May 16, 2018 Jason Gardner President and Chief Executive Officer Magenta Therapeutics, Inc. 50 Hampshire Street Cambridge, Massachusetts 02139 Re:Magenta Therapeutics, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 8, 2018 CIK No. 0001690585 Dear Dr. Gardner: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 Prospectus Summary Our Current Program Pipeline, page 4 1.We note your response to our prior comment 4. Please remove C100, C200, C300, E478 and G100 from the pipeline table. We do not object to a discussion of each program below the table, but research and discovery activities that precede the identification of a product candidate are too remote to be highlighted in the pipeline table.
FirstName LastNameJason Gardner Comapany NameMagenta Therapeutics, Inc. May 16, 2018 Page 2 FirstName LastName Jason Gardner Magenta Therapeutics, Inc. May 16, 2018 Page 2 Business Clinical history of MGTA-456 Initial first-in-human studies: double blood cord transplant, page 123 2.We note your statement on page 124 that infusion of MGTA-456 showed a "favorable safety profile" overall. This is a conclusion that is within the FDA's authority. Please remove this statement. Principal Stockholders, page 189 3.Please revise your disclosure to identify the natural person or persons who have voting and investment control of the shares held by the entities affiliated with Casdin Partners, LP. You may contact Vanessa Robertson at 202-551-3649 or Sharon Blume at 202-551- 3474 if you have questions regarding comments on the financial statements and related matters. Please contact Irene Paik at 202-551-6553 or Ada D. Sarmento at 202-551-3798 with any other questions. Division of Corporation Finance Office of Healthcare & Insurance cc: William D. Collins - Goodwin Procter
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May 16, 2018
Jason Gardner
President and Chief Executive Officer
Magenta Therapeutics, Inc.
50 Hampshire Street
Cambridge, Massachusetts 02139
Re:Magenta Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 8, 2018
CIK No. 0001690585
Dear Dr. Gardner:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Current Program Pipeline, page 4
1.We note your response to our prior comment 4. Please remove C100, C200, C300, E478
and G100 from the pipeline table. We do not object to a discussion of each program below
the table, but research and discovery activities that precede the identification of a product
candidate are too remote to be highlighted in the pipeline table.
FirstName LastNameJason Gardner
Comapany NameMagenta Therapeutics, Inc.
May 16, 2018 Page 2
FirstName LastName
Jason Gardner
Magenta Therapeutics, Inc.
May 16, 2018
Page 2
Business
Clinical history of MGTA-456
Initial first-in-human studies: double blood cord transplant, page 123
2.We note your statement on page 124 that infusion of MGTA-456 showed a "favorable
safety profile" overall. This is a conclusion that is within the FDA's authority. Please
remove this statement.
Principal Stockholders, page 189
3.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by the entities affiliated with Casdin Partners,
LP.
You may contact Vanessa Robertson at 202-551-3649 or Sharon Blume at 202-551-
3474 if you have questions regarding comments on the financial statements and related matters.
Please contact Irene Paik at 202-551-6553 or Ada D. Sarmento at 202-551-3798 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: William D. Collins - Goodwin Procter