SEC Comment Letter 0000000000-23-012504 to Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585) (DNTH)
Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)
Date: Nov. 15, 2023 · CIK: 0001690585 · Accession: 0000000000-23-012504
AI Filing Summary & Sentiment
File numbers found in text: 333-274863
Letter
United States securities and exchange commission logo November 14, 2023 Ryan Savitz Chief Financial Officer Dianthus Therapeutics, Inc. 7 Times Square 43rd Floor New York, New York, 10036 Re:Dianthus Therapeutics, Inc. Registration Statement on Form S-3 Filed October 4, 2023 File No. 333-274863 Dear Ryan Savitz: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 General 1.We note that on September 11, 2023, Dianthus completed its merger with Magenta Therapeutics, Inc. and, as you disclose on page 4, the business now conducted by the combined company is primarily the business conducted by Dianthus Therapeutics OpCo, Inc. As part of the merger transaction, the company distributed to Magenta stockholders of record a non-transferrable contingent value right relating to the disposition or monetization of Magenta’s legacy business assets and separately terminated most of Magenta’s legacy employees and executives. Given these circumstances, please tell us your basis for registering this transaction on Form S-3. See Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies, Release No. 33-8587 (July 15, 2005) at n. 32 as reiterated in Special Purpose Acquisition Companies, Shell Companies, and Projections, Release No. 33-11048 (March 30, 2022) at n. 239 and accompanying text.
FirstName LastNameRyan Savitz Comapany NameDianthus Therapeutics, Inc. November 14, 2023 Page 2 FirstName LastName Ryan Savitz Dianthus Therapeutics, Inc. November 14, 2023 Page 2 Alternatively, please amend your registration statement to register the offering on Form S- 1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Branden C. Berns
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United States securities and exchange commission logo
November 14, 2023
Ryan Savitz
Chief Financial Officer
Dianthus Therapeutics, Inc.
7 Times Square
43rd Floor
New York, New York, 10036
Re:Dianthus Therapeutics, Inc.
Registration Statement on Form S-3
Filed October 4, 2023
File No. 333-274863
Dear Ryan Savitz:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that on September 11, 2023, Dianthus completed its merger with Magenta
Therapeutics, Inc. and, as you disclose on page 4, the business now conducted by the
combined company is primarily the business conducted by Dianthus Therapeutics OpCo,
Inc. As part of the merger transaction, the company distributed to Magenta stockholders of
record a non-transferrable contingent value right relating to the disposition or
monetization of Magenta’s legacy business assets and separately terminated most of
Magenta’s legacy employees and executives. Given these circumstances, please tell us
your basis for registering this transaction on Form S-3. See Use of Form S-8, Form 8-K,
and Form 20-F by Shell Companies, Release No. 33-8587 (July 15, 2005) at n. 32 as
reiterated in Special Purpose Acquisition Companies, Shell Companies, and Projections,
Release No. 33-11048 (March 30, 2022) at n. 239 and accompanying text.
FirstName LastNameRyan Savitz
Comapany NameDianthus Therapeutics, Inc.
November 14, 2023 Page 2
FirstName LastName
Ryan Savitz
Dianthus Therapeutics, Inc.
November 14, 2023
Page 2
Alternatively, please amend your registration statement to register the offering on Form S-
1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Branden C. Berns