SEC Comment Letter 0000000000-23-014165 to Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585) (DNTH)
Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)
Date: Dec. 28, 2023 · CIK: 0001690585 · Accession: 0000000000-23-014165
AI Filing Summary & Sentiment
File numbers found in text: 333-274863
Letter
United States securities and exchange commission logo December 28, 2023 Ryan Savitz Chief Financial Officer Dianthus Therapeutics, Inc. 7 Times Square 43rd Floor New York, New York, 10036 Re:Dianthus Therapeutics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed December 21, 2023 File No. 333-274863 Dear Ryan Savitz: We have reviewed your amended 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. Amendment No. 1 to Form S-3 on Form S-1 General 1.We note the representation in Section 3.4 of the Agreement and Plan of Merger that Dianthus’ security holders were required to consent to the merger. We further note that it appears the Form S-1 seeks to register the resale of securities issued and issuable to certain of such security holders as consideration for the merger. Please revise to identify all former affiliates of Dianthus reselling pursuant to the Form S-1 as underwriters and fix a selling price for the duration of their offering. Refer to Securities Act Rule 145(c).
FirstName LastNameRyan Savitz Comapany NameDianthus Therapeutics, Inc. December 28, 2023 Page 2 FirstName LastName Ryan Savitz Dianthus Therapeutics, Inc. December 28, 2023 Page 2 Please contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Branden C. Berns
Show Raw Text
United States securities and exchange commission logo
December 28, 2023
Ryan Savitz
Chief Financial Officer
Dianthus Therapeutics, Inc.
7 Times Square
43rd Floor
New York, New York, 10036
Re:Dianthus Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 21, 2023
File No. 333-274863
Dear Ryan Savitz:
We have reviewed your amended 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.
Amendment No. 1 to Form S-3 on Form S-1
General
1.We note the representation in Section 3.4 of the Agreement and Plan of Merger that
Dianthus’ security holders were required to consent to the merger. We further note that it
appears the Form S-1 seeks to register the resale of securities issued and issuable to
certain of such security holders as consideration for the merger. Please revise to identify
all former affiliates of Dianthus reselling pursuant to the Form S-1 as underwriters and fix
a selling price for the duration of their offering. Refer to Securities Act Rule 145(c).
FirstName LastNameRyan Savitz
Comapany NameDianthus Therapeutics, Inc.
December 28, 2023 Page 2
FirstName LastName
Ryan Savitz
Dianthus Therapeutics, Inc.
December 28, 2023
Page 2
Please contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Branden C. Berns