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SEC Company Response from Dianthus Therapeutics, (DNTH) — Jun 18, 2018

Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)
Date: June 18, 2018 · CIK: 0001690585 · Accession: 0001193125-18-195387

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Date
June 18, 2018
Author
/s/ Jason Gardner
Form
CORRESP
Company
Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)

Letter

VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance Attention: Irene Paik RE: Magenta Therapeutics, Inc. Registration Statement on Form S-1 File No. 333- 225178

Dear Ms. Paik:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Magenta Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 20, 2018, at 3:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling William D. Collins at (617) 570-1447. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: William D. Collins, by facsimile to (617) 321-4422.

In connection with the foregoing, the Company hereby acknowledges the following:

•

should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact William D. Collins of Goodwin Procter LLP at (617) 570-1447.

[Remainder of Page Intentionally Left Blank]

Sincerely,
MAGENTA THERAPEUTICS, INC.

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 Magenta Therapeutics, Inc.

50 Hampshire Street, 8th Floor

Cambridge, MA 02139

 VIA EDGAR AND
FACSIMILE

 June 18, 2018

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Irene Paik

RE:
Magenta Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333- 225178

 Dear Ms. Paik:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Magenta Therapeutics, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 20, 2018, at 3:00 p.m., Eastern Time, or as soon thereafter as
practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its
responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin
Procter LLP by calling William D. Collins at (617) 570-1447. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”)
verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: William D. Collins, by facsimile to (617) 321-4422.

In connection with the foregoing, the Company hereby acknowledges the following:

•

should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the
Registration Statement;

•

the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding this request, please contact William D. Collins of Goodwin Procter LLP at (617) 570-1447.

 [Remainder of Page Intentionally Left Blank]

 Sincerely,

MAGENTA THERAPEUTICS, INC.

/s/ Jason Gardner

 Jason Gardner

 President and Chief Executive
Officer

cc:
Zoran Zdraveski, Esq., Magenta Therapeutics, Inc.

 Mitchell S. Bloom, Esq., Goodwin
Procter LLP