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SEC Company Response from Dianthus Therapeutics, (DNTH) — Apr 29, 2019

Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)
Date: April 29, 2019 · CIK: 0001690585 · Accession: 0001193125-19-125363

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-231097

Date
April 29, 2019
Author
David Ke
Form
CORRESP
Company
Dianthus Therapeutics, Inc. /DE/ (DNTH) (CIK 0001690585)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Tonya K. Aldave Re: Magenta Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-231097

Dear Ms. Aldave:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, (the “Underwriters”) hereby join in the request of Magenta Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement so that it becomes effective on May 1, 2019 at 4:00 p.m. Eastern Time or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, may orally request by telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, the Underwriters wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters, have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature pages as follows]

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

GOLDMAN SACHS & CO. LLC

COWEN AND COMPANY, LLC

For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto.

J.P. MORGAN SECURITIES LLC

By:

/s/ David Ke

Name: David Ke

Title: Executive Director

GOLDMAN SACHS & CO. LLC

By:

/s/ Elizabeth Wood

Name: Elizabeth Wood

Title: Managing Director

COWEN AND COMPANY, LLC

By:

/s/ George Milstein

Name: George Milstein

Title: Managing Director

[Signature Page to Acceleration Request]

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

April 29, 2019

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4561

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Tonya K. Aldave

Re:
 Magenta Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-231097

 Dear Ms. Aldave:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
underwriters, (the “Underwriters”) hereby join in the request of Magenta Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement so that it becomes
effective on May 1, 2019 at 4:00 p.m. Eastern Time or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Procter LLP, may orally request by telephone call that such Registration Statement be
declared effective.

 Pursuant to Rule 460 under the Act, the Underwriters wish to advise you that there will be distributed to each
Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 We, the undersigned, as representatives of the several underwriters, have complied and will comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature pages as follows]

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

GOLDMAN SACHS & CO. LLC

COWEN AND COMPANY, LLC

For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto.

J.P. MORGAN SECURITIES LLC

By:

 /s/ David Ke

Name: David Ke

Title: Executive Director

GOLDMAN SACHS & CO. LLC

By:

 /s/ Elizabeth Wood

Name: Elizabeth Wood

Title: Managing Director

COWEN AND COMPANY, LLC

By:

 /s/ George Milstein

Name: George Milstein

Title: Managing Director

 [Signature Page to Acceleration Request]