Fairmount Funds Management Amends 13D for Dianthus Therapeutics

TL;DR

**Fairmount Funds Management just updated their 13D for Dianthus, confirming their group ownership.**

AI Summary

Fairmount Funds Management LLC, along with its affiliated funds (Fairmount Healthcare Fund II LP, Fairmount Healthcare Fund LP, and Fairmount SPV III, LLC) and individuals Peter Harwin and Tomas Kiselak, filed an amended Schedule 13D on January 24, 2024, for their holdings in Dianthus Therapeutics, Inc. This amendment indicates that Fairmount Funds Management LLC is part of a group, as checked in Box 2(a) of the filing. This matters to investors because it signals a significant institutional investor's continued involvement and potential influence over Dianthus Therapeutics, which could impact future strategic decisions or stock performance.

Why It Matters

This filing confirms Fairmount Funds Management LLC's continued significant stake and group affiliation with Dianthus Therapeutics, suggesting ongoing strategic interest and potential influence on the company's direction.

Risk Assessment

Risk Level: low — This is an amendment to an existing filing, primarily updating group status, and does not indicate a new, sudden, or adverse event.

Analyst Insight

An investor should note the continued involvement of Fairmount Funds Management LLC and its group, as this institutional backing could be a positive signal, but this filing itself doesn't indicate new buying or selling activity, so further research into the group's intentions and Dianthus's fundamentals is warranted.

Key Numbers

• 252828 108 — CUSIP Number (identifies the class of securities (Common Stock) of Dianthus Therapeutics, Inc.)
• 005-90538 — SEC File Number (identifies the SEC filing for Dianthus Therapeutics, Inc.)

Key Players & Entities

• Fairmount Funds Management LLC (company) — the reporting person and filer of the SC 13D/A
• Dianthus Therapeutics, Inc. /DE/ (company) — the subject company and issuer of the securities
• Fairmount Healthcare Fund II LP (company) — a group member
• Fairmount Healthcare Fund LP (company) — a group member
• Fairmount SPV III, LLC (company) — a group member
• Peter Harwin (person) — a group member
• Tomas Kiselak (person) — a group member
• Ms. Erin O'Connor (person) — authorized to receive notices for Fairmount Funds Management LLC
• Ryan A. Murr (person) — legal counsel from Gibson, Dunn & Crutcher LLP
• $0.001 (dollar_amount) — par value of Common Stock

Forward-Looking Statements

• Fairmount Funds Management LLC will maintain its significant stake in Dianthus Therapeutics, Inc. (Fairmount Funds Management LLC) — high confidence, target: Next 6-12 months
• The group's continued involvement may lead to strategic discussions or influence on Dianthus Therapeutics' corporate governance. (Dianthus Therapeutics, Inc.) — medium confidence, target: Next 12-24 months

FAQ

Key Financial Figures

• $0.001 — INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $19,999,171.67 — ck from the Company for an aggregate of $19,999,171.67 in a private placement transaction (the

Filing Documents

• d922138dsc13da.htm (SC 13D/A) — 116KB
• 0001193125-24-014361.txt ( ) — 118KB

of the Statement is hereby amended and supplemented as follows

Item 3 of the Statement is hereby amended and supplemented as follows: In aggregate, the Reporting Persons have voting and dispositive power over 2,947,317 shares of Common Stock of the Company, which is comprised of (a) 2,762,837 shares of Common Stock, and (b) Pre-Funded Warrants to purchase up to 184,480 shares of Common Stock, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock. The securities exclude shares of Common Stock issuable upon exercise of the Pre-Funded Warrants in excess of the beneficial ownership limitation. On January 22, 2024, Fund II purchased a total of 834,334 shares of Common Stock and Pre-Funded Warrants to purchase up to 832,333 shares of Common Stock from the Company for an aggregate of $19,999,171.67 in a private placement transaction (the Private Placement ). The shares were purchased with working capital. Item4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: Fund II purchased the shares of Common Stock and Pre-Funded Warrants referenced in Item 3 for investment purposes. Registration Rights Agreement On January 22, 2024, the Company and the purchasers in the Private Placement, including Fund II (the Purchasers ), entered into a registration rights agreement (the Registration Rights Agreement ), pursuant to which, among other things, the Company agreed to provide for the registration and resale of the shares of Common Stock and shares of Common Stock issuable upon exercise of the Pre-Funded Warrants that were purchased by the Purchasers in the Private Placement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item5. Interest in Securities of the Company The percentages used in this Schedule 13D are calculated based upon 29,318,196 shares of Common Stock outstanding, consisting of 14,817,696 shares of Common Stock outstanding as of December 31, 2023 plus 14,500,500 shares of Common Stock sold in the Private Placement. The Reporting Persons securities consist of 2,762,837 shares of Common Stock, and (b) Pre-Funded Warrants to purchase up to 184,480 shares of Common Stock, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the outstanding Common Stock. The securities exclude shares of Common Stock issuable upon exercise of the Pre-Funded Warrants in excess of the beneficial ownership limitation. Fairmount Funds Management is the investment manager to Fund I and Fund II and the Class A member for SPV, and has voting and dispositive power over shares of Common Stock held on behalf of Fund I, Fund II and SPV. Other than as described herein, the Reporting Persons have not engaged in any transactions in the

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement as of January 24, 2024. FAIRMOUNT FUNDS MANAGEMENT LLC By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT HEALTHCARE FUND LP By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT HEALTHCARE FUND II LP By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT SPV III, LLC By: Fairmount Funds Management LLC, its Class A Member /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member /s/ Peter Harwin Peter Harwin /s/ Tomas Kiselak Tomas Kiselak

View Full Filing

View this SC 13D/A filing on SEC EDGAR