RA Capital Discloses Significant Stake in Dianthus Therapeutics

TL;DR

**RA Capital just revealed a big stake in Dianthus Therapeutics, signaling institutional confidence.**

AI Summary

RA Capital Management, L.P., a Boston-based investment firm, filed an SC 13G on February 2, 2024, disclosing its ownership in Dianthus Therapeutics, Inc. /DE/. The filing indicates that as of January 22, 2024, RA Capital Management holds a significant stake in Dianthus's Common Stock. This matters to investors because it signals a major institutional investor's confidence in Dianthus Therapeutics, potentially influencing other investors and the stock's perception.

Why It Matters

A major institutional investor, RA Capital Management, has publicly disclosed a significant stake in Dianthus Therapeutics, which can be seen as a vote of confidence and may attract further investor interest.

Risk Assessment

Risk Level: low — This filing indicates a significant institutional investment, generally viewed as a positive signal rather than a risk.

Analyst Insight

A smart investor would research Dianthus Therapeutics' fundamentals and recent news to understand why RA Capital Management has taken a significant stake, potentially considering it as a positive signal for future growth.

Key Players & Entities

• RA Capital Management, L.P. (company) — the reporting person disclosing ownership
• Dianthus Therapeutics, Inc. /DE/ (company) — the subject company in which shares are owned
• Peter Kolchinsky (person) — a group member associated with RA Capital
• RA Capital Healthcare Fund, L.P. (company) — a group member associated with RA Capital
• Rajeev Shah (person) — a group member associated with RA Capital
• January 22, 2024 (date) — date of the event requiring the filing
• February 2, 2024 (date) — date the filing was made

Forward-Looking Statements

• Other institutional investors may increase their positions in Dianthus Therapeutics, Inc. following RA Capital's disclosure. (Dianthus Therapeutics, Inc.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.001 — INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securitie

Filing Documents

• tm244763d1_sc13g.htm (SC 13G) — 90KB
• 0001104659-24-009547.txt ( ) — 92KB

(a). Name

Item 1(a). Name of Issuer : Dianthus Therapeutics, Inc. (the “Issuer”)

(b). Address

Item 1(b). Address of Issuer’s Principal Executive Offices : 7 Times Square, 43 rd Floor New York, NY 10036

(a). Names

Item 2(a). Names of Persons Filing : The names of the persons filing this report (collectively, the “Reporting Persons”) are: RA Capital Management, L.P. (“RA Capital”) Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the “Fund”)

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence : The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18 th Floor, Boston MA 02116

(c). Citizenship

Item 2(c). Citizenship : RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.

(d). Title

Item 2(d). Title of Class of Securities : Common Stock, $0.001 par value

(e). CUSIP

Item 2(e). CUSIP Number : 252828108

If

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.

Ownership

Item 4. Ownership . The Fund directly holds (i) 2,333,000 shares of Common Stock and (ii) 1,000,333 pre-funded warrants (“Pre-Funded Warrants”) through which it has the right to acquire 1,000,333 shares of Common Stock. The Warrants are subject to a Beneficial Ownership Blocker (as defined below). The shares reported herein for the Reporting Persons represent (i) 2,333,000 shares of Common Stock, and (ii) 662,023 shares of Common Stock that the Reporting Persons beneficially own based on the right to acquire, upon the exercise of the Pre-Funded Warrants. The Pre-Funded Warrants may be exercised as shares of Common Stock at the election of the holder, except that the agreement governing the terms of the exercise of the Warrants contains a provision (the “Beneficial Ownership Blocker”) which precludes the exercise of the Pre-Funded Warrants to the extent that, following the exercise, the holder, together with its affiliates and any other person acting together with the holder as a “group” (as defined in the rules under the Securities Exchange Act of 1934 (the “Act”)), would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Reporting Persons are currently prohibited from exercising the Pre-Funded Warrants to the extent that the exercise would result in beneficial ownership of more than 2,995,023 shares of Common Stock by the Reporting Persons. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The beneficial ownership percentages reported are based on 14,817,696 shares of Common Stock, as reported in the Issuer’s pre-effective amendment No.1 to Form S-3 on Form S-1 Registration Statement as filed on December 21, 2023 and giving effect to an additional 14,500,500 shares of Common Stock sold pursuant to a private placem

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class . If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person . Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person . Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group . Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group . Not applicable.

Certification

Item 10. Certification . By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Exhibit List Exhibit 1: Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 1, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of February 1, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, $0.001 par value per share of Dianthus Therapeutics, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement a

View Full Filing

View this SC 13G filing on SEC EDGAR