SC 13G: Dianthus Therapeutics, Inc. /DE/

AI Summary

SC 13G filing by Dianthus Therapeutics, Inc. /DE/.

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti

Filing Documents

• dnth1011240sc13g.htm (SC 13G) — 79KB
• 0001214659-24-017479.txt ( ) — 81KB

(a)

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

(b)

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

(a)

Item 2(a). Name of Person Filing: This statement is being jointly filed by: Octagon Capital Advisors LP ("Octagon") Octagon Investments Master Fund LP ("Master Fund") Octagon Private Opportunities Fund II LP ("Private Fund II") Ting Jia, as the principal beneficial owner of Octagon ("Mr. Jia") Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Octagon serves as the investment manager of the Master Fund and the Private Fund II. Mr. Jia is the managing member of Octagon. By virtue of these relationships each of Octagon and Mr. Jia may be deemed to beneficially own the Issuer's Common Stock directly owned by the Master Fund and by the Private Fund II.

(b)

Item 2(b). Address of Principal Business Office or, if none, Residence: The address of the business office of each of the Reporting Persons is 654 Madison Avenue, 21 st Floor, New York, NY 10065

(c)

Item 2(c). Citizenship: Octagon is a Delaware limited partnership. The Master Fund is an exempted limited partnership established in the Cayman Islands. The Private Fund II is a Delaware limited partnership. Mr. Jia is a Chinese citizen.

(d)

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

(e)

Item 2(e). CUSIP Number: 252828108 Page 6 of 9 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: (a) o Broker or dealer registered under Section 15 of the Act; (b) o Bank as defined in Section 3(a)(6) of the Act; (c) o Insurance company as defined in Section 3(a)(19) of the Act; (d) o Investment company registered under Section 8 of the Investment Company Act of 1940; (e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) ; (f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) ; (g) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) ; (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J) ; (k) o Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K) . If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Item 4. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 1,746,667 (b) Percent of Class: 6.0% The percentage reported on this Schedule 13G is calculated based upon 29,354,320 Common Stock outstanding as of August 6, 2024, as reported in the Form 10-Q filed by the Issuer on August 8, 2024. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 1,746,667 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the di

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