Magenta to merge with Dianthus in reverse merger; Dianthus holders to own 78.7% of combined firm

Dianthus Therapeutics, Inc. /DE/

Dianthus stockholders will own ~78.7% of combined company; Magenta holders ~21.3%.
Concurrent $70M private placement of Dianthus shares and pre-funded warrants closing pre-merger.
Magenta holders get one CVR per share tied to net proceeds from legacy asset sales by Dec 31, 2023.
Magenta CEO and board largely replaced; 6 of 8 board members designated by Dianthus.
Termination fee of $13.3M payable by either party under specified conditions.

item 1.01 item 3.02 item 3.03 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Dianthus Therapeutics, Inc. /DE/ entered into Agreement and Plan of Merger with Magenta Therapeutics, Inc. (effective 2023-05-02).

Action: entry
Agreement: merger
Counterparty: Magenta Therapeutics, Inc.
Effective: 2023-05-02

Exact text from the filing

On May 2, 2023, Magenta Therapeutics, Inc., a Delaware corporation (“Magenta”), Dio Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Magenta (“Merger Sub”), and Dianthus Therapeutics, Inc., a Delaware corporation (“Dianthus”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

View on SEC.gov

250 material agreements filed in the last 30 days. Browse all material agreements →

Dianthus Therapeutics, Inc. /DE/ filing history →

Source: SEC EDGAR

accession 0001193125-23-133205

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