--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-231669" form_type: "8-K" ticker: "DNTH" cik: "0001690585" company_name: "Dianthus Therapeutics, Inc. /DE/" filed_at: "2023-09-08T23:59:59+00:00" generated_at: "2026-06-10T22:14:36.782625+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Magenta Therapeutics stockholders approve merger with Dianthus; closing expected Sept 11 ## Summary - Stockholders approved share issuance and change of control (30.1M For, 6.3M Against) and reverse stock split (47.4M For). - Reverse stock split ratio range 1:10 to 1:18; final ratio determined by mutual board agreement. - Officer exculpation amendment not approved (30.0M For, 3.4M Against, 2.98M Abstentions). - Merger closing expected on or around Sept 11, 2023; post-closing co. to operate as Dianthus Therapeutics (DNTH). - Three Class II directors elected: Jeffrey Albers, Anne McGeorge, David Scadden. ## SEC filing metadata - accession: 0001193125-23-231669 - form_type: 8-K - ticker: DNTH - cik: 0001690585 - company_name: Dianthus Therapeutics, Inc. /DE/ - filed_at: 2023-09-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1690585/000119312523231669/0001193125-23-231669-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1690585/000119312523231669/d515463d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-231669 - JSON: https://secwatch.observer/filing/0001193125-23-231669.json - Plain text: https://secwatch.observer/filing/0001193125-23-231669.txt ## Key facts - Shareholder Votes Dianthus Therapeutics, Inc. /DE/ shareholders approved Approve amendment to charter to effect a reverse stock split in the range 1:10 to 1:18 at the 2023-09-08 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-09-08 source text: Proposal No. 2 – To approve an amendment to the amended and restated certificate of incorporation of Magenta (“Magenta’s charter”) to effect a reverse stock split of Magenta’s issued and outstanding common stock at a ratio in the range between 1:10 to 1:18, inclusive, with the final ratio and effectiveness of such amendment and the abandonment of such amendment to be mutually agreed by the Magenta board of directors and the Dianthus board of directors prior to the effective time or, if the Proposal No. 1 is not approved by Magenta stockholders, determined solely by the Magenta board of directors. This proposal was approved by the requisite vote of the Company’s stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523231669/0001193125-23-231669-index.htm - Shareholder Votes Dianthus Therapeutics, Inc. /DE/ shareholders approved Ratify selection of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-09-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-09-08 source text: Proposal No. 5 – To ratify the selection of KPMG LLP as Magenta’s independent registered public accounting firm for the fiscal year ending December 31, 2023, provided that Deloitte & Touche LLP is expected to be appointed for that fiscal year if the merger is completed. This proposal was approved by the requisite vote of the Company’s stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523231669/0001193125-23-231669-index.htm - Shareholder Votes Dianthus Therapeutics, Inc. /DE/ shareholders approved Approve issuance of shares and change of control in connection with merger at the 2023-09-08 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-09-08 source text: Proposal No. 1 – To approve (i) the issuance of shares of common stock of Magenta, which will represent more than 20% of the shares of Magenta common stock outstanding immediately prior to the merger, to stockholders of Dianthus, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, and (ii) the change of control of Magenta resulting from the merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively. This proposal was approved by the requisite vote of the Company’s stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523231669/0001193125-23-231669-index.htm - Shareholder Votes Dianthus Therapeutics, Inc. /DE/ shareholders rejected Approve amendment to charter to provide for exculpation of officers at the 2023-09-08 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-09-08 source text: Proposal No. 3 – To approve an amendment to Magenta’s charter to provide for the exculpation of officers. This proposal was not approved by the requisite vote of the Company’s stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523231669/0001193125-23-231669-index.htm - Shareholder Votes Dianthus Therapeutics, Inc. /DE/ shareholders approved Election of three Class II director nominees at the 2023-09-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-09-08 source text: Proposal No. 4 – To elect three Class II director nominees named in the accompanying proxy statement/prospectus to Magenta’s board of directors, to serve until Magenta’s 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. The Company’s stockholders elected Mr. Albers, Ms. McGeorge and Dr. Scadden. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523231669/0001193125-23-231669-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.