8-K
filed September 12, 2023, 7:59 PM ET
ticker DNTH
CIK 0001690585
M&A
confidence high
sentiment neutral
materiality 0.90
Dianthus Therapeutics, Inc. /DE/ (DNTH): auditor change — Reverse merger closed: Magenta becomes Dianthus Therapeutics; ticker changes to DNTH
Dianthus Therapeutics, Inc. /DE/
- Merger closed: Magenta combined with Dianthus OpCo; new entity trades as DNTH; ~14.8M shares post-merger.
- OpCo shareholders own ~77% of combined company; Magenta holders get ~23% plus CVRs for potential milestone payments.
- Reverse stock split 1:16 effective pre-merger; prior Magenta share count reduced to ~3.8M.
- New CEO Marino Garcia (ex-OpCo CEO); board reconstituted with 6 OpCo directors; auditor changed to Deloitte.
- OpCo pre-closing financing raised ~$72M through sale of common stock and pre-funded warrants.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Dianthus Therapeutics, Inc. /DE/ engaged Deloitte & Touche LLP as its auditor.
- Action
- engagement
- Auditor
- Deloitte & Touche LLP
Exact text from the filing
On September 11, 2023, following the completion of the Merger, the Audit Committee approved the appointment of Deloitte as the independent registered public accounting firm of the Company.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Dianthus Therapeutics, Inc. /DE/ dismissed KPMG LLP as its auditor.
- Action
- dismissal
- Auditor
- KPMG LLP
Exact text from the filing
On September 11, 2023, following the completion of the Merger, KPMG was dismissed as the independent registered public accounting firm of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey W. Albers resigned as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey W. Albers, Bruce Booth, D. Phil., Thomas O. Daniel, M.D., Amy Lynn Ronneberg, David T. Scadden, M.D. and Michael Vasconcelles, M.D. resigned from the Board of Directors and committees of the Board of Directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leon O. Moulder, Jr. was appointed as Chair of the Board of Directors at Dianthus Therapeutics, Inc. /DE/.
- Action
- appointed
- Role
- Chair of the Board of Directors
Exact text from the filing
Chair of the Board of the Directors Mr. Moulder was appointed as the chair of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paula Soteropoulos was appointed as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Amy Lynn Ronneberg resigned as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey W. Albers, Bruce Booth, D. Phil., Thomas O. Daniel, M.D., Amy Lynn Ronneberg, David T. Scadden, M.D. and Michael Vasconcelles, M.D. resigned from the Board of Directors and committees of the Board of Directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lei Meng was appointed as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce Booth resigned as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey W. Albers, Bruce Booth, D. Phil., Thomas O. Daniel, M.D., Amy Lynn Ronneberg, David T. Scadden, M.D. and Michael Vasconcelles, M.D. resigned from the Board of Directors and committees of the Board of Directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Violin was appointed as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marino Garcia was appointed as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Mahoney departed as President, Chief Financial and Operating Officer at Dianthus Therapeutics, Inc. /DE/.
- Action
- terminated without cause
- Role
- President, Chief Financial and Operating Officer
Exact text from the filing
Immediately after closing of the Merger, Stephen Mahoney, President, Chief Financial and Operating Officer, was terminated without cause as part of the transaction and is pursuing other opportunities.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David T. Scadden resigned as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey W. Albers, Bruce Booth, D. Phil., Thomas O. Daniel, M.D., Amy Lynn Ronneberg, David T. Scadden, M.D. and Michael Vasconcelles, M.D. resigned from the Board of Directors and committees of the Board of Directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Vasconcelles resigned as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey W. Albers, Bruce Booth, D. Phil., Thomas O. Daniel, M.D., Amy Lynn Ronneberg, David T. Scadden, M.D. and Michael Vasconcelles, M.D. resigned from the Board of Directors and committees of the Board of Directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas O. Daniel resigned as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- resigned
- Role
- Director
Exact text from the filing
Jeffrey W. Albers, Bruce Booth, D. Phil., Thomas O. Daniel, M.D., Amy Lynn Ronneberg, David T. Scadden, M.D. and Michael Vasconcelles, M.D. resigned from the Board of Directors and committees of the Board of Directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leon O. Moulder, Jr. was appointed as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tomas Kiselak was appointed as Director at Dianthus Therapeutics, Inc. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Dianthus Therapeutics, Inc. /DE/: Adoption of a new Code of Conduct and Ethics, superseding the prior code.
- Change
- code of ethics
Exact text from the filing
the Board of Directors adopted a new Code of Conduct and Ethics (the “ Code of Conduct ”). The Code of Conduct superseded the Company’s existing code of business conduct and ethics previously adopted by the Board of Directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Dianthus Therapeutics, Inc. /DE/: Amendment to restated certificate of incorporation to effect a 1-for-16 reverse stock split (effective 2023-09-11).
- Change
- charter amendment
- Effective
- 2023-09-11
Exact text from the filing
the Company filed a Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ A&R Charter ”), with an effective time of 11:13 a.m. Eastern Time on September 11, 2023
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Dianthus Therapeutics, Inc. /DE/ underwent a change of control involving Dianthus Therapeutics OpCo, Inc. for approximately 11,021,300 shares of Common Stock (closed 2023-09-11).
- Action
- change of control
- Counterparty
- Dianthus Therapeutics OpCo, Inc.
- Consideration
- approximately 11,021,300 shares of Common Stock
- Closing
- 2023-09-11
Exact text from the filing
Merger, each share of OpCo preferred stock was converted into a share of OpCo common stock. At the effective time of the Merger, the Company issued an aggregate of approximately 11,021,300 shares of Common Stock to OpCo stockholders, based on an exchange ratio of approximately 0.2181 shares of Common Stock for each share of OpCo capital stock, including those shares
View on SEC.gov
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