{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-233448","form_type":"8-K","ticker":"DNTH","cik":"0001690585","company_name":"Dianthus Therapeutics, Inc. /DE/","filed_at":"2023-09-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:34.870433+00:00","generated_at":"2026-06-10T21:12:11.587443+00:00","sec_items":["1.01","2.01","3.02","3.03","4.01","5.01","5.02","5.03","5.05","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Reverse merger closed: Magenta becomes Dianthus Therapeutics; ticker changes to DNTH","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-233448","json":"https://secwatch.observer/filing/0001193125-23-233448.json","markdown":"https://secwatch.observer/filing/0001193125-23-233448.md","text":"https://secwatch.observer/filing/0001193125-23-233448.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/d550960d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T21:12:11.587443+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2e22a5899310a223544dd65779ecb5e55619a2c2","claim":"Dianthus Therapeutics, Inc. /DE/ engaged Deloitte & Touche LLP as its auditor.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"engagement"},{"label":"Auditor","value":"Deloitte & Touche LLP"}],"fact_type":"auditor_change"},{"claim_id":"7f39cfc15a1c39f2743c9a7665b73ee7fde8364d","claim":"Dianthus Therapeutics, Inc. /DE/ dismissed KPMG LLP as its auditor.","evidence_excerpt":"On September 11, 2023, following the completion of the Merger, KPMG was dismissed as the independent registered public accounting firm of the Company.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"dismissal"},{"label":"Auditor","value":"KPMG LLP"}],"fact_type":"auditor_change"},{"claim_id":"10ee40231f","claim":"Jeffrey W. Albers resigned as Director at Dianthus Therapeutics, Inc. /DE/.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"163735ce27","claim":"Leon O. Moulder, Jr. was appointed as Chair of the Board of Directors at Dianthus Therapeutics, Inc. /DE/.","evidence_excerpt":"Chair of the Board of the Directors Mr. Moulder was appointed as the chair of the Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chair of the Board of Directors"}],"fact_type":"executive_change"},{"claim_id":"194fb6018f","claim":"Paula Soteropoulos was appointed as Director at Dianthus Therapeutics, Inc. /DE/.","evidence_excerpt":"six members designated by OpCo, who are Marino Garcia, Leon O. 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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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"414279f740","claim":"Lei Meng was appointed as Director at Dianthus Therapeutics, Inc. /DE/.","evidence_excerpt":"six members designated by OpCo, who are Marino Garcia, Leon O. 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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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"881ef76678","claim":"Jonathan Violin was appointed as Director at Dianthus Therapeutics, Inc. /DE/.","evidence_excerpt":"six members designated by OpCo, who are Marino Garcia, Leon O. 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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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e81f822afc","claim":"Leon O. Moulder, Jr. was appointed as Director at Dianthus Therapeutics, Inc. /DE/.","evidence_excerpt":"six members designated by OpCo, who are Marino Garcia, Leon O. 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The Code of Conduct superseded the Company’s existing code of business conduct and ethics previously adopted by the Board of Directors","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"code of ethics"}],"fact_type":"governance_change"},{"claim_id":"7d5a5d236d0ebdf893ab368209ed9f2387b700eb","claim":"Dianthus Therapeutics, Inc. /DE/: Amendment to restated certificate of incorporation to effect a 1-for-16 reverse stock split (effective 2023-09-11).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-09-11"}],"fact_type":"governance_change"},{"claim_id":"8f938f159b4b47944e564e7312551ceff556895b","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Dianthus Therapeutics OpCo, Inc."},{"label":"Consideration","value":"approximately 11,021,300 shares of Common Stock"},{"label":"Closing","value":"2023-09-11"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}