--- 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" generated_at: "2026-06-10T21:12:11.587443+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Reverse merger closed: Magenta becomes Dianthus Therapeutics; ticker changes to DNTH ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - 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 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-233448 - JSON: https://secwatch.observer/filing/0001193125-23-233448.json - Plain text: https://secwatch.observer/filing/0001193125-23-233448.txt ## Key facts - Auditor Changes Dianthus Therapeutics, Inc. /DE/ engaged Deloitte & Touche LLP as its auditor. - Action: engagement - Auditor: Deloitte & Touche LLP source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Auditor Changes Dianthus Therapeutics, Inc. /DE/ dismissed KPMG LLP as its auditor. - Action: dismissal - Auditor: KPMG LLP source text: On September 11, 2023, following the completion of the Merger, KPMG was dismissed as the independent registered public accounting firm of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Jeffrey W. Albers resigned as Director at Dianthus Therapeutics, Inc. /DE/. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change 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 source text: Chair of the Board of the Directors Mr. Moulder was appointed as the chair of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Paula Soteropoulos was appointed as Director at Dianthus Therapeutics, Inc. /DE/. - Action: appointed - Role: Director source text: six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Amy Lynn Ronneberg resigned as Director at Dianthus Therapeutics, Inc. /DE/. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Lei Meng was appointed as Director at Dianthus Therapeutics, Inc. /DE/. - Action: appointed - Role: Director source text: six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Bruce Booth resigned as Director at Dianthus Therapeutics, Inc. /DE/. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Jonathan Violin was appointed as Director at Dianthus Therapeutics, Inc. /DE/. - Action: appointed - Role: Director source text: six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Marino Garcia was appointed as Director at Dianthus Therapeutics, Inc. /DE/. - Action: appointed - Role: Director source text: six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change David T. Scadden resigned as Director at Dianthus Therapeutics, Inc. /DE/. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Michael Vasconcelles resigned as Director at Dianthus Therapeutics, Inc. /DE/. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Thomas O. Daniel resigned as Director at Dianthus Therapeutics, Inc. /DE/. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Leon O. Moulder, Jr. was appointed as Director at Dianthus Therapeutics, Inc. /DE/. - Action: appointed - Role: Director source text: six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Executive change Tomas Kiselak was appointed as Director at Dianthus Therapeutics, Inc. /DE/. - Action: appointed - Role: Director source text: six members designated by OpCo, who are Marino Garcia, Leon O. Moulder, Jr., Tomas Kiselak, Lei Meng, Paula Soteropoulos and Jonathan Violin, Ph.D. evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Governance Changes Dianthus Therapeutics, Inc. /DE/: Adoption of a new Code of Conduct and Ethics, superseding the prior code. - Change: code of ethics source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1690585/000119312523233448/0001193125-23-233448-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.