S-3MEF

As filed with the Securities and Exchange Commission on March 10, 2026.

Registration No. 333-   

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Dianthus Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   81-0724163

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

7 Times Square, 43rd Floor

New York, NY 10036

(929) 999-4055

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Ryan Savitz

EVP, Chief Financial Officer and Chief Business Officer

Dianthus Therapeutics, Inc.

7 Times Square, 43rd Floor

New York, NY 10036

(929) 999-4055

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Ryan A. Murr

Branden C. Berns

Melanie E. Neary

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111

(415) 393-8200

 

Adam M. Veness, Esq.

SVP, General Counsel and Secretary

Dianthus Therapeutics, Inc.

7 Times Square, 43rd Floor

New York, NY 10036

(929) 999-4055

 

 

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-293014

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 
 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Dianthus Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-3 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File No. 333-293014) (the “Prior Registration Statement”), which the Registrant filed with the Commission on January 28, 2026, and which the Commission declared effective on January 30, 2026.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate amount of securities offered by the Registrant by a proposed aggregate offering price of $120,000,000, which includes shares that may be sold by the Registrant in the event the underwriters exercise their option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.

The required opinion and consents are listed on the Exhibit Index below and filed herewith or incorporated by reference herein.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits

All exhibits filed with or incorporated by reference in the Registration Statement on Form S-3 (File No. 333-293014) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit
No.
   Description
5.1    Opinion of Gibson, Dunn & Crutcher LLP (incorporated by reference to Exhibit 5.1 to the Prior Registration Statement).
23.1    Consent of Independent Registered Public Accounting Firm.
23.2    Consent of Gibson, Dunn & Crutcher LLP (see Exhibit 5.1).
24.1    Power of Attorney (incorporated by reference to Exhibit 24.1 to the Prior Registration Statement).
107    Filing Fee Table.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 10, 2026.

 

Dianthus Therapeutics, Inc.
By:  

/s/ Ryan Savitz

  Ryan Savitz
  EVP, Chief Financial Officer and
  Chief Business Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

  

Date

/s/ Marino Garcia

Marino Garcia

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

   March 10, 2026

/s/ Ryan Savitz

Ryan Savitz

  

EVP, Chief Financial Officer and Chief Business Officer

(Principal Financial Officer)

   March 10, 2026

/s/ Edward Carr*

Edward Carr

  

Chief Accounting Officer

(Principal Accounting Officer)

   March 10, 2026

/s/ Alison F. Lawton*

Alison F. Lawton

  

Director and Chair of the Board

   March 10, 2026

/s/ Sujay Kango*

Sujay Kango

  

Director

   March 10, 2026

/s/ Anne McGeorge*

Anne McGeorge

  

Director

   March 10, 2026

/s/ Simon Read, Ph.D.*

Simon Read, Ph.D.

  

Director

   March 10, 2026

/s/ Steven Romano, M.D.*

Steven Romano, M.D.

  

Director

   March 10, 2026

/s/ Paula Soteropoulos*

Paula Soteropoulos

  

Director

   March 10, 2026

/s/ Jonathan Violin, Ph.D.*

Jonathan Violin, Ph.D.

  

Director

   March 10, 2026

 

*By:  

/s/ Ryan Savitz

  Ryan Savitz
  Attorney-in-fact
EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 8, 2026 relating to the financial statements of Dianthus Therapeutics, Inc., appearing in the Annual Report on Form 10-K of Dianthus Therapeutics, Inc. for the year ended December 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Morristown, New Jersey

March 10, 2026

EX-FILING FEES
S-3 S-3MEF EX-FILING FEES 333-293014 0001690585 Dianthus Therapeutics, Inc. /DE/ N/A N/A 0.0001381 0.0001381 0001690585 2026-03-10 2026-03-10 0001690585 1 2026-03-10 2026-03-10 0001690585 2 2026-03-10 2026-03-10 0001690585 3 2026-03-10 2026-03-10 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

Dianthus Therapeutics, Inc. /DE/

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Equity Common Stock, $0.001 par value per share 457(o)
Other Warrants 457(o)
Fees to be Paid 1 Unallocated (Universal) Shelf 457(o) $ 120,000,000.00 0.0001381 $ 16,572.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 120,000,000.00

$ 16,572.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 16,572.00

Offering Note

1

The Registrant previously registered the offer and sale of certain securities, including its common stock, par value $0.001 per share, having a proposed maximum aggregate offering price of $600,000,000 pursuant to Registration Statement on Form S-3 (File No. 333-293014), which was filed on January 28, 2026 and declared effective by the SEC on January 30, 2026 (the "Prior Registration Statement"). As of the date hereof, a balance of $600,000,000 of such securities remains unsold under the Prior Registration Statement. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV(A) of Form S-3, the Registrant is hereby registering the offer and sale of an additional $120,000,000 of its shares of common stock. The additional amount of securities that is being registered for offer and sale represents no more than 20% of the maximum aggregate offering price of the remaining securities available to be sold under the Prior Registration Statement.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A