UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Dianthus Therapeutics, Inc.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
252828108
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ x ¨ |
Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 252828108 | |||
| 1. | Names of Reporting Persons 5AM Ventures VII, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 1,027,711 (2) | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 1,027,711 (2) | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,027,711 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9) 3.5% (3) | ||
| 12. | Type of Reporting Person (See Instructions) PN | ||
| (1) | This Schedule 13G is filed by 5AM Ventures VII, L.P. (“Ventures VII”), 5AM Partners VII, LLC (“Partners VII”), 5AM Opportunities II, L.P. (“Opps II”), 5AM Opportunities II (GP), LLC (“Opps II GP”), Andrew J. Schwab (“Schwab”) and Dr. Kush Parmar (“Parmar” and, with Ventures VII, Partners VII, Opps II, Opps II GP and Schwab collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 1,027,711 shares of Common Stock held by Ventures VII. Partners VII is the sole general partner of Ventures VII and Schwab and Parmar are the managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the shares held by Ventures VII. |
| (3) | This percentage is calculated based upon 29,596,965 shares of common stock outstanding as of November 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024. |
2
| CUSIP No. 252828108 | |||
| 1. | Names of Reporting Persons 5AM Partners VII, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 1,027,711 (2) | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 1,027,711 (2) | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,027,711 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9) 3.5% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 1,027,711 shares of Common Stock held by Ventures VII. Partners VII is the sole general partner of Ventures VII and Schwab and Parmar are the managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the shares held by Ventures VII. |
| (3) | This percentage is calculated based upon 29,596,965 shares of common stock outstanding as of November 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024. |
3
| CUSIP No. 252828108 | |||
| 1. | Names of Reporting Persons 5AM Opportunities II, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 0 | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 0 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | ||
| 12. | Type of Reporting Person (See Instructions) PN | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
4
| CUSIP No. 252828108 | |||
| 1. | Names of Reporting Persons 5AM Opportunities II (GP), LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 0 | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 0 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9) 0.0% | ||
| 12. | Type of Reporting Person (See Instructions) OO | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
5
| CUSIP No. 252828108 | |||
| 1. | Names of Reporting Persons Andrew J. Schwab | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 1,027,711 (2) | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 1,027,711 (2) | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,027,711 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9) 3.5% (3) | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 1,027,711 shares of Common Stock held by Ventures VII. Partners VII is the sole general partner of Ventures VII and Schwab and Parmar are the managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the shares held by Ventures VII. |
| (3) | This percentage is calculated based upon 29,596,965 shares of common stock outstanding as of November 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024. |
6
| CUSIP No. 252828108 | |||
| 1. | Names of Reporting Persons Kush Parmar | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 1,027,711 (2) | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 1,027,711 (2) | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,027,711 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9) 3.5% (3) | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 1,027,711 shares of Common Stock held by Ventures VII. Partners VII is the sole general partner of Ventures VII and Schwab and Parmar are the managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the shares held by Ventures VII. |
| (3) | This percentage is calculated based upon 29,596,965 shares of common stock outstanding as of November 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024. |
7
| Item 1. | ||
| (a) |
Name of Issuer Dianthus Therapeutics, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices 7 Times Square, 43rd Floor New York, NY 10036 | |
| Item 2. | ||
| (a) |
Name of Person Filing 5AM Ventures VII, L.P. (“Ventures VII”) 5AM Partners VII, LLC (“Partners VII”) 5AM Opportunities II, L.P. (“Opps II”) 5AM Opportunities II (GP), LLC (“Opps II GP”) Andrew J. Schwab (“Schwab”) Dr. Kush Parmar (“Parmar”) | |
| (b) |
Address of Principal Business Office or, if none, Residence c/o 5AM Ventures 4 Embarcadero Center, Suite 3110 | |
| (c) | Citizenship | ||||
| Entities: | Ventures VII | - | Delaware | ||
| Partners VII | - | Delaware | |||
| Opps II | - | Delaware | |||
| Opps II GP | - | Delaware | |||
| Individuals: | Schwab | - | United States | ||
| Parmar | - | United States | |||
| (d) |
Title of Class of Securities Common Stock, $0.001 par value (“Common Stock”) | |
| (e) |
CUSIP Number 252828108 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable | ||
8
| Item 4. | Ownership |
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of November 14, 2024: | |||||||||
| Reporting Persons | Shares
Held | Sole | Shared | Sole | Shared | Beneficial | Percentage | |||||||||||||||||||||
| Ventures VII (1) | 1,027,711 | 0 | 1,027,711 | 0 | 1,027,711 | 1,027,711 | 3.5 | % | ||||||||||||||||||||
| Partners VII (1) | 0 | 0 | 1,027,711 | 0 | 1,027,711 | 1,027,711 | 3.5 | % | ||||||||||||||||||||
| Opps II | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Opps II GP | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | ||||||||||||||||||||
| Schwab (1) | 0 | 0 | 1,027,711 | 0 | 1,027,711 | 1,027,711 | 3.5 | % | ||||||||||||||||||||
| Parmar (1) | 0 | 0 | 1,027,711 | 0 | 1,027,711 | 1,027,711 | 3.5 | % | ||||||||||||||||||||
(1) Consists of 1,027,711 shares of Common Stock held by Ventures VII. Partners VII is the sole general partner of Ventures VII and Schwab and Parmar are the managing members of Partners VII. Each of Partners VII, Schwab and Parmar shares voting and dispositive power over the shares held by Ventures VII. (2) This percentage is calculated based upon 29,596,965 shares of common stock outstanding as of November 5, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.. | |||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | ||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x | |||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||||||||
| Not applicable | |||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||||||||
| Not applicable | |||||||||
| Item 8. | Identification and Classification of Members of the Group | ||||||||
| Not applicable | |||||||||
| Item 9. | Notice of Dissolution of Group | ||||||||
| Not applicable | |||||||||
| Item 10. | Certification | ||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. | |||||||||
9
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| 5AM Ventures VII, L.P. | 5AM Partners VII, LLC | |||
| By: | 5AM Partners VII, LLC | By: | /s/ Andrew J. Schwab | |
| its | General Partner | Name: Andrew J. Schwab | ||
| Title: Managing Member | ||||
| By: | /s/ Andrew J. Schwab | |||
| Name: Andrew J. Schwab | ||||
| Title: Managing Member | ||||
| 5AM Opportunities II, L.P. | 5AM Opportunities II (GP), LLC | |||
| By: | 5AM Opportunities II (GP), LLC | By: | /s/ Andrew J. Schwab | |
| its | General Partner | Name: Andrew J. Schwab | ||
| Title: Managing Member | ||||
| By: | /s/ Andrew J. Schwab | |||
| Name: Andrew J. Schwab | ||||
| Title: Managing Member | ||||
| /s/ Andrew J. Schwab | ||||
| Andrew J. Schwab | ||||
| /s/ Dr. Kush Parmar | ||||
| Dr. Kush Parmar | ||||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
10
Exhibit(s):
| A | Joint Filing Agreement |
11
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Dianthus Therapeutics, Inc. is filed on behalf of each of us.
Dated: November 14, 2024
| 5AM Ventures VII, L.P. | 5AM Partners VII, LLC | |||
| By: | 5AM Partners VII, LLC | By: | /s/ Andrew J. Schwab | |
| its | General Partner | Name: Andrew J. Schwab | ||
| Title: Managing Member | ||||
| By: | /s/ Andrew J. Schwab | |||
| Name: Andrew J. Schwab | ||||
| Title: Managing Member | ||||
| 5AM Opportunities II, L.P. | 5AM Opportunities II (GP), LLC | |||
| By: | 5AM Opportunities II (GP), LLC | By: | /s/ Andrew J. Schwab | |
| its | General Partner | Name: Andrew J. Schwab | ||
| Title: Managing Member | ||||
| By: | /s/ Andrew J. Schwab | |||
| Name: Andrew J. Schwab | ||||
| Title: Managing Member | ||||
| /s/ Andrew J. Schwab | ||||
| Andrew J. Schwab | ||||
| /s/ Dr. Kush Parmar | ||||
| Dr. Kush Parmar | ||||