Filing Details

Accession Number:
0001104659-23-102822
Form Type:
13G Filing
Publication Date:
2023-09-20 20:00:00
Filed By:
5am Partners Vii, Llc
Company:
Dianthus Therapeutics Inc.
Filing Date:
2023-09-21
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
5AM Ventures VII 0 1,049,030 0 1,049,030 1,049,030 7.1%
5AM Partners VII 0 1,049,030 0 1,049,030 1,049,030 7.1%
5AM Opportunities II 0 433,290 0 433,290 433,290 2.9%
5AM Opportunities II (GP) 0 433,290 0 433,290 433,290 2.9%
Andrew J. Schwab 0 1,482,320 0 1,482,320 1,482,320 9.9999%
Kush Parmar 0 1,482,320 0 1,482,320 1,482,320 9.9999%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Dianthus Therapeutics, Inc.

 

(Name of Issuer)

 

Common stock, $0.001 par value per share

 

(Title of Class of Securities)

 

252828108

 

(CUSIP Number)

 

September 11, 2023

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 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

1,049,030 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

1,049,030 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,049,030 (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)

7.1% (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 1,041,488 shares of Common Stock and 7,542 shares of Common Stock issuable upon the exercise of immediately exercisable warrants (“Warrants”) held by Ventures VII. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by Ventures VII as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.9999% of the number of shares of common stock outstanding immediately after giving effect to the exercise. 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 the sum of (i) 14,813,295 shares of Common Stock outstanding as of September 11, 2023, as reported by the Issuer to the Reporting Persons on September 19, 2023 and (ii) 7,542 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

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

1,049,030 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

1,049,030 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,049,030 (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)

7.1% (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 1,041,488 shares of Common Stock and 7,542 shares of Common Stock issuable upon the exercise of Warrants held by Ventures VII. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by Ventures VII as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.9999% of the number of shares of common stock outstanding immediately after giving effect to the exercise. 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 the sum of (i) 14,813,295 shares of Common Stock outstanding as of September 11, 2023, as reported by the Issuer to the Reporting Persons on September 19, 2023 and (ii) 7,542 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

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

433,290 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

433,290 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

433,290 (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)

2.9% (3)

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.

 

(2)Consists of 430,776 shares of Common Stock and 2,514 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by Opps II as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.9999% of the number of shares of common stock outstanding immediately after giving effect to the exercise. Opps II GP is the sole general partner of Opps II and Schwab and Parmar are the managing members of Opps II GP. Each of Opps II GP, Schwab and Parmar shares voting and dispositive power over the shares held by Opps II.

 

(3)This percentage is calculated based upon the sum of (i) 14,813,295 shares of Common Stock outstanding as of September 11, 2023, as reported by the Issuer to the Reporting Persons on September 19, 2023 and (ii) 2,514 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

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

433,290 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

433,290 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

433,290(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)

2.9% (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 430,776 shares of Common Stock and 2,514 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by Opps II as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.9999% of the number of shares of common stock outstanding immediately after giving effect to the exercise. Opps II GP is the sole general partner of Opps II and Schwab and Parmar are the managing members of Opps II GP. Each of Opps II GP, Schwab and Parmar shares voting and dispositive power over the shares held by Opps II.

 

(3)This percentage is calculated based upon the sum of (i) 14,813,295 shares of Common Stock outstanding as of September 11, 2023, as reported by the Issuer to the Reporting Persons on September 19, 2023 and (ii) 2,514 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

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

1,482,320 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

1,482,320 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,482,320 (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)

9.9999% (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 (i) 1,041,488 shares of Common Stock and 7,542 shares of Common Stock issuable upon the exercise of Warrants held by Ventures VII and (ii) 430,776 shares of Common Stock and 2,514 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by Ventures VII and Opps II as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.9999% of the number of shares of common stock outstanding immediately after giving effect to the exercise. Partners VII is the sole general partner of Ventures VII and Opps II GP is the sole general partner of Opps II. Schwab and Parmar are the managing members of each of Partners VII and Opps II GP. Each of Schwab and Parmar shares voting and dispositive power over the shares held by Ventures VII and Opps II.

 

(3)This percentage is calculated based upon the sum of (i) 14,813,295 shares of Common Stock outstanding as of September 11, 2023, as reported by the Issuer to the Reporting Persons on September 19, 2023 and (ii) 10,056 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

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

1,482,320 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

1,482,320 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,482,320 (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)

9.9999% (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 (i) 1,041,488 shares of Common Stock and 7,542 shares of Common Stock issuable upon the exercise of Warrants held by Ventures VII and (ii) 430,776 shares of Common Stock and 2,514 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by Ventures VII and Opps II as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.9999% of the number of shares of common stock outstanding immediately after giving effect to the exercise. Partners VII is the sole general partner of Ventures VII and Opps II GP is the sole general partner of Opps II. Schwab and Parmar are the managing members of each of Partners VII and Opps II GP. Each of Schwab and Parmar shares voting and dispositive power over the shares held by Ventures VII and Opps II.

 

(3)This percentage is calculated based upon the sum of (i) 14,813,295 shares of Common Stock outstanding as of September 11, 2023, as reported by the Issuer to the Reporting Persons on September 19, 2023 and (ii) 10,056 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

 

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 501 Second Street, Suite 350
San Francisco, CA 94107

     

  (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 September 21, 2023:

 

Reporting
Persons
 

Shares Held

Directly

  

Sole

Voting

Power

  

Shared

Voting

Power

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power

  

Beneficial

Ownership

  

Percentage

of Class (3)

 
Ventures VII (1)   1,049,030    0    1,049,030    0    1,049,030    1,049,030    7.1%
Partners VII (1)   0    0    1,049,030    0    1,049,030    1,049,030    7.1%
Opps II (2)   433,290    0    433,290    0    433,290    433,290    3.0%
Opps II GP (2)   0    0    433,290    0    433,290    433,290    3.0%
Schwab (1)(2)   0    0    1,482,320    0    1,482,320    1,482,320    9.9999%
Parmar (1)(2)   0    0    1,482,320    0    1,482,320    1,482,320    9.9999%

 

 

(1)Includes 1,041,488 shares of Common Stock and 7,542 shares of Common Stock issuable upon the exercise of Warrants held by Ventures VII. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by Ventures VII as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.9999% of the number of shares of common stock outstanding immediately after giving effect to the exercise. 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)Includes 430,776 shares of Common Stock and 2,514 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by Opps II as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.9999% of the number of shares of common stock outstanding immediately after giving effect to the exercise. Opps II GP is the sole general partner of Opps II and Schwab and Parmar are the managing members of Opps II GP. Each of Opps II GP, Schwab and Parmar shares voting and dispositive power over the shares held by Opps II.

 

(3)This percentage is calculated based upon the sum of (i) 14,813,295 shares of Common Stock outstanding as of September 11, 2023, as reported by the Issuer to the Reporting Persons on September 19, 2023 and (ii) shares issuable upon the exercise of the Warrants described above, as applicable.

 

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   ¨
 
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

 

9

 

 

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.

 

10

 

 

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: September 21, 2023

 

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).

 

11

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

12

 

 

EXHIBIT A

 

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: September 21, 2023

 

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