Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dianthus Therapeutics, Inc.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
252828108
(CUSIP Number)
December 31, 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) |
| x | 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
1,199,228 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
1,199,228 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,199,228 (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)
4.1% (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 157,740 shares of Common Stock issuable upon the exercise of immediately exercisable warrants (“Warrants”) 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 the sum of (i) 14,817,696 shares of common stock, as reported in the Issuer’s pre-effective amendment No.1 to Form S-3 on Form S-1 Registration Statement as filed on December 21, 2023, (ii) 14,500,500 shares of common stock sold pursuant to a private placement as reported by the Issuer in a Form 8-K as filed on January 22, 2024, and (iii) 157,740 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
1,199,228 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
1,199,228 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,199,228 (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)
4.1% (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 157,740 shares of Common Stock issuable upon the exercise of Warrants 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 the sum of (i) 14,817,696 shares of common stock, as reported in the Issuer’s pre-effective amendment No.1 to Form S-3 on Form S-1 Registration Statement as filed on December 21, 2023, (ii) 14,500,500 shares of common stock sold pursuant to a private placement as reported by the Issuer in a Form 8-K as filed on January 22, 2024, and (iii) 157,740 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
483,356 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
483,356 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
483,356 (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)
1.6% (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 52,580 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. 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) 14,817,696 shares of common stock, as reported in the Issuer’s pre-effective amendment No.1 to Form S-3 on Form S-1 Registration Statement as filed on December 21, 2023, (ii) 14,500,500 shares of common stock sold pursuant to a private placement as reported by the Issuer in a Form 8-K as filed on January 22, 2024, and (iii) 52,580 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
483,356 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
483,356 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
483,356(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)
1.6% (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 52,580 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. 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) 14,817,696 shares of common stock, as reported in the Issuer’s pre-effective amendment No.1 to Form S-3 on Form S-1 Registration Statement as filed on December 21, 2023, (ii) 14,500,500 shares of common stock sold pursuant to a private placement as reported by the Issuer in a Form 8-K as filed on January 22, 2024, and (iii) 52,580 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) ☒ (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
1,682,584 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
1,682,584 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,682,584 (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)
5.7% (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 157,740 shares of Common Stock issuable upon the exercise of Warrants held by Ventures VII and (ii) 430,776 shares of Common Stock and 52,580 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. 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) 14,817,696 shares of common stock, as reported in the Issuer’s pre-effective amendment No.1 to Form S-3 on Form S-1 Registration Statement as filed on December 21, 2023, (ii) 14,500,500 shares of common stock sold pursuant to a private placement as reported by the Issuer in a Form 8-K as filed on January 22, 2024, and (iii) 210,320 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) ☒ (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
1,682,584 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
1,682,584 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,682,584 (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)
5.7% (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 157,740 shares of Common Stock issuable upon the exercise of Warrants held by Ventures VII and (ii) 430,776 shares of Common Stock and 52,580 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. 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) 14,817,696 shares of common stock, as reported in the Issuer’s pre-effective amendment No.1 to Form S-3 on Form S-1 Registration Statement as filed on December 21, 2023, (ii) 14,500,500 shares of common stock sold pursuant to a private placement as reported by the Issuer in a Form 8-K as filed on January 22, 2024, and (iii) 210,320 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 February 14, 2024:
| 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) | 1,199,228 | 0 | 1,199,228 | 0 | 1,199,228 | 1,199,228 | 4.1 | % | ||||||||||||||||||||
| Partners VII (1) | 0 | 0 | 1,199,228 | 0 | 1,199,228 | 1,199,228 | 4.1 | % | ||||||||||||||||||||
| Opps II (2) | 483,356 | 0 | 483,356 | 0 | 483,356 | 483,356 | 1.6 | % | ||||||||||||||||||||
| Opps II GP (2) | 0 | 0 | 483,356 | 0 | 483,356 | 483,356 | 1.6 | % | ||||||||||||||||||||
| Schwab (1)(2) | 0 | 0 | 1,682,584 | 0 | 1,682,584 | 1,682,584 | 5.7 | % | ||||||||||||||||||||
| Parmar (1)(2) | 0 | 0 | 1,682,584 | 0 | 1,682,584 | 1,682,584 | 5.7 | % | ||||||||||||||||||||
| (1) | Includes 1,041,488 shares of Common Stock and 157,740 shares of Common Stock issuable upon the exercise of Warrants 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) | Includes 430,776 shares of Common Stock and 52,580 shares of Common Stock issuable upon the exercise of Warrants held by Opps II. 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) 14,817,696 shares of common stock, as reported in the Issuer’s pre-effective amendment No.1 to Form S-3 on Form S-1 Registration Statement as filed on December 21, 2023, (ii) 14,500,500 shares of common stock sold pursuant to a private placement as reported by the Issuer in a Form 8-K as filed on January 22, 2024, and (iii) 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 | |
| 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: February 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
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: February 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 |