Form SC 13G - Statement of acquisition of beneficial ownership by individuals
21 Septiembre 2023 - 3:15PM
Edgar (US Regulatory)
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) |
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
1,049,030 (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. |
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. |
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. |
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. |
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. |
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. |
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
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 |
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. |
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). |
Exhibit(s):
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 |
|
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