Magenta Therapeutics and Dianthus Therapeutics Announce Merger Agreement | Press Release, Webcast

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Magenta Therapeutics and Dianthus Therapeutics Announce Merger Agreement | Press Release, Webcast

Harnessing the Power
of Selectivity in
Complement Therapeutics

Who We Are

Dianthus Therapeutics is advancing next generation complement therapeutics to deliver transformative medicines for patients with rare diseases. Our mission is to develop best-in-class, potent and selective antibodies of validated and emerging complement targets to transform the lives of people living with autoimmune diseases.

Our
Approach

We envision the full potential of complement therapeutics lies within the power of selectivity. Our antibodies are modified with half-life extension technology and uniquely equipped with a high selectivity for active complement proteins, resulting in the potential for effective therapeutics with reduced dose levels and frequency to improve the lives of patients.

Pipeline

We are designing and delivering novel, best-in-class monoclonal antibodies with improved selectivity and potency over existing complement therapies.

DISCOVERY PRECLINICAL PHASE I PHASE I PHASE II PHASE II PHASE III PHASE III
DNTH103 – ACTIVE C1s SELECTIVE ANTIBODY
DNTH200
DNTH300
Our
Team

At Dianthus, we are a multidisciplinary team of biotech entrepreneurs and scientists united by the commitment to harness the power of selectivity in complement therapeutics to create transformative medicines for people living with rare autoimmune diseases.

Our
Team

At Dianthus, we are a multidisciplinary team of biotech entrepreneurs and scientists united by the commitment to harness the power of selectivity in complement therapeutics to create transformative medicines for people living with rare autoimmune diseases.

Leadership
  • Leadership
  • Board Of Directors
  • Investors
  • Leadership
  • Board Of Directors
  • Investors
Dianthus is supported by a strong syndicate of experienced life science investors, including 5AM Ventures, Avidity Partners, Fairmount, Fidelity Management & Research Company, Tellus BioVentures, Venrock, Wedbush Healthcare Partners, and others.
Join us

We believe in growth and persistence with change. With offices in Waltham, MA and New York, NY, Dianthus is currently looking to strengthen our team with visionary, entrepreneurial and passionate individuals to make a lasting impact in the lives of patients through novel complement therapeutics.

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News
  • May 03 2023 | Magenta Therapeutics and Dianthus Therapeutics Announce Merger Agreement
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    May 03 2023 | Magenta Therapeutics and Dianthus Therapeutics Announce Merger Agreement

    Merger to create Nasdaq-listed, clinical-stage biotechnology company focused on advancing Dianthus’ portfolio of next-generation antibody complement therapeutics

    Combined company is expected to have approximately $180 million of cash or cash equivalents at close, including approximately $70 million from a concurrent private financing by Dianthus’ new and existing investors, which is expected to provide funding into mid-2026

    Cash expected to fund lead program DNTH103 through multiple clinical data catalysts including Phase 1 in healthy volunteers, and Phase 2 trials in generalized Myasthenia Gravis and other indications

    Companies will host a joint webcast today, May 3, 2023 at 8:30 a.m. ET

     

    CAMBRIDGE, Mass., May 3, 2023 – Magenta Therapeutics, Inc. (Nasdaq: MGTA) (“Magenta”) and Dianthus Therapeutics, Inc. (“Dianthus”), a privately-held, clinical-stage biotechnology company dedicated to advancing the next generation of antibody complement therapeutics, announced today that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction. The combined company will focus on advancing Dianthus’ pipeline of next-generation complement inhibitors, including DNTH103 currently in a Phase 1 clinical trial. Upon completion of the merger, the combined company is expected to operate under the name Dianthus Therapeutics, Inc. and trade on the Nasdaq under the ticker symbol “DNTH”.

    In support of the merger, Dianthus has secured commitments for a $70 million private investment in its common stock and pre-funded warrants from a syndicate of healthcare investors led by Fidelity Management & Research Company, Catalio Capital Management, 5AM Ventures, Avidity Partners, Wedbush Healthcare Partners and founding investors Fairmount, Tellus BioVentures and Venrock Healthcare Capital Partners, that is expected to close immediately prior to completion of the merger. With the cash expected from both companies at closing and the proceeds of the concurrent private financing, the combined company is expected to have approximately $180 million of cash or cash equivalents immediately post-closing. The cash resources are intended to be used to advance Dianthus’ pipeline through multiple clinical data catalysts and is expected to fund operations into mid-2026. The merger and related financing are expected to close in the third quarter of 2023.

    “I’m delighted to announce this planned merger with Magenta, which comes at a pivotal moment in the evolution of our company as we advance our pipeline of next-generation complement therapeutics for people living with severe autoimmune diseases,” said Marino Garcia, President and Chief Executive Officer of Dianthus Therapeutics. “Gaining access to the public capital markets can enhance our financial strength and fuel our growth strategy, enabling us to unlock the full potential of our pipeline, including our plans to address multiple autoimmune disorders with our clinical-stage active C1s inhibitor, DNTH103.”

    “After a thorough exploration of our strategic alternatives, management and our Board of Directors believe the transaction with Dianthus Therapeutics will culminate in a successful outcome for our stockholders,” said Steve Mahoney, President, Chief Financial and Operating Officer of Magenta. “Dianthus has made rapid progress in developing and advancing DNTH103 into the clinic where it has the potential to be a transformative classical pathway inhibitor for severe autoimmune diseases. We are extremely grateful to our current and former employees who contributed to Magenta’s efforts to develop its programs and we now look forward to the combined company’s advancement on opportunities for value creation for patients.”

    Magenta previously announced a comprehensive review of strategic alternatives in February 2023 and has since completed winding down a majority of its activities and costs associated with its research and development initiatives, including the termination of its lease and the sale of key assets.

    About DNTH103

    DNTH103 is an investigational long-acting classical complement pathway inhibitor designed as a less frequent and convenient subcutaneous injection with the potential to treat people living with severe autoimmune diseases. DNTH103, a fully human monoclonal antibody, is designed to selectively target only the active form of the C1s complement protein, inhibiting only the classical complement pathway, with the aim of treating patients with a lower dosing volume as a convenient subcutaneous injection suitable for a self-administered pre-filled pen. Inhibiting the active form of the complement target seeks to address a critical treatment gap in current complement therapies that do not bind selectively to the active protein, wasting a significant amount of the drug on inert proteins. DNTH103 selective inhibition of the classical pathway is engineered to preserve important immune activity of the lectin and alternative complement pathways needed to protect the body against infections from encapsulated bacteria. DNTH103 is also enhanced with YTE half-life extension technology to further reduce dosing frequency.

    DNTH103 has a steady cadence of clinical milestones including top-line Phase 1 data aiming to confirm potent classical pathway inhibition and favorable, extended pharmacokinetics expected by the end of 2023, initiation of a Phase 2 trial in generalized Myasthenia Gravis expected in the first quarter of 2024 followed by two additional planned Phase 2 trial initiations in other neuro indications, and planned initiation of an open label proof of efficacy trial in Cold Agglutinin Disease with patient data anticipated in the second half of 2024.

    About the Proposed Transaction, Management and Organization

    Pre-merger Dianthus stockholders (including Dianthus stockholders issued shares of Dianthus common stock and pre-funded warrants in the concurrent private financing) are expected to own approximately 78.7% of the combined company and pre-merger Magenta stockholders are expected to own approximately 21.3% of the combined company. The percentage of the combined company that Magenta’s stockholders will own as of the close of the transaction is subject to adjustment based on the amount of Magenta’s net cash at the closing date. Immediately prior to the closing of the proposed merger, Magenta stockholders will be issued contingent value rights representing the right to receive certain payments from proceeds received by the combined company, if any, related to pre-transaction legacy assets.

    Following the merger, the combined company will be led by Marino Garcia, the current CEO and President of Dianthus Therapeutics, and the current members of the Dianthus management team. Magenta Therapeutics, Inc. will be renamed “Dianthus Therapeutics, Inc.” and the corporate headquarters will be co-located in New York, NY and Waltham, MA. The merger agreement provides that the Board of Directors of the combined company will be composed of eight board members, including all six current Dianthus board members and two from Magenta. The transaction has been unanimously approved by the Board of Directors of each company and is expected to close in the third quarter of 2023, subject to customary closing conditions, including, the approvals by the stockholders of each company and other customary closing conditions.

    Wedbush PacGrow is serving as lead financial advisor, Houlihan Lokey Financial Advisors is serving as co-financial adviser and Goodwin Procter LLP is serving as legal counsel to Magenta Therapeutics. Jefferies, Evercore ISI, Guggenheim Securities and Raymond James are serving as the placement agents to Dianthus Therapeutics, and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Dianthus Therapeutics.

    Webcast Presentation

    The companies will host a webcast presentation to discuss the proposed transaction as well as Dianthus’ platform and pipeline assets today, May 3, 2023, at 8:30 a.m. ET. The live webcast can be accessed on the Events & Presentations page of Magenta’s website or by using the participant webcast link. A webcast of the presentation and associated slides will be available on the Investors & Media section of Magenta’s website at https://investor.magentatx.com/ and a replay will be archived for one year following the presentation.

    About Magenta Therapeutics

    Magenta Therapeutics is a biotechnology company focused on improving stem cell transplantation.

    About Dianthus Therapeutics

    Dianthus Therapeutics is a clinical-stage biotechnology company dedicated to designing and delivering novel, best-in-class monoclonal antibodies with improved selectivity and potency over existing complement therapies. Based in New York City and Waltham, Mass., Dianthus is comprised of an experienced team of biotech and pharma executives who are leading the next generation of antibody complement therapeutics, aiming to deliver transformative medicines for people living with severe autoimmune diseases. Dianthus raised a $100 million Series A in April 2022 co-led by 5AM Ventures, Avidity Partners, and Fidelity Management & Research Company, with participation from additional investors including Wedbush Healthcare Partners and founding investors Fairmount, Tellus BioVentures, and Venrock Healthcare Capital Partners. To learn more, please visit www.dianthustx.com and follow us on LinkedIn.

    Forward-Looking Statements

    Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, concerning Magenta, Dianthus, the proposed concurrent financing and the proposed merger between Magenta and Dianthus (“Proposed Transaction”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to Magenta’s or Dianthus’ management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the Proposed Transaction and the expected effects, perceived benefits or opportunities and related timing with respect thereto, expectations regarding or plans for discovery, preclinical studies, clinical trials and research and development programs, in particular with respect to DNTH103, and any developments or results in connection therewith, including the target product profile of DNTH103; the anticipated timing of the results from those studies and trials; expectations regarding the use of proceeds and the time period over which Dianthus’ capital resources will be sufficient to fund its anticipated operations; expectations regarding the market and potential opportunities for complement therapies, in particular with respect to DNTH103; and the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “DNTH.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “aim,” “strategy,” “target,” “seek,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Magenta, Dianthus or the Proposed Transaction will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Magenta’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the closing or consummation of the Proposed Transaction are not satisfied, including the failure to obtain stockholder approval for the Proposed Transaction; the risk that the concurrent financing is not completed in a timely manner or at all; uncertainties as to the timing of the consummation of the Proposed Transaction and the ability of each of Magenta and Dianthus to consummate the transactions contemplated by the Proposed Transaction; risks related to Magenta’s continued listing on Nasdaq until closing of the Proposed Transaction and the combined company’s ability to remain listed following the Proposed Transaction; risks related to Magenta’s and Dianthus’ ability to correctly estimate their respective operating expenses and expenses associated with the Proposed Transaction, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the business combination between Magenta and Dianthus; the effect of the announcement or pendency of the merger on Magenta’s or Dianthus’ business relationships, operating results and business generally; costs related to the merger; the outcome of any legal proceedings that may be instituted against Magenta, Dianthus or any of their respective directors or officers related to the merger agreement or the transactions contemplated thereby; the ability of Magenta or Dianthus to protect their respective intellectual property rights; competitive responses to the Proposed Transaction; unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Proposed Transaction; legislative, regulatory, political and economic developments; and those uncertainties and factors described under the heading “Risk Factors,” “Risk Factor Summary” and “Forward-Looking Statements” in Magenta’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2023, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by Magenta from time to time, any risk factors related to Magenta or Dianthus made available to you in connection with the Proposed Transaction, as well as risk factors associated with companies, such as Dianthus, that operate in the biopharma industry. Should one or more of these risks or uncertainties materialize, or should any of Magenta’s or Dianthus’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Magenta nor Dianthus undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in Magenta or Dianthus.

    No Offer or Solicitation

    This press release and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the Proposed Transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

    NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.

    Important Additional Information About the Proposed Transaction Will be Filed with the SEC

    This press release is not a substitute for the registration statement or for any other document that Magenta may file with the SEC in connection with the Proposed Transaction. In connection with the Proposed Transaction between Magenta and Dianthus, Magenta intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of Magenta. MAGENTA URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAGENTA, DIANTHUS, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Magenta with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders should note that Magenta communicates with investors and the public using its website (www.magentatx.com), the investor relations website (https://investors.magentatx.com/) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Magenta with the SEC and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the Proposed Transaction.

    Participants in the Solicitation

    Magenta, Dianthus and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Proposed Transaction. Information about Magenta’s directors and executive officers including a description of their interests in Magenta is included in Magenta’s most recent Annual Report on Form 10-K, including any information incorporated therein by reference, as filed with the SEC. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the Proposed Transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

     

    Media Contact

    Peg Rusconi, Verge Scientific Communications
    prusconi@vergescientific.com

     

    Magenta Contact

    Investor@magentatx.com

  • Jan 17 2023 | Dianthus Therapeutics Strengthens Leadership Team with Appointment of Susan Kalled, Ph.D., as Chief Scientific Officer
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    Jan 17 2023 | Dianthus Therapeutics Strengthens Leadership Team with Appointment of Susan Kalled, Ph.D., as Chief Scientific Officer

    Appointment adds over 25 years of expertise in early discovery research, clinical drug development and strategic partnerships, with deep focus in immunology therapeutic areas

    Kalled joins an executive team of industry leaders and scientists pioneering the next generation of antibody complement therapeutics for people living with severe autoimmune diseases

     

    New York City and Waltham, Mass., January 17, 2023 – Dianthus Therapeutics, a biotechnology company dedicated to advancing the next generation of antibody complement therapeutics, today announced the appointment of Susan Kalled, Ph.D., as Chief Scientific Officer.

    “We are thrilled to have Susan join the team at such a pivotal time for the company,” said Marino Garcia, President and Chief Executive Officer of Dianthus Therapeutics. “Her expertise in shaping complement and immunology pipelines across small and large biotech companies will be invaluable as we advance our lead program through Phase 1 clinical studies this year and as we further develop our pipeline with novel targets and next-generation complement inhibitors.”

    “I’ve been impressed with what the Dianthus team has accomplished in the last year,” said Susan Kalled, Ph.D., Chief Scientific Officer of Dianthus Therapeutics. “To advance from the company’s launch to a clinical trial in such a brief span of time is a testament to this group’s tenacity and a culture of innovation that’s critical to high-impact success in early-stage companies. I join the team inspired and energized to build on the momentum that’s been set in motion so we can deliver transformative therapies to patients.”

    Kalled is a long-time biotech leader with decades of experience leading early discovery research, clinical drug development and strategic partnerships spanning the areas of autoimmunity & inflammation, rare diseases and immuno-oncology. Prior to Dianthus, she served as CSO of Compass Therapeutics, a bispecific antibody-focused immuno-oncology company. As Vice President of Biology at Q32 Bio, Kalled established the founding research team and played a key role in shaping the complement and immunology-focused pipeline. At Shire, as Senior Director of External Sciences, she built and led the External Sciences Group, establishing external research partnerships that greatly expanded and diversified the research portfolio across multiple disease areas and therapeutic modalities. Within the Immunology Research Group at Biogen, she initiated and advanced drug development efforts from discovery to clinical development, including CD40L and members of the BAFF family. Kalled holds a Ph.D. in Immunology from Tufts University.

    About Dianthus Therapeutics

    Dianthus Therapeutics is a clinical-stage biotechnology company dedicated to designing and delivering novel, best-in-class monoclonal antibodies with improved selectivity and potency over existing complement therapies. Based in New York City and Waltham, Mass., Dianthus is comprised of an expert team of biotech and pharma executives who are leading the next generation of antibody complement therapeutics to deliver transformative medicines for people living with severe autoimmune diseases. Dianthus raised a $100M Series A in April 2022 co-led by 5AM Ventures, Avidity Partners, and Fidelity Management & Research Company, with participation from additional investors including Wedbush Healthcare Partners and founding investors Fairmount, Tellus BioVentures, and Venrock Healthcare Capital Partners. To learn more, please visit www.dianthustx.com and follow us on Twitter and LinkedIn.

     

     Media Contact

    Amanda Sellers, Verge Scientific Communications
    asellers@vergescientific.com

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May 03 2023 | Magenta Therapeutics and Dianthus Therapeutics Announce Merger Agreement
Merger to create Nasdaq-listed, clinical-stage biotechnology company focused on advancing Dianthus’ portfolio of next-generation antibody complement therapeutics Combined company is expected to have approximately $180… READ MORE
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May 03 2023 | Magenta Therapeutics and Dianthus Therapeutics Announce Merger Agreement

Merger to create Nasdaq-listed, clinical-stage biotechnology company focused on advancing Dianthus’ portfolio of next-generation antibody complement therapeutics

Combined company is expected to have approximately $180 million of cash or cash equivalents at close, including approximately $70 million from a concurrent private financing by Dianthus’ new and existing investors, which is expected to provide funding into mid-2026

Cash expected to fund lead program DNTH103 through multiple clinical data catalysts including Phase 1 in healthy volunteers, and Phase 2 trials in generalized Myasthenia Gravis and other indications

Companies will host a joint webcast today, May 3, 2023 at 8:30 a.m. ET

 

CAMBRIDGE, Mass., May 3, 2023 – Magenta Therapeutics, Inc. (Nasdaq: MGTA) (“Magenta”) and Dianthus Therapeutics, Inc. (“Dianthus”), a privately-held, clinical-stage biotechnology company dedicated to advancing the next generation of antibody complement therapeutics, announced today that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction. The combined company will focus on advancing Dianthus’ pipeline of next-generation complement inhibitors, including DNTH103 currently in a Phase 1 clinical trial. Upon completion of the merger, the combined company is expected to operate under the name Dianthus Therapeutics, Inc. and trade on the Nasdaq under the ticker symbol “DNTH”.

In support of the merger, Dianthus has secured commitments for a $70 million private investment in its common stock and pre-funded warrants from a syndicate of healthcare investors led by Fidelity Management & Research Company, Catalio Capital Management, 5AM Ventures, Avidity Partners, Wedbush Healthcare Partners and founding investors Fairmount, Tellus BioVentures and Venrock Healthcare Capital Partners, that is expected to close immediately prior to completion of the merger. With the cash expected from both companies at closing and the proceeds of the concurrent private financing, the combined company is expected to have approximately $180 million of cash or cash equivalents immediately post-closing. The cash resources are intended to be used to advance Dianthus’ pipeline through multiple clinical data catalysts and is expected to fund operations into mid-2026. The merger and related financing are expected to close in the third quarter of 2023.

“I’m delighted to announce this planned merger with Magenta, which comes at a pivotal moment in the evolution of our company as we advance our pipeline of next-generation complement therapeutics for people living with severe autoimmune diseases,” said Marino Garcia, President and Chief Executive Officer of Dianthus Therapeutics. “Gaining access to the public capital markets can enhance our financial strength and fuel our growth strategy, enabling us to unlock the full potential of our pipeline, including our plans to address multiple autoimmune disorders with our clinical-stage active C1s inhibitor, DNTH103.”

“After a thorough exploration of our strategic alternatives, management and our Board of Directors believe the transaction with Dianthus Therapeutics will culminate in a successful outcome for our stockholders,” said Steve Mahoney, President, Chief Financial and Operating Officer of Magenta. “Dianthus has made rapid progress in developing and advancing DNTH103 into the clinic where it has the potential to be a transformative classical pathway inhibitor for severe autoimmune diseases. We are extremely grateful to our current and former employees who contributed to Magenta’s efforts to develop its programs and we now look forward to the combined company’s advancement on opportunities for value creation for patients.”

Magenta previously announced a comprehensive review of strategic alternatives in February 2023 and has since completed winding down a majority of its activities and costs associated with its research and development initiatives, including the termination of its lease and the sale of key assets.

About DNTH103

DNTH103 is an investigational long-acting classical complement pathway inhibitor designed as a less frequent and convenient subcutaneous injection with the potential to treat people living with severe autoimmune diseases. DNTH103, a fully human monoclonal antibody, is designed to selectively target only the active form of the C1s complement protein, inhibiting only the classical complement pathway, with the aim of treating patients with a lower dosing volume as a convenient subcutaneous injection suitable for a self-administered pre-filled pen. Inhibiting the active form of the complement target seeks to address a critical treatment gap in current complement therapies that do not bind selectively to the active protein, wasting a significant amount of the drug on inert proteins. DNTH103 selective inhibition of the classical pathway is engineered to preserve important immune activity of the lectin and alternative complement pathways needed to protect the body against infections from encapsulated bacteria. DNTH103 is also enhanced with YTE half-life extension technology to further reduce dosing frequency.

DNTH103 has a steady cadence of clinical milestones including top-line Phase 1 data aiming to confirm potent classical pathway inhibition and favorable, extended pharmacokinetics expected by the end of 2023, initiation of a Phase 2 trial in generalized Myasthenia Gravis expected in the first quarter of 2024 followed by two additional planned Phase 2 trial initiations in other neuro indications, and planned initiation of an open label proof of efficacy trial in Cold Agglutinin Disease with patient data anticipated in the second half of 2024.

About the Proposed Transaction, Management and Organization

Pre-merger Dianthus stockholders (including Dianthus stockholders issued shares of Dianthus common stock and pre-funded warrants in the concurrent private financing) are expected to own approximately 78.7% of the combined company and pre-merger Magenta stockholders are expected to own approximately 21.3% of the combined company. The percentage of the combined company that Magenta’s stockholders will own as of the close of the transaction is subject to adjustment based on the amount of Magenta’s net cash at the closing date. Immediately prior to the closing of the proposed merger, Magenta stockholders will be issued contingent value rights representing the right to receive certain payments from proceeds received by the combined company, if any, related to pre-transaction legacy assets.

Following the merger, the combined company will be led by Marino Garcia, the current CEO and President of Dianthus Therapeutics, and the current members of the Dianthus management team. Magenta Therapeutics, Inc. will be renamed “Dianthus Therapeutics, Inc.” and the corporate headquarters will be co-located in New York, NY and Waltham, MA. The merger agreement provides that the Board of Directors of the combined company will be composed of eight board members, including all six current Dianthus board members and two from Magenta. The transaction has been unanimously approved by the Board of Directors of each company and is expected to close in the third quarter of 2023, subject to customary closing conditions, including, the approvals by the stockholders of each company and other customary closing conditions.

Wedbush PacGrow is serving as lead financial advisor, Houlihan Lokey Financial Advisors is serving as co-financial adviser and Goodwin Procter LLP is serving as legal counsel to Magenta Therapeutics. Jefferies, Evercore ISI, Guggenheim Securities and Raymond James are serving as the placement agents to Dianthus Therapeutics, and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Dianthus Therapeutics.

Webcast Presentation

The companies will host a webcast presentation to discuss the proposed transaction as well as Dianthus’ platform and pipeline assets today, May 3, 2023, at 8:30 a.m. ET. The live webcast can be accessed on the Events & Presentations page of Magenta’s website or by using the participant webcast link. A webcast of the presentation and associated slides will be available on the Investors & Media section of Magenta’s website at https://investor.magentatx.com/ and a replay will be archived for one year following the presentation.

About Magenta Therapeutics

Magenta Therapeutics is a biotechnology company focused on improving stem cell transplantation.

About Dianthus Therapeutics

Dianthus Therapeutics is a clinical-stage biotechnology company dedicated to designing and delivering novel, best-in-class monoclonal antibodies with improved selectivity and potency over existing complement therapies. Based in New York City and Waltham, Mass., Dianthus is comprised of an experienced team of biotech and pharma executives who are leading the next generation of antibody complement therapeutics, aiming to deliver transformative medicines for people living with severe autoimmune diseases. Dianthus raised a $100 million Series A in April 2022 co-led by 5AM Ventures, Avidity Partners, and Fidelity Management & Research Company, with participation from additional investors including Wedbush Healthcare Partners and founding investors Fairmount, Tellus BioVentures, and Venrock Healthcare Capital Partners. To learn more, please visit www.dianthustx.com and follow us on LinkedIn.

Forward-Looking Statements

Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, concerning Magenta, Dianthus, the proposed concurrent financing and the proposed merger between Magenta and Dianthus (“Proposed Transaction”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to Magenta’s or Dianthus’ management team’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the Proposed Transaction and the expected effects, perceived benefits or opportunities and related timing with respect thereto, expectations regarding or plans for discovery, preclinical studies, clinical trials and research and development programs, in particular with respect to DNTH103, and any developments or results in connection therewith, including the target product profile of DNTH103; the anticipated timing of the results from those studies and trials; expectations regarding the use of proceeds and the time period over which Dianthus’ capital resources will be sufficient to fund its anticipated operations; expectations regarding the market and potential opportunities for complement therapies, in particular with respect to DNTH103; and the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “DNTH.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “aim,” “strategy,” “target,” “seek,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Magenta, Dianthus or the Proposed Transaction will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Magenta’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the closing or consummation of the Proposed Transaction are not satisfied, including the failure to obtain stockholder approval for the Proposed Transaction; the risk that the concurrent financing is not completed in a timely manner or at all; uncertainties as to the timing of the consummation of the Proposed Transaction and the ability of each of Magenta and Dianthus to consummate the transactions contemplated by the Proposed Transaction; risks related to Magenta’s continued listing on Nasdaq until closing of the Proposed Transaction and the combined company’s ability to remain listed following the Proposed Transaction; risks related to Magenta’s and Dianthus’ ability to correctly estimate their respective operating expenses and expenses associated with the Proposed Transaction, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the business combination between Magenta and Dianthus; the effect of the announcement or pendency of the merger on Magenta’s or Dianthus’ business relationships, operating results and business generally; costs related to the merger; the outcome of any legal proceedings that may be instituted against Magenta, Dianthus or any of their respective directors or officers related to the merger agreement or the transactions contemplated thereby; the ability of Magenta or Dianthus to protect their respective intellectual property rights; competitive responses to the Proposed Transaction; unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Proposed Transaction; legislative, regulatory, political and economic developments; and those uncertainties and factors described under the heading “Risk Factors,” “Risk Factor Summary” and “Forward-Looking Statements” in Magenta’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2023, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by Magenta from time to time, any risk factors related to Magenta or Dianthus made available to you in connection with the Proposed Transaction, as well as risk factors associated with companies, such as Dianthus, that operate in the biopharma industry. Should one or more of these risks or uncertainties materialize, or should any of Magenta’s or Dianthus’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Magenta nor Dianthus undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements. This press release does not purport to summarize all of the conditions, risks and other attributes of an investment in Magenta or Dianthus.

No Offer or Solicitation

This press release and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the Proposed Transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.

Important Additional Information About the Proposed Transaction Will be Filed with the SEC

This press release is not a substitute for the registration statement or for any other document that Magenta may file with the SEC in connection with the Proposed Transaction. In connection with the Proposed Transaction between Magenta and Dianthus, Magenta intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of Magenta. MAGENTA URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAGENTA, DIANTHUS, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Magenta with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders should note that Magenta communicates with investors and the public using its website (www.magentatx.com), the investor relations website (https://investors.magentatx.com/) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Magenta with the SEC and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the Proposed Transaction.

Participants in the Solicitation

Magenta, Dianthus and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Proposed Transaction. Information about Magenta’s directors and executive officers including a description of their interests in Magenta is included in Magenta’s most recent Annual Report on Form 10-K, including any information incorporated therein by reference, as filed with the SEC. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the Proposed Transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

Media Contact

Peg Rusconi, Verge Scientific Communications
prusconi@vergescientific.com

 

Magenta Contact

Investor@magentatx.com

Jan 17 2023 | Dianthus Therapeutics Strengthens Leadership Team with Appointment of Susan Kalled, Ph.D., as Chief Scientific Officer
Appointment adds over 25 years of expertise in early discovery research, clinical drug development and strategic partnerships, with deep focus in immunology therapeutic areas Kalled… READ MORE
News
Jan 17 2023 | Dianthus Therapeutics Strengthens Leadership Team with Appointment of Susan Kalled, Ph.D., as Chief Scientific Officer

Appointment adds over 25 years of expertise in early discovery research, clinical drug development and strategic partnerships, with deep focus in immunology therapeutic areas

Kalled joins an executive team of industry leaders and scientists pioneering the next generation of antibody complement therapeutics for people living with severe autoimmune diseases

 

New York City and Waltham, Mass., January 17, 2023 – Dianthus Therapeutics, a biotechnology company dedicated to advancing the next generation of antibody complement therapeutics, today announced the appointment of Susan Kalled, Ph.D., as Chief Scientific Officer.

“We are thrilled to have Susan join the team at such a pivotal time for the company,” said Marino Garcia, President and Chief Executive Officer of Dianthus Therapeutics. “Her expertise in shaping complement and immunology pipelines across small and large biotech companies will be invaluable as we advance our lead program through Phase 1 clinical studies this year and as we further develop our pipeline with novel targets and next-generation complement inhibitors.”

“I’ve been impressed with what the Dianthus team has accomplished in the last year,” said Susan Kalled, Ph.D., Chief Scientific Officer of Dianthus Therapeutics. “To advance from the company’s launch to a clinical trial in such a brief span of time is a testament to this group’s tenacity and a culture of innovation that’s critical to high-impact success in early-stage companies. I join the team inspired and energized to build on the momentum that’s been set in motion so we can deliver transformative therapies to patients.”

Kalled is a long-time biotech leader with decades of experience leading early discovery research, clinical drug development and strategic partnerships spanning the areas of autoimmunity & inflammation, rare diseases and immuno-oncology. Prior to Dianthus, she served as CSO of Compass Therapeutics, a bispecific antibody-focused immuno-oncology company. As Vice President of Biology at Q32 Bio, Kalled established the founding research team and played a key role in shaping the complement and immunology-focused pipeline. At Shire, as Senior Director of External Sciences, she built and led the External Sciences Group, establishing external research partnerships that greatly expanded and diversified the research portfolio across multiple disease areas and therapeutic modalities. Within the Immunology Research Group at Biogen, she initiated and advanced drug development efforts from discovery to clinical development, including CD40L and members of the BAFF family. Kalled holds a Ph.D. in Immunology from Tufts University.

About Dianthus Therapeutics

Dianthus Therapeutics is a clinical-stage biotechnology company dedicated to designing and delivering novel, best-in-class monoclonal antibodies with improved selectivity and potency over existing complement therapies. Based in New York City and Waltham, Mass., Dianthus is comprised of an expert team of biotech and pharma executives who are leading the next generation of antibody complement therapeutics to deliver transformative medicines for people living with severe autoimmune diseases. Dianthus raised a $100M Series A in April 2022 co-led by 5AM Ventures, Avidity Partners, and Fidelity Management & Research Company, with participation from additional investors including Wedbush Healthcare Partners and founding investors Fairmount, Tellus BioVentures, and Venrock Healthcare Capital Partners. To learn more, please visit www.dianthustx.com and follow us on Twitter and LinkedIn.

 

 Media Contact

Amanda Sellers, Verge Scientific Communications
asellers@vergescientific.com

Nov 30 2022 | Dianthus Therapeutics Announces First Participant Dosed in Phase 1 Trial of DNTH103, a Selective Inhibitor of the Classical Complement Pathway
Study of lead program will provide proof-of-concept to enable further clinical development in severe autoimmune diseases; full cohort data available in 2H’23 DNTH103 is a… READ MORE
News
Nov 30 2022 | Dianthus Therapeutics Announces First Participant Dosed in Phase 1 Trial of DNTH103, a Selective Inhibitor of the Classical Complement Pathway

Study of lead program will provide proof-of-concept to enable further clinical development in severe autoimmune diseases; full cohort data available in 2H’23

DNTH103 is a next-generation monoclonal antibody that selectively targets only the active form of the C1s protein in the classical complement pathway

DNTH103 designed as an infrequent and convenient subcutaneous injection to improve upon high dose volume and frequency of currently available complement pathway inhibitors

 

New York City and Waltham, Mass., November 30, 2022 – Dianthus Therapeutics, a biotechnology company dedicated to advancing the next generation of antibody complement therapeutics, today announced that the first healthy volunteers have been dosed in a Phase 1 clinical trial of its lead monoclonal antibody, DNTH103.

“Today marks a pivotal milestone for Dianthus as we transition into a clinical stage company,” said Marino Garcia, President and Chief Executive Officer, Dianthus Therapeutics. “Data from this Phase 1 study will provide important information about the safety, tolerability, pharmacokinetics and pharmacodynamics of DNTH103 in healthy adult volunteers across single and multiple ascending dose cohorts, demonstrating potential proof-of-concept to advance DNTH103 into severe autoimmune diseases where other modalities have not fully addressed the unmet medical need.”

DNTH103 is a selective inhibitor of the active C1s protein in the complement system’s classical pathway. Classical pathway activity is implicated in driving morbidity in a range of autoimmune disorders. Unlike therapies that broadly inhibit the complement system, selective inhibition of the classical pathway preserves immune activity of the lectin and alternative complement pathways against bacterial infections.

“All currently approved complement antibody therapies indiscriminately bind to both active and inactive complement proteins – meaning a large, sometimes frequent dose must be administered while a significant portion of the drug acts unnecessarily on inert proteins,” said Simrat Randhawa, M.D., Chief Medical Officer, Dianthus Therapeutics. “DNTH103 selectively targets the active form of C1s – allowing more of the drug to have a therapeutic effect so we can potentially reduce dose volume and frequency of administration. In addition, by leaving the lectin and alternative pathways intact, the risk of infection from encapsulated bacteria is lower for DNTH103 versus commonly used C5 and C3 inhibitors.”

About Dianthus Therapeutics

Dianthus Therapeutics is a clinical-stage biotechnology company dedicated to designing and delivering novel, best-in-class monoclonal antibodies with improved selectivity and potency over existing complement therapies. Based in New York City and Waltham, Mass. Dianthus is comprised of an expert team of biotech and pharma executives who are leading the next generation of antibody complement therapeutics to deliver transformative medicines for patients with severe autoimmune diseases. Dianthus raised a $100M Series A in April 2022 co-led by 5AM Ventures, Avidity Partners, and Fidelity Management & Research Company, with participation from additional investors including Wedbush Healthcare Partners and founding investors Fairmount, Tellus BioVentures, and Venrock Healthcare Capital Partners. To learn more, please visit www.dianthustx.com and follow us on Twitter and LinkedIn.

  

Media Contact

Amanda Sellers, Verge Scientific Communications

asellers@vergescientific.com

May 03 2022 | Dianthus Therapeutics Launches with $100M to Develop Selective Antibody Complement Therapeutics to Treat Severe and Rare Autoimmune Diseases
Lead program DNTH103 to be accelerated to the clinic this year as a highly differentiated and potent monoclonal antibody designed to selectively target the active… READ MORE
News
May 03 2022 | Dianthus Therapeutics Launches with $100M to Develop Selective Antibody Complement Therapeutics to Treat Severe and Rare Autoimmune Diseases

Lead program DNTH103 to be accelerated to the clinic this year as a highly differentiated and potent monoclonal antibody designed to selectively target the active form of complement C1s

Led by biotech veterans Marino Garcia as Chief Executive Officer and Lonnie Moulder as Chairman of the Board

Financing co-led by 5AM Ventures, Avidity Partners, and Fidelity Management & Research Company with strong investor syndicate

Waltham, Mass. and New York City, May 3, 2022 – Dianthus Therapeutics, a biotechnology company dedicated to advancing the next generation of antibody complement therapeutics, today announced the completion of its $100 million Series A financing led by 5AM Ventures, Avidity Partners, and Fidelity Management & Research Company, with participation from additional investors including Wedbush Healthcare Partners and founding investors Fairmount, Tellus BioVentures, and Venrock Healthcare Capital Partners. The financing will be used to expand leadership and scientific teams, advance the company’s lead program, DNTH103, to the clinic this year, and to accelerate additional discovery pipeline programs for people living with severe and rare autoimmune diseases. DNTH103 is a potent, next-generation monoclonal antibody that selectively targets the active form of complement C1s, potentially enabling a lower dosing volume and a less frequent subcutaneous administration that is further enhanced with half-life extension technology.

Dianthus also announced the appointment of Marino Garcia as President and Chief Executive Officer, joining in November 2021, and Simrat Randhawa, M.D., M.B.A., as Chief Medical Officer. Mr. Garcia, a veteran dealmaker and strategist, brings more than 25 years of industry experience in business development and operational leadership roles at top biotech and pharma companies, most recently as Senior Vice President, Corporate and Business Development at Zealand Pharma. Dr. Randhawa brings over 20 years of clinical practice and pharmaceutical industry experience to Dianthus, including senior leadership roles focused in the autoimmune and rare disease spaces. He most recently served as Senior Vice President of Clinical and Medical Affairs at Aurinia Pharmaceuticals.

“We are committed to improving the lives of people living with severe and rare autoimmune diseases and are confident that our selective antibodies have the potential to be best-in-class therapeutics,” said Marino Garcia, President and Chief Executive Officer, Dianthus Therapeutics. “We are privileged to have a strong syndicate of leading biotech investors, experienced Board members, and accomplished leaders and scientists as we advance our lead candidate into the clinic later this year, further develop our discovery pipeline, and expand our team in the coming months. Dianthus is positioned to become a leading, next-generation complement company guided by a deep understanding of the needs of patients.”

Dianthus harnesses the power of selectivity in complement pathways to create potent monoclonal antibodies with the potential to overcome the limitations of current complement therapeutics. Unlike current antibody therapies that bind to both inactive and active complement proteins, DNTH103 selectively targets only the active form of the C1s complement protein, enabling a lower dosing volume and less frequent administration. Its half-life extension technology also further reduces dosing frequency. With these differentiated attributes and high potency inhibition of C1s, DNTH103 is designed to relieve the burden of high-volume, frequent administration with IV infusions or inconvenient, frequent subcutaneous dosing. Accelerating the development of a more convenient subcutaneous therapy could be transformative in expanding the potential patient populations that could benefit from complement therapies, while reducing the discomfort and disruptions that pervade the lives of patients today – ultimately allowing more patients to live healthier lives to their fullest potential.

“We are proud to support Dianthus Therapeutics in advancing the discovery and development of next-generation, potent, and highly differentiated antibody complement therapeutics,” said Paula Soteropoulos, Board Director of Dianthus and Strategic Advisor to 5AM Ventures. “With the leadership of the recently appointed President and CEO Marino Garcia, and a talented team of seasoned biotech executives and entrepreneurs who hold an extensive track record of success, we look forward to seeing Dianthus bring their novel therapies to patients living with severe and rare autoimmune diseases.”

Dianthus is currently led by an accomplished team of veteran scientists and biotech entrepreneurs, including:

  • Marino Garcia, President and Chief Executive Officer
  • Simrat Randhawa, M.D., Chief Medical Officer
  • Evan Thompson, Ph.D., Chief Operating Officer
  • Edward Carr, Chief Accounting Officer
  • Rivka Gluck, Senior Vice President, Head of Clinical Operations
  • Robert McGarr, Ph.D., Vice President, Program & Alliance Management
  • Kristina Maximenko, Head of Human Resources

 

Dianthus is also supported by an experienced Board of Directors, including:

  • Lonnie Moulder, Chairman of the Board at Dianthus, Founder and Managing Member of Tellus BioVentures
  • Paula Soteropoulos, Chairman of the Board at Ensoma and former CEO of Akcea Therapeutics
  • Lei Meng, Senior Therapeutics Analyst, Avidity Partners
  • Tomas Kiselak, Managing Member of Fairmount
  • Jonathan Violin, Ph.D., Co-founder and Chief Executive Officer of Viridian Therapeutics
  • Marino Garcia, President and Chief Executive Officer, Dianthus Therapeutics

 

Jefferies LLC served as financial advisor to Dianthus.

About Dianthus Therapeutics

Dianthus Therapeutics is a biotechnology company dedicated to designing and delivering novel, best-in-class monoclonal antibodies with improved selectivity and potency over existing complement therapies. Based in Waltham, Mass. and New York City, Dianthus is comprised of an expert team of biotech and pharma executives who are leading the next generation of antibody complement therapeutics to deliver transformative medicines for patients with severe and rare autoimmune diseases. To learn more, please visit www.dianthustx.com.

 

Media Contact

Amanda Sellers, Verge Scientific Communications
asellers@vergescientific.com

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    Dianthus Therapeutics (Dianthus) respects the privacy of visitors to its website and is committed to the protection of their personal information. This privacy statement explains data collection and use practices of Dianthus’s website.

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    Our Social Media. We may use social media accounts from time to time. If you use any social media to communicate with us, please be aware that the terms and privacy policies of the applicable social media platform will govern those communications with us, in addition to this Agreement. Information that you make available on a social media platform may be made available publicly, so we recommend that you not provide us with any information via any social media that you do not feel comfortable making available publicly. We welcome your mentions, replies, comments, likes, suggestions or shares, but please note that any content that you provide to us via a social media channel may be used by us without restriction and without any obligation of payment to you. We will use reasonable efforts to respond to your comments. We may remove or not approve a comment for any reason or no reason, including if it the comment includes vulgar, defamatory, racist, pornographic, violent or other content. There are certain questions or comments that we will not respond to, including without limitation financial data or data on progress of our clinical trials. If we follow any other person’s account, that is not an endorsement. We reserve all rights in relation to use of social media platforms. We do not offer medical diagnosis or treatment via our social media accounts.

    3. Limitation of Liability and Disclaimer of Warranties.

    Disclaimer of Warranties. THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. DIANTHUS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “DIANTHUS PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY, OR THAT DIANTHUS WILL UPDATE SUCH CONTENT OR KEEP SUCH CONTENT CURRENT OR UP TO DATE. THE DIANTHUS PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU, FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK. THE DIANTHUS PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO DIANTHUS PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE DIANTHUS PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR PARTICULAR PURPOSE.

    Limitation of Liability. IN NO EVENT SHALL ANY DIANTHUS PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, MULTIPLE, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES, LOST PROFITS, LOST REVENUES, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH DIANTHUS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DIANTHUS PARTIES’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR THIS WEBSITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

    Certain States. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE DIANTHUS PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

    4. Indemnification

    You agree to defend, indemnify, and hold harmless the Dianthus Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use of or misuse of any Content or the Website. Dianthus will provide notice to you of any such claim, suit, or proceeding. Dianthus reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Dianthus’s defense of such matter.

    5. Termination

    Dianthus reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. Dianthus reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.

    Sections 2 (Use of the Website), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), and 9 (General) shall survive the termination of this Agreement.

    6. User Must Comply with Applicable Laws.

    We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You understand that if you access this website from another country and provide your personal information to us through this website, your personal information may be transmitted to us, and you consent to such transfer.

    The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading any Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of any Content.

    7. U.S. Government Restricted Rights.

    The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or any Content by the Government constitutes acknowledgement of our proprietary rights in the Website and Content.

    8. Arbitration

    At the election of you or Dianthus, any dispute, claim or controversy arising out of or relating to this Agreement that is not resolved by mutual agreement may be resolved by binding arbitration to be conducted before J.A.M.S. or its successor. Dianthus shall advance the costs of such binding arbitration, but you agree that should we prevail in the arbitration, Dianthus is entitled to reimbursement of all costs. Unless otherwise agreed by the parties, arbitration will be held in Boston, MA, USA before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by J.A.M.S., and will be conducted in accordance with the rules and regulations promulgated by J.A.M.S. unless specifically modified in this Agreement. The arbitration must commence within forty-five (45) days after the date on which a written demand for arbitration is filed by either party. The arbitrator will have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three (3) depositions as of right, and the arbitrator will not have the power to order the answering of interrogatories or the responses to requests for admission or the inspection of premises. In connection with any arbitration, each party must provide to the other, no later than ten (10) business days before the date of the arbitration, the identity of all persons that may testify at the arbitration, a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert, and a summary of the expert’s opinions and the basis for said opinions. The arbitrator’s decision and award shall be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation of liability set forth in this Agreement and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Agreement, and each party hereby irrevocably waives any claim to such damages. The parties covenant and agree that they will participate in the arbitration in good faith. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

    Any claims brought by you or us must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to this Agreement, including without limitation our Privacy Policy, as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.

    The arbitration procedures described above in in this Section 8 is the “Agreement to Arbitrate”.

    You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out:

    Dianthus Therapeutics, ATTN: Arbitration Opt-out, 203 Crescent Street, Building 17, Suite 102B, Waltham, MA 02453

    Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from this Agreement, such termination shall not be effective until thirty (30) days after the version of this Agreement not containing this Agreement to Arbitrate is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

    9. General

    This Agreement constitutes the entire agreement between you and Dianthus and governs your use of the Website, superseding any prior agreements between you and Dianthus with respect to the Website. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Dianthus agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts, USA. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

    The failure of Dianthus to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Website may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Website.

    If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.

    Copyright © 2021, Dianthus Therapeutics, All Rights Reserved.
    Updated: September 29, 2021