Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Dianthus Therapeutics, Inc. (formerly Magenta Therapeutics, Inc.) (the “Company”) with the U.S. Securities and Exchange Commission on September 12, 2023 (the “Original Report”), in which the Company reported, among other things, the completion of its previously announced business combination, pursuant to which Dio Merger Sub, Inc. merged with and into Dianthus Therapeutics OpCo, Inc. (formerly Dianthus Therapeutics, Inc.) (“OpCo”), with OpCo surviving as a wholly owned subsidiary of the Company.
This Amendment includes (i) the unaudited condensed financial statements of OpCo for the six months ended June 30, 2023 and 2022, (ii) the audited financial statements of OpCo for the years ended December 31, 2022 and 2021, (iii) the unaudited pro forma condensed combined financial information of the Company and OpCo as of June 30, 2023 and for the six months ended June 30, 2023 and for the year ended December 31, 2022, (iv) Management’s Discussion and Analysis of Financial Condition and Results of Operations of OpCo for the six months ended June 30, 2023 and 2022, (v) Management’s Discussion and Analysis of Financial Condition and Results of Operations of OpCo for the years ended December 31, 2022 and 2021, (vi) the Company’s Risk Factors, (vii) the Company’s Business Section and (viii) clarifications regarding the terms of the Class I, Class II and Class III directors of the board of directors of the Company (the “Board”) and the amount of shares of common stock outstanding.
Except as described above, this Amendment does not amend or modify any other Item of the Original Report. Except as otherwise indicated herein, this Amendment does not purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Amendment. The historical audited and unaudited financial statements of OpCo and the unaudited pro forma condensed combined financial information of the Company and OpCo included herein was excluded from the Original Report in reliance on Items 9.01(a) and 9.01(b).
| Item 2.02. | Results of Operations and Financial Condition. |
The unaudited condensed financial statements of OpCo for the six months ended June 30, 2023 and 2022 and the related notes thereto are attached hereto as Exhibit 99.4 and are incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of OpCo for the six months ended June 30, 2023 and 2022 is contained in Exhibit 99.3 attached hereto and is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Directors
As previously disclosed, on September 11, 2023, Marino Garcia and Paula Soteropoulos were appointed as Class I directors of the Board, Tomas Kiselak and Jonathan Violin, Ph.D., were appointed as Class II directors of the Board and Leon O. Moulder, Jr. and Lei Meng were appointed as Class III directors of the Board. Anne McGeorge and Alison F. Lawton continued as Class II and Class III directors of the Board, respectively. The terms of the Class I directors expire at the Company’s 2025 annual meeting, the terms of the Class II directors expire at the Company’s 2026 annual meeting and the terms of the Class III directors expire at the Company’s 2024 annual meeting.
The Company’s Risk Factors and Business Section are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of OpCo for the years ended December 31, 2022 and 2021 is contained in Exhibit 99.3 attached hereto and is incorporated herein by reference.
