| Item 1. | |
| (a) | Name of issuer:
Dianthus Therapeutics, Inc. /DE/ |
| (b) | Address of issuer's principal executive
offices:
7 Times Square, 43rd Floor, New York, NEW YORK, 10036 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being jointly filed by:
Octagon Capital Advisors LP ("Octagon")
Octagon Investments Master Fund LP ("Master Fund")
Octagon Private Opportunities Fund II LP ("Private Fund II")
Ting Jia, as the principal beneficial owner of Octagon ("Mr. Jia")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Octagon serves as the investment manager of the Master Fund and the Private Fund II. Mr. Jia is the managing member of Octagon. By virtue of these relationships each of Octagon and Mr. Jia may be deemed to beneficially own the Issuer's Common Shares directly owned by the Master Fund and by the Private Fund II. |
| (b) | Address or principal business office or, if
none, residence:
The address of the business office of each of the Reporting Persons is 654 Madison Avenue, 21st Floor, New York, NY 10065. |
| (c) | Citizenship:
Octagon is a Delaware limited partnership. The Master Fund is an exempted limited partnership established in the Cayman Islands. The Private Fund II is a Delaware limited partnership. Mr. Jia is a Chinese citizen. |
| (d) | Title of class of securities:
Common Stock, $0.001 par value |
| (e) | CUSIP No.:
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: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
2,110,167 |
| (b) | Percent of class:
7.1 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the
vote:
2,110,167
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
2,110,167
The percentage reported on this Schedule 13G is calculated based upon 29,596,965 Common Shares outstanding as of November 5, 2024, as reported in the Form 10-Q filed by the Issuer on November 7, 2024.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Octagon is the investment advisor to the Master Fund, the Private Fund II and other accounts. Mr. Jia is the control person of Octagon. The Master Fund holds the Common Shares for the benefit of its investors. The Private Fund II holds the Common Shares for the benefit of its investors. The Master Fund, the Private Fund II and Octagon, for the benefit of its investors, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares. |
| 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
|
