Dianthus Therapeutics, Inc. /DE/ 8-K

What Happened

• Dianthus Therapeutics, Inc. announced on March 10, 2026 that it entered into an underwriting agreement to sell 7,313,582 shares of common stock and pre-funded warrants to purchase 402,468 shares. The public offering price was $81.00 per common share and $80.999 per pre-funded warrant.
• The underwriters had a 30-day option to buy up to an additional 1,157,407 shares, which they exercised in full on March 11, 2026. After underwriting discounts, commissions and estimated expenses, net proceeds from the offering are expected to be approximately $673.5 million. The offering was expected to close on March 12, 2026.

Key Details

• Offering size: 7,313,582 common shares + pre-funded warrants for 402,468 shares; underwriters exercised option for 1,157,407 additional shares.
• Price: $81.00 per common share; $80.999 per pre-funded warrant (represents $81.00 minus a $0.001 exercise price).
• Net proceeds: approximately $673.5 million after fees and expenses.
• Preconditions/limitations: Pre-funded warrants are exercisable immediately but include beneficial ownership limits (default 4.99%, 9.99% or 19.99%, adjustable up to 19.99% with 61 days’ notice).
• Documents filed: offering made under the Company’s shelf registration (File No. 333-293014); underwriting agreement and warrant form and counsel opinion were filed as exhibits.

Why It Matters

• This is a significant capital raise that will materially increase Dianthus’s cash resources (about $673.5M net), which management can use to fund operations, development programs and other corporate needs.
• The offering increases the number of shares outstanding and therefore will dilute existing shareholders’ ownership; the exercised overallotment (option) expanded the size of the sale.
• Investors should watch the company’s subsequent disclosures (closing confirmation, use of proceeds, and updated share count) to assess the impact on valuation and per-share metrics.