EX-24

0000950170-23-048025.txt : 20230913 0000950170-23-048025.hdr.sgml : 20230913 20230913213118 ACCESSION NUMBER: 0000950170-23-048025 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230911 FILED AS OF DATE: 20230913 DATE AS OF CHANGE: 20230913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avidity Partners Management LP CENTRAL INDEX KEY: 0001791827 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 231253924 BUSINESS ADDRESS: STREET 1: 2828 N HARWOOD STREET STREET 2: SUITE 1220 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-550-1822 MAIL ADDRESS: STREET 1: 2828 N HARWOOD STREET STREET 2: SUITE 1220 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Meng Lei CENTRAL INDEX KEY: 0001992281 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 231253925 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dianthus Therapeutics, Inc. /DE/ CENTRAL INDEX KEY: 0001690585 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 TECHNOLOGY SQUARE STREET 2: 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 857-201-2700 MAIL ADDRESS: STREET 1: 300 TECHNOLOGY SQUARE STREET 2: 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Magenta Therapeutics, Inc. DATE OF NAME CHANGE: 20161121 3 1 ownership.xml 3 X0206 3 2023-09-11 0 0001690585 Dianthus Therapeutics, Inc. /DE/ DNTH 0001992281 Meng Lei C/O DIANTHUS THERAPEUTICS, INC. 7 TIMES SQUARE, 43RD FLOOR NEW YORK NY 10036 true false false false 0001791827 Avidity Partners Management LP 2828 N HARWOOD STREET, SUITE 1220 DALLAS TX 75201 true false false false Common Stock 1217554 I See footnote Effective as of September 11, 2023 (the "Effective Time"), a wholly-owned subsidiary of Magenta Therapeutics, Inc. ("Magenta"), merged (the "Merger") with and into Dianthus Therapeutics, Inc. ("Dianthus") resulting in, among other things, Dianthus becoming a wholly owned subsidiary of Magenta. At the Effective Time, Magenta effected a name change to "Dianthus Therapeutics, Inc." (hereinafter, the "Issuer"). Represents the number of shares of common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of Dianthus held by the Reporting Person prior to the Merger. Each share of Dianthus common stock held at the Effective Time was exchanged for 0.2181 shares of the Issuer's common stock, which gives effect to the reverse stock split of common stock effected by the Issuer and the Merger exchange ratio. The reported shares are held by clients of Avidity Partners Management LP and may be deemed to beneficially owned by (i) Avidity Partners Management LP, (ii) Avidity Partners Management (GP) LLC, the general partner of Avidity Partners Management LP and (iii) each of David Witzke and Michael Gregory, the managing members of Avidity Partners Management (GP) LLC. Lei Meng, an employee of Avidity Partners Management LP, is a director of the Issuer. Avidity Partners Management LP, Avidity Partners Management (GP) LLC, Mr. Witzke and Mr. Gregory may be considered directors by deputization due to their affiliation with Ms. Meng. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of its, his or her pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. As of the date hereof, Avidity Partners Management (GP) LLC, David Witzke and Michael Gregory have not yet received the applicable EDGAR codes required to make filings with the Securities and Exchange Commission; however, such Reporting Persons have applied for the applicable codes and will supplement this Form 3 once such codes are available. Exhibit 24 - Power of Attorney MENG LEI /s/ Adam Veness, as attorney-in-fact for Lei Meng 2023-09-13 AVIDITY PARTNERS MANAGEMENT LP By: Avidity Partners Management (GP) LLC, its general partner /s/ David Witzke Managing Member /s/ Michael Gregory Managing Member 2023-09-13 AVIDITY PARTNERS MANAGEMENT (GP) LLC /s/ David Witzke Managing Member /s/ Michael Gregory Managing Member 2023-09-13 DAVID WITZKE /s/ David Witzke 2023-09-13 MICHAEL GREGORY /s/ Michael Gregory 2023-09-13 EX-24 2 dnth-ex24.htm EX-24 EX-24

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Marino Garcia, Ryan Savitz, Edward Carr, Adam Veness, Branden Berns, and Ryan Murr, and any of their substitutes, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other document necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports require by the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer and/or ten percent stockholder of Dianthus Therapeutics, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each attorney-in-fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 24, 2023.

/s/ Lei Meng

Lei Meng