EX-24

0000950170-23-048018.txt : 20230913 0000950170-23-048018.hdr.sgml : 20230913 20230913205510 ACCESSION NUMBER: 0000950170-23-048018 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: Harwin Peter Evan CENTRAL INDEX KEY: 0001663607 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 231253890 MAIL ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiselak Tomas CENTRAL INDEX KEY: 0001830177 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 231253891 MAIL ADDRESS: STREET 1: 2001 MARKET STREET, SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 231253892 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 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 0001802528 Fairmount Funds Management LLC 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 true false true false 0001830177 Kiselak Tomas 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 true false true false 0001663607 Harwin Peter Evan 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 true false true false Common Stock 1819579 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 Persons in the Merger in exchange for the shares of Dianthus held by the Reporting Persons 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. Consists of (i) 58,129 shares of common stock held of record by Fairmount Healthcare Fund LP, (ii) 1,699,304 shares of common stock held of record by Fairmount Healthcare Fund II LP and (iii) 62,146 shares of common stock held of record by Fairmount SPV III, LLC. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund LP and Fairmount Healthcare Fund II LP and is the Class A Member for Fairmount SPV III, LLC. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Exhibit 24 - Power of Attorney Fairmount, Fairmount Healthcare Fund LP, Fairmount Healthcare Fund II LP and Fairmount SPV III, LLC may each be deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is a Managing Member of Fairmount. /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 2023-09-13 /s/ Tomas Kiselak 2023-09-13 /s/ Peter Harwin 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/ Tomas Kiselak

Tomas Kiselak