Dianthus Therapeutics Inc美股市值说明书(2025-09-11版)

Pre-fundedWarrants to Purchase 1,112,121 Shares of Common Stock We are offering 6,487,879 shares of our common stock and, in lieu of common stock to certain investors that so choose,pre-fundedwarrants to purchase1,112,121 shares of our common stock. The purchase price of eachpre-fundedwarrant will equal the price per share at which shares of our commonstock are being sold to the public in this offering, minus $0.001 per share of common stock, the exercise price of eachpre-fundedwarrant. The publicoffering price for each share of common stock is $33.00. We are also offering the shares of our common stock that are issuable from time to time uponexercise of thepre-fundedwarrants. Our common stock trades on The Nasdaq Capital Market (Nasdaq) under the symbol “DNTH.” On September 9,2025, the last reported sale price for our common stock on Nasdaq was $35.57 per share. There is no established public trading market for thepre-fundedwarrants, and we do not expect a market to develop. We do not intend to apply forlisting of thepre-fundedwarrants on Nasdaq or any securities exchange or nationally recognized trading system. Without an active trading market, theliquidity of thepre-fundedwarrants will be limited. Investing in our securities involves risks. See the section titled “Risk Factors” beginning on pageS-6of this prospectussupplement and page 6 of the accompanying prospectus, as well as in the documents incorporated by reference hereinand therein, to read about factors you should consider before buying our securities. (1)See the section titled “Underwriting” for additional information regarding underwriting compensation. Delivery of the shares of common stock andpre-fundedwarrants is expected to be made on or about September11, 2025. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,140,000 shares of our common stock. If theunderwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $17,305,200 and the total proceeds tous, before expenses, will be $271,113,688. Joint Book-Running Managers Lead Manager LifeSci Capital Prospectus supplement, dated September 9, 2025 Table of Contents TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONDESCRIPTION OF SECURITIES WE ARE OFFERINGU.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYSECURITIES WE MAY OFFERDESCRIPTION OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on FormS-3that we filed with the Securities and Exchange Commission (“SEC”)pursuant to the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. We provide information to you about this offering of our securities in two separate documents that are bound together: (1)this prospectus supplement,which describes the specific details regarding this offering; and (2)the accompanying prospectus, which provides general information, some of whichmay not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. If information in thisprospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. However, if any statement inone of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference inthis prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement as our business, financialcondition, results of operations and prospects may have changed since the earlier dates. We have not, and the underwriters have not, authorized anyone to provide you with information other than in this prospectus supplement, theaccompanying prospectus or any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for andcannot provide any assurance as to the reliability of any other information others may give you. We are not, and the underwriters are not, making anoffer to sell our securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus supplement, the accompanyingprospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of our securities. Our business,financial conditio