SECURITIESFORM AND EXCHANGE COMMISSION8-K

Item 9.01 Financial Statements and Exhibits.

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): October 16, 2025

~~Pursuant~~DIANTHUS toTHERAPEUTICS, ~~Section 13 or 15(d)~~INC.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): September 9, 2025


Delaware	001-38541	81-0724163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7 Times Square 43rd Floor
New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s ~~DIANTHUS~~Telephone ~~THERAPEUTICS~~Number, ~~INC.~~Including Area Code: (929) 999-4055

(~~Exact~~Former ~~name~~Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its~~Since ~~Charter~~Last Report)

Delaware		001-38541		81-0724163
(State or Other Jurisdictionof Incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

7 Times Square 43rd Floor New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Registrant’s~~Securities ~~Telephone~~registered ~~Number,~~pursuant ~~Including~~to ~~Area~~Section ~~Code:~~12(b) ~~929~~of ~~999-4055~~the Act:

(Former Name or Former Address, if Changed Since Last Report)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	DNTH	The Nasdaq Capital Market

~~Check~~Indicate by check mark whether the ~~appropriate~~registrant ~~box~~is ~~below~~an ifemerging growth company as defined in Rule 405 of the ~~Form~~Securities ~~8-K~~Act ~~filing~~of is1933 ~~intended~~(§ 230.405 toof ~~simultaneously~~this ~~satisfy~~chapter) ~~the~~or ~~filing~~Rule ~~obligation~~12b-2 of the ~~registrant~~Securities ~~under~~Exchange ~~any~~Act of ~~the~~1934 ~~following~~(§ 240.12b-2 ~~provisions:~~of this chapter).

☐Emerging ~~Written~~growth ~~communications~~company ~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~☐

☐If ~~Soliciting~~an ~~material~~emerging ~~pursuant~~growth tocompany, ~~Rule~~indicate ~~14a-12~~by ~~under~~check mark if the ~~Exchange~~registrant ~~Act~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(17a) ~~CFR~~of ~~240~~the Exchange Act.~~14a-12)~~ ☐

☐Item ~~Pre-commencement~~1.01 Entry ~~communications~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Agreement

☐License ~~Pre-commencement~~Agreement ~~communications~~with ~~pursuant~~Nanjing toLeads ~~Rule~~Biolabs ~~13e-4(c)~~Co. ~~under the Exchange Act (17 CFR 240~~Ltd.~~13e-4(c))~~

~~Securities~~On ~~registered~~October ~~pursuant~~16, to2025, ~~Section 12~~Dianthus Therapeutics, Inc. (b“Dianthus” or the “Company”) entered into a License and Collaboration Agreement (the “License Agreement”) with Nanjing Leads Biolabs Co. Ltd. (“Leads”), pursuant to which Leads granted the Company a royalty-bearing, exclusive license outside of Greater China to develop, manufacture, commercialize or otherwise exploit LBL-047, referred to as DNTH212 by the ~~Act:~~Company. Dianthus also obtained certain non-exclusive rights to perform development and manufacturing activities in Greater China to support DNTH212 outside of Greater China. DNTH212 is an investigational, extended half-life bifunctional fusion protein targeting plasmacytoid dendritic cell (pDC) BDCA2 to reduce Type 1 interferon production, while simultaneously inhibiting BAFF/APRIL to suppress B cell function.

Title of each class		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, $0.001 Par Value		DNTH		The Nasdaq Capital Market

Consideration

~~Indicate~~Under bythe ~~check~~terms ~~mark~~of ~~whether~~the License Agreement, the ~~registrant~~Company iswill pay Leads up to $38 million, comprised of $30 million in upfront and near-term milestone payments plus an ~~emerging~~additional ~~growth~~$8 ~~company~~million asmilestone, ~~defined~~payable in ~~Rule~~cash ~~405~~or ofthe Company's common stock at the ~~Securities~~Company's ~~Act~~election, ofupon ~~1933~~the ~~(§ 230.405~~initiation of ~~this~~a ~~chapter)~~Dianthus-led orPhase ~~Rule~~1 ~~12b-2~~study, offor ~~the~~exclusive ~~Securities~~rights ~~Exchange~~to ~~Act~~develop and commercialize DNTH212 globally outside of ~~1934~~Greater ~~(§ 240~~China.~~12b~~ Leads will also be eligible to receive up to $962 million in development and regulatory approval milestones and sales-2based ofmilestones ~~this~~across ~~chapter)~~five indications, as well as tiered royalties from mid-single digits up to a low double-digit on ex-Greater China net sales.

~~Emerging~~Governance ~~growth~~and ~~company ☐~~Development

IfA anjoint ~~emerging~~steering ~~growth~~committee ~~company~~will oversee manufacturing, ~~indicate~~development, byand ~~check~~commercial ~~mark~~activities ifrelated ~~the~~to ~~registrant~~DNTH212. ~~has~~Leads ~~elected~~will ~~not~~have the right to ~~use~~participate in the ~~extended~~Company's ~~transition~~global ~~period~~clinical ~~for~~studies ~~complying~~ with ~~any~~DNTH212 ~~new~~and orenroll ~~revised~~patients ~~financial~~in ~~accounting~~Greater ~~standards~~China. ~~provided~~Leads ~~pursuant~~will be responsible for certain costs with respect to ~~Section 13(a)~~patients ofenrolled in Greater China in the ~~Exchange~~Company's ~~Act~~global studies in which Leads has elected to participate. ☐

~~Item 1.01 Entry into a Material Definitive Agreement.~~Non-Competition

OnLeads ~~September 9,~~and ~~2025, Dianthus Therapeutics, Inc. (~~the “Company”) ~~entered~~are ~~into~~prohibited anfrom ~~underwriting~~directly ~~agreement~~or ~~(“Underwriting~~indirectly ~~Agreement”) with Jefferies LLC~~researching, ~~TD Securities (USA) LLC~~developing, ~~Evercore~~manufacturing ~~Group~~or ~~L.L.C.,~~commercializing ~~and~~a ~~Stifel,~~competing ~~Nicolaus & Company~~product, ~~Incorporated,~~ as ~~the~~defined ~~representatives~~in of the ~~underwriters~~License ~~named therein (the “Underwriters”)~~Agreement, ~~to issue and sell 6,487,879 shares of the Company’s common stock at a public offering price of $33.00 per share and,~~ in ~~lieu of common stock to certain investors, pre-funded warrants to purchase 1,112,121 shares of~~ the Company’'s ~~common~~territory ~~stock~~outside ~~(the “Pre-Funded Warrants”) at a public offering price~~ of ~~$32.999~~Greater ~~per share, which represents the per share public offering price for the common stock less the $0~~China.001 per share exercise price for each Pre-Funded Warrant (the “Offering”). In addition, the Company has granted the Underwriters an option (the “Option”) to purchase up to an additional 1,140,000 shares of its common stock at the public offering price, less the underwriting discounts and commissions, and such Option has been exercised in full by the Underwriters.

~~The~~Term ~~Pre-Funded~~and Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99%, 9.99%, or 19.99%, as applicable, of the number of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. Termination

The ~~net~~License ~~proceeds~~Agreement ~~from~~will ~~the~~remain ~~Offering,~~in ~~including~~effect ~~proceeds~~on ~~from~~a ~~the~~country-by-country ~~exercise~~and inproduct-by-product ~~full~~basis until expiration of the ~~Option~~applicable byroyalty ~~the Underwriters~~term, ~~are~~unless ~~expected~~earlier toterminated. beEach ~~approximately~~party ~~$270.0~~has ~~million~~customary termination rights, ~~after~~including ~~deducting~~for ~~the~~uncured ~~Underwriters’~~material ~~discounts~~breach, ~~and~~insolvency, ~~commissions~~patent ~~and~~challenge, ~~estimated~~or, ~~offering~~in ~~expenses.~~the case of the Company, for convenience.

The ~~securities~~foregoing ~~described~~description ~~above~~of ~~were~~the ~~offered~~License ~~pursuant~~Agreement todoes anot ~~shelf~~purport ~~registration~~to ~~statement~~be ~~(File~~complete ~~No. 333-282446),~~and ~~which~~is ~~became~~qualified ~~effective~~in onits ~~October 9,~~entirety ~~2024.~~by Areference ~~final~~to ~~prospectus~~the ~~supplement~~License ~~dated September 9~~Agreement, ~~2025~~a ~~relating~~copy toof ~~and~~which ~~describing~~ the ~~terms~~Company ofwill ~~the~~file ~~Offering~~as ~~was~~an ~~filed~~exhibit ~~with~~to ~~the~~its ~~U.S.~~Annual ~~Securities~~Report ~~and Exchange Commission~~ on ~~September 11,~~Form ~~2025.~~10-K ~~The~~for ~~Offering~~the isyear ~~expected~~ending toDecember ~~close on September 11~~31, 2025.

InItem ~~the~~2.02 Results ~~Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act~~ of ~~1933,~~Operations asand ~~amended,~~Financial ~~or to contribute payments that the underwriters may be required to make because of such liabilities.~~ Condition

AThe ~~copy~~information ofset ~~the~~forth ~~Underwriting~~below ~~Agreement~~under ~~and~~“Preliminary ~~the~~Financial ~~form~~Information offor ~~Pre-Funded~~the ~~Warrant~~Three ~~are~~Months ~~filed~~Ended asSeptember ~~Exhibit 1.1 and 4.1~~30, ~~respectively,~~2025” ~~and~~in ~~are~~Item ~~incorporated herein by reference~~8.01 ~~The~~is ~~foregoing~~incorporated ~~descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety~~ by reference ~~to such exhibit~~herein.

ASuch ~~copy~~information is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the ~~opinion~~Securities Exchange Act of ~~Gibson~~1934, ~~Dunn &~~as ~~Crutcher~~amended ~~LLP~~(the ~~relating~~“Exchange Act”), or otherwise subject to the ~~validity~~liability of ~~the~~that ~~issuance~~Section or Sections 11 and ~~sale~~12(a)(2) of the ~~shares~~Securities Act of 1933, as amended (the ~~common~~“Securities ~~stock~~Act”). ~~and~~Such ~~the~~information ~~Pre-Funded~~shall ~~Warrants~~not inbe incorporated by reference into any registration statement or other document pursuant to the ~~Offering~~Securities isAct ~~filed~~or ~~herewith~~into any filing or other document pursuant to the Exchange Act, except as ~~Exhibit~~otherwise 5expressly stated in any such filing.1.

Item 98.01 Regulation ~~Financial~~FD ~~Statements and Exhibits.~~Disclosure

On October 16, 2025, the Company made publicly available on the investor relations section of its website a presentation announcing the execution of the License Agreement in connection with a conference call with investors to be held at 8:00 a.m. ET on October 16, 2025 (dthe “Presentation”). ~~Exhibits~~The Presentation is filed as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

~~EXHIBIT INDEX~~Preliminary Financial Information for the Three Months Ended September 30, 2025

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of September 9, 2025, by and among Dianthus Therapeutics, Inc., Jefferies LLC, TD Securities (USA) LLC, Evercore Group L.L.C., and Stifel, Nicolaus & Company, Incorporated
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Gibson, Dunn & Crutcher LLP
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

In the Presentation, the Company disclosed its estimated cash, cash equivalents and investments as of September 30, 2025. While the Company has not finalized its full financial results for the three months ended September 30, 2025, the Company expects to report that it had approximately $555 million of cash, cash equivalents and investments as of September 30, 2025, with pro forma cash of approximately $525 million of cash, cash equivalents, and investments after deducting near term and upfront milestone payments to Leads of $30 million. This amount is preliminary, has not been audited and is subject to change pending completion of the Company’s unaudited financial statements for the three months ended September 30, 2025. Additional information and disclosures would be required for a more complete understanding of the Company’s financial position and results of operations as of September 30, 2025. The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary information and, accordingly, does not express an opinion or any other form of assurance about such information.

~~SIGNATURES~~Forward-Looking Statements

~~Pursuant~~This toCurrent Report on Form 8-K contains statements that may constitute “forward-looking statements” within the ~~requirements~~meaning of the ~~Securities~~federal ~~Exchange~~securities ~~Act~~laws, including, but not limited to, statements relating to the Company’s expected financial results and the License Agreement. Words such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “anticipate,” “goal,” “opportunity,” “develop,” “plan” or the negative of ~~1934~~these terms, and similar expressions, or statements regarding intent, belief, or current expectations, are forward looking statements. While the ~~registrant~~Company ~~has~~believes ~~duly~~these ~~caused~~forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this report. These forward-looking statements are based upon current estimates and assumptions and are subject to bevarious ~~signed~~risks onand ~~its~~uncertainties ~~behalf~~(including, bywithout limitation, those set forth in the ~~undersigned~~Company's ~~hereunto~~filings ~~duly~~with ~~authorized~~the SEC), many of which are beyond the Company's control and subject to change. Actual results could be materially different. The Company claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements and expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

DIANTHUS THERAPEUTICS, INC.

Date: September 11, 2025

/s/ Adam M. Veness, Esq.

Adam M. Veness, Esq.

SVP, General Counsel and Secretary

(d) Exhibits


Exhibit No.		Description

99.1		Company Presentation, dated October 16, 2025
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			DIANTHUS THERAPEUTICS, INC.

Date:	October 16, 2025	By:	/s/ Adam M. Veness, Esq.
			Adam M. Veness, Esq. SVP, General Counsel and Secretary

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