Dianthus Therapeutics Inc DE

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, May 23, 2024 at 9:00 a.m. Eastern Time

This proxy statement contains information about the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Dianthus Therapeutics, Inc., which will be held on Thursday, May 23, 2024 at 9:00 a.m. Eastern Time. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/DNTH, where you will be able to listen to the meeting live, submit questions and vote. The Board of Directors of Dianthus Therapeutics, Inc. (the "Board") is using this proxy statement to solicit proxies for use at the Annual Meeting or at any other time following adjournment or postponement thereof. In this proxy statement, the terms “Dianthus,” “we,” “us,” and “our” refer to Dianthus Therapeutics, Inc.

To be admitted to the Annual Meeting and vote your shares, you must register in advance at www.proxydocs.com/DNTH prior to the Annual Meeting. You will be required to enter the control number provided in the Notice and Access Card or proxy card at www.proxydocs.com/DNTH and beneficial owners of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Upon completing your registration, you will receive further instructions via email, including a unique link to access the Annual Meeting and to vote and submit questions in advance of the Annual Meeting. Please see the “General Information” section of the proxy statement for more details regarding the logistics of attending the virtual Annual Meeting, including the ability of stockholders to submit questions in advance of and during the Annual Meeting, and technical details and support related to accessing the virtual platform.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, but your Notice and Access Card or proxy card is signed and returned, the proxies will be voted in accordance with the recommendation of our Board of Directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect, or by revoking in one of the methods indicated under "General Information" below.

We made this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2023 available to stockholders on or about April 11, 2024.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on Thursday, May 23, 2024:

This proxy statement and our 2023 Annual Report to Stockholders are

available for viewing, printing and downloading atwww.proxydocs.com/DNTH.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Dianthus Therapeutics, Inc., 7 Times Square, 43rd Floor, New York, New York 10036, Attention: Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are also available on the SEC’s website at www.sec.gov.