Dianthus Therapeutics Inc DE

Management’s Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

As of December 31, 2024, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2023 Internal Control-Integrated Framework. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting due to an exemption for “non-accelerated filers.”

Remediation of Previously Identified Material Weaknesses

As previously reported on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 9, 2023, Form 10-K for the period ended December 31, 2023 filed with the SEC on March 21, 2024 and in our subsequent Form 10-Q reports for the periods ending March 31, June 30 and September 30, 2024, management previously identified material weaknesses in our internal control over financial reporting related to lack of adequate procedures and controls to ensure that accurate financial statements can be prepared and reviewed on a timely basis. The material weaknesses did not result in any material misstatements to our previously issued financial statements, nor the financial statements in this Annual Report on Form 10-K.

Management has been actively engaged in remediating the material weaknesses as described above. During the year ended December 31, 2024, we implemented the following actions to remediate the material weaknesses, including:

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hired additional accounting personnel with appropriate knowledge and financial reporting experience and segregated duties among accounting personnel;

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implemented new applications and systems with strong internal controls, including user access controls and defined approval processes for the posting of journal entries and recording of vendor invoices, payments of expenses, payroll processing and general ledger maintenance;

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implemented internal controls related to our review of users with access to our key financial systems, specifically to validate and evidence that user access, including specific roles and permissions, was appropriate;

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enhanced and formalized our internal control documentation; and

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strengthened supervisory reviews by our management.

We have completed the documentation and review of the corrective actions described above and our management has concluded that the design and operation of our internal control over financial reporting is effective and therefore that these previously identified material weaknesses have been fully remediated as of December 31, 2024.

Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.