Dianthus Therapeutics, Inc. /DE/
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001690585-26-000034
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001690585-26-000040
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 159 previous paragraphs and 156 current paragraphs.
114 unchanged; 40 reworded; 1 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
Comparison of the Nine Months Ended September 30, 2026 and 2025
Removed paragraphs (5)
Previous report
In March 2026, we received written feedback from the FDA agreeing to three proposals for all ongoing and planned future claseprubart trials:
Previous report
Removal of anti-nuclear antibodies (“ANAs”) as a screening criterion, a common reason for screen failure across all three claseprubart programs;
Previous report
Removal of routine ANA testing during claseprubart clinical trials; and
Previous report
Reclassification of the hypothetical risk of Systemic Lupus Erythematosus to DIL, a side effect in several classes of widely used medications characterized by the reversal of symptoms upon discontinuation of the precipitating medication.
Previous report
Comparison of the Six Months Ended June 30, 2026 and 2025
Reworded paragraphs (40)
Previous wording
In March 2026, we made an early GO announcement in the Interim Responder Analysis for our Phase 3 CAPTIVATE trial of claseprubart in patients with CIDP due to achieving a target of 20 confirmed responders with less than the planned 40 participants completing Part A. In June 2026, we announced a 75% response rate observed in Interim Responder Analysis from the first 40 participants completing Part A of the Phase 3 CAPTIVATE trial, exceeding the target response rate of 50% or greater based on precedent set with aC1s inhibition. The results were consistent and clinically meaningful across multiple efficacy measures. In addition, claseprubart was generally well tolerated with no related serious infections, no clinical symptoms of drug-induced lupus
Current wording
In March 2026, we made an early GO announcement in the Interim Responder Analysis for our Phase 3 CAPTIVATE trial of claseprubart in patients with CIDP due to achieving a target of 20 confirmed responders with less than the planned 40 participants completing Part A. In June 2026, we announced a 75% response rate observed in the Interim Responder Analysis from the first 40 participants completing Part A of the Phase 3 CAPTIVATE trial, exceeding the target response rate of 50% or greater based on precedent set with aC1s inhibition. The results were consistent and clinically meaningful across multiple efficacy measures. In addition, claseprubart was generally well tolerated with no related serious infections, no clinical symptoms of drug-induced lupus
Previous wording
(“DIL”), no related serious adverse events (“SAE”) or discontinuations due to safety. We expect to provide CAPTIVATE Part B top-line guidance by the end of 2026.
Current wording
(“DIL”), no related serious adverse events (“SAEs”) or discontinuations due to safety. We expect to report top-line results from Part A of this trial by year-end 2027 and from Part B of this trial by year-end 2028.
Previous wording
Claseprubart is also being evaluated in the Phase 2 MoMeNtum trial for patients with MMN. In August 2026, we announced the completion of enrollment of the MoMeNtum trial, which exceeded its enrollment target of 36 patients, and top-line results with 46 patients are expected in December 2026.
Current wording
Claseprubart is also being evaluated in the Phase 2 MoMeNtum trial for patients with MMN. In August 2026, we announced the completion of enrollment of the MoMeNtum trial, which exceeded its enrollment target of 36 patients, and top-line results with 46 patients are expected in December 2026. Following top-line results, a Phase 3 trial in MMN is planned to initiate in 2027.
Previous wording
The EMERGE trial is a global, randomized, multicenter, placebo-controlled Phase 3 trial of claseprubart in approximately 195 AChR+ participants with gMG. Following an initial loading dose, claseprubart 300mg/2mL will be administered Q2W or Q4W via S.C. injection. The primary endpoint of this trial is the change from baseline in the MG-ADL in the treatment arms versus the placebo arm. A similar evaluation is used for secondary efficacy endpoints, such as the QMG scale, MSE, MGC score and the MG-QoL-15r. In June 2026, we announced initiation of the Phase 3 EMERGE trial of claseprubart in gMG. We expect to report top-line results from this trial in the second half of 2028.
Current wording
The EMERGE trial is a global, randomized, multicenter, placebo-controlled Phase 3 trial of claseprubart in approximately 195 AChR+ participants with gMG. Following an initial loading dose, claseprubart 300mg/2mL will be administered Q2W or Q4W via S.C. injection. The primary endpoint of this trial is the change from baseline in the MG-ADL in the treatment arms versus the placebo arm. A similar evaluation is used for secondary efficacy endpoints, such as the QMG scale, MSE, MGC score and the MG-QoL-15r. In June 2026, we announced the initiation of the Phase 3 EMERGE trial of claseprubart in gMG. We expect to report top-line results from this trial in the second half of 2028.
Previous wording
In March 2026, we announced that we achieved our target of 20 confirmed responders in Part A early, with less than 40 participants completing Part A, which supported our plan to maintain the claseprubart 300mg/2mL S.C. Q2W dose in Part A; engage with regulators to remove the claseprubart 600mg/4mL S.C. Q2W arm from Part B; and enroll up to 256 patients (previously up to 480) in Part A to randomize 128 patients in Part B (previously 192). In June 2026, we announced a 75% response rate observed in Interim Responder Analysis from the first 40 participants completing Part A of the Phase 3 CAPTIVATE trial, exceeding the target response rate of 50% or greater based on precedent set with aC1s inhibition. The results were consistent and clinically meaningful across multiple efficacy measures. In addition, claseprubart was generally well tolerated with no related serious infections, no clinical symptoms of DIL, no related SAEs or discontinuations due to safety. We expect to provide CAPTIVATE Part B top-line guidance by the end of 2026. We believe that this single pivotal trial will support a Biologics License Application (“BLA”) filing in adult patients with CIDP.
Current wording
In March 2026, we announced that we had achieved our target of 20 confirmed responders in Part A early, with less than 40 participants completing Part A, which supported our plan to maintain the claseprubart 300mg/2mL S.C. Q2W dose in Part A; engage with regulators to remove the claseprubart 600mg/4mL S.C. Q2W arm from Part B; and enroll up to 256 patients (previously up to 480) in Part A to randomize 128 patients in Part B (previously 192). In June 2026, we announced a 75% response rate observed in the Interim Responder Analysis from the first 40 participants completing Part A of the Phase 3 CAPTIVATE trial, exceeding the target response rate of 50% or greater based on precedent set with aC1s inhibition. The results were consistent and clinically meaningful across multiple efficacy measures. In addition, claseprubart was generally well tolerated with no related serious infections, no clinical symptoms of DIL, no related SAEs or discontinuations due to safety. In November 2026, we announced that the CAPTIVATE trial is now conservatively projected to require less than 200 participants in the open-label Part A in order to randomize 128 responders into the placebo-controlled withdrawal Part B portion of the study. Top-line results from all participants completing Part A of this trial are expected by the end of 2027, and top-line results from Part B of this trial are expected by the end of 2028. We believe that this single pivotal trial will support a Biologics License Application (“BLA”) filing in adult patients with CIDP.
Previous wording
The MoMeNtum trial is a global, randomized, double-blind, placebo-controlled Phase 2 study designed to evaluate the safety, tolerability, and efficacy of claseprubart in 36 patients with MMN. Following determination of immunoglobulin (“Ig”) dependency and responsiveness, patients will be randomized to receive placebo or claseprubart with a loading dose followed by 300mg/2mL or 600mg/4mL administered Q2W via S.C. injection. The initial S.C. treatment duration is 17 weeks followed by a 52-week OLE. The primary endpoint of this study is safety and tolerability. Secondary endpoints include time to intravenous immunoglobulin (“IVIg”) retreatment, time to relapse, and assessments of muscle and grip strength. In August 2026, we announced the completion of enrollment of the MoMeNtum trial, which exceeded its enrollment target of 36 patients, and top-line results with 46 patients are expected in December 2026.
Current wording
The MoMeNtum trial is a global, randomized, double-blind, placebo-controlled Phase 2 study designed to evaluate the safety, tolerability, and efficacy of claseprubart in 36 patients with MMN. Following determination of immunoglobulin (“Ig”) dependency and responsiveness, patients will be randomized to receive placebo or claseprubart with a loading dose followed by 300mg/2mL or 600mg/4mL administered Q2W via S.C. injection. The initial S.C. treatment duration is 17 weeks followed by a 52-week OLE. The primary endpoint of this study is safety and tolerability. Secondary endpoints include time to intravenous immunoglobulin (“IVIg”) retreatment, time to relapse, and assessments of muscle and grip strength. In August 2026, we announced the completion of enrollment of the MoMeNtum trial, which exceeded its enrollment target of 36 patients, and top-line results with 46 patients are expected in December 2026. Following top-line results, a Phase 3 trial in MMN is planned to initiate in 2027.
Previous wording
DNTH212 is an investigational, extended half-life bifunctional fusion protein targeting plasmacytoid dendritic cell BDCA2 to reduce Type 1 interferon production, while simultaneously inhibiting BAFF/APRIL to suppress B cell function. By targeting both the innate and adaptive immune systems via two clinically validated pathways that are known drivers of autoimmune disease pathogenesis, this complementary and differentiated approach has the potential to address multiple autoimmune indications with improved outcomes.
Current wording
DNTH212 is an investigational, extended half-life bifunctional fusion protein targeting pDC BDCA2 to reduce Type 1 interferon production, while simultaneously inhibiting BAFF/APRIL to suppress B cell function. By targeting both the innate and adaptive immune systems via two clinically validated pathways that are known drivers of autoimmune disease pathogenesis, this complementary and differentiated approach has the potential to address multiple autoimmune indications with improved outcomes.
Previous wording
DNTH212 has pipeline-in-a-product potential to serve as the foundation of a synergistic rheumatology franchise, and Sjögren’s Disease, Systemic Lupus Erythematosus, and Dermatomyositis have been selected as the first three prioritized indications for DNTH212 clinical development. These indications are areas of high unmet need, where compelling biological rationale and clinical data support the complementary potential of targeting both BDCA2 and BAFF/APRIL to drive differentiated efficacy compared to single-mechanism approaches.
Current wording
DNTH212 has pipeline-in-a-product potential to serve as the foundation of a synergistic rheumatology franchise, and Sjögren’s Disease (“SjD”), Systemic Lupus Erythematosus (“SLE”), and Dermatomyositis (“DM”) have been selected as the first three prioritized indications for DNTH212 clinical development. These indications are areas of high unmet need, where compelling biological rationale and clinical data support the complementary potential of targeting both BDCA2 and BAFF/APRIL to drive differentiated efficacy compared to single-mechanism approaches.
Previous wording
A two-part Phase 1 study in China in healthy volunteers (Part A) and patients with Systemic Lupus Erythematosus (Part B) was initiated in December 2025, with Phase 1 healthy volunteer data anticipated by year-end 2026.
Current wording
DNTH212 is being evaluated in China in a two-part Phase 1 study in healthy volunteers (Part A) and patients with SLE (Part B). Part A is evaluating single ascending doses of DNTH212, with healthy volunteer preliminary data anticipated in the first quarter of 2027. Based upon data seen to date and as previously announced by Leads, dosing of SLE patients in Part B of the Phase 1 single-ascending dose study was initiated in October 2026, with preliminary Part B SLE data expected in the second half of 2027. We also plan to initiate a Phase 1 multiple-ascending dose study outside of China in healthy volunteers in the second quarter of 2027 to support the continued global development of DNTH212, with preliminary data anticipated in the second half of 2027. We plan to provide an update on next steps for advancing the first three prioritized indications of SjD, SLE and DM in clinical development by year-end 2027.
Previous wording
If our development efforts for claseprubart, DNTH212, or any other future product candidates, if any, are successful and result in regulatory approval, we may generate revenue from future product sales. If we enter into license or collaboration agreements for claseprubart, DNTH212, or any other future product candidates, if any, or intellectual property, revenue may be generated in the future from such license or collaboration agreements. We cannot predict if, when, or to what extent we will generate revenue from the commercialization and sale of claseprubart, DNTH212, or any other future product candidates or from license or collaboration agreements. We may never succeed in obtaining regulatory approval for claseprubart, DNTH212, or any other future product candidates.
Current wording
If our development efforts for claseprubart, DNTH212, DNTH312, or any other future product candidates, if any, are successful and result in regulatory approval, we may generate revenue from future product sales. If we enter into license or collaboration agreements for claseprubart, DNTH212, DNTH312, or any other future product candidates, if any, or intellectual property, revenue may be generated in the future from such license or collaboration agreements. We cannot predict if, when, or to what extent we will generate revenue from the commercialization and sale of claseprubart, DNTH212, DNTH312, or any other future product candidates or from license or collaboration agreements. We may never succeed in obtaining regulatory approval for claseprubart, DNTH212, DNTH312, or any other future product candidates.
Previous wording
On October 21, 2024, Zenas assigned the Zenas License Agreement to its affiliated entity, Zenas BioPharma (HK) Limited (“Zenas HK”). After the assignment, we entered into a novation agreement (the “Novation Agreement”) with Zenas HK and Tenacia Biotechnology (Hong Kong) Co., Limited (“Tenacia”) and an amendment to the Zenas License Agreement, now with Tenacia (as amended, the “Tenacia License Agreement”), pursuant to which Tenacia replaced Zenas HK as a party to the Zenas License Agreement and an Option Agreement which we entered into with Zenas on September 2020 (together, the “Zenas Agreements”) and certain economic terms under the Zenas License Agreement with respect to cost sharing and development milestones were amended.
Current wording
On October 21, 2024, Zenas assigned the Zenas License Agreement to its affiliated entity, Zenas BioPharma (HK) Limited (“Zenas HK”). After the assignment, we entered into a novation agreement (the “Novation Agreement”) with Zenas HK and Tenacia Biotechnology (Hong Kong) Co., Limited (“Tenacia”) and an amendment to the Zenas License Agreement, now with Tenacia (as amended, the “Tenacia License Agreement”), pursuant to which Tenacia replaced Zenas HK as a party to the Zenas License Agreement and an Option Agreement which we entered into with Zenas in September 2020 (together, the “Zenas Agreements”) and certain economic terms under the Zenas License Agreement with respect to cost sharing and development milestones were amended.
Previous wording
During the three and six months ended June 30, 2026, we recognized license revenue totaling $0.8 million and $1.2 million, respectively, related to the Tenacia Agreements.
Current wording
During the three and nine months ended September 30, 2026, we recognized license revenue totaling $1.2 million and $2.4 million, respectively, related to the Tenacia Agreements.
Previous wording
During the three and six months ended June 30, 2025, we recognized license revenue totaling $0.2 million and $1.4 million, respectively, related to the Tenacia Agreements.
Current wording
During the three and nine months ended September 30, 2025, we recognized license revenue totaling $0.4 million and $1.8 million, respectively, related to the Tenacia Agreements.
Previous wording
Under the terms of the Tenacia Agreements, we recognized license revenue of $0.8 million and $0.2 million during the three months ended June 30, 2026 and 2025, respectively.
Current wording
Under the terms of the Tenacia Agreements, we recognized license revenue of $1.2 million and $0.4 million during the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Research and development expenses were $48.7 million for the three months ended June 30, 2026, as compared to $26.3 million for the three months ended June 30, 2025, an increase of $22.4 million. This increase was due to: (1) a $15.1 million increase in external research and development costs, consisting of clinical operations activities, CMC activities, preclinical study costs, discovery expenses, and licensing and milestone expenses related to claseprubart; and (2) a $7.3 million increase in internal research and development costs, consisting of personnel and related costs, stock-based compensation expense and other costs.
Current wording
Research and development expenses were $45.6 million for the three months ended September 30, 2026, as compared to $32.5 million for the three months ended September 30, 2025, an increase of $13.1 million. This increase was due to: (1) a $5.1 million increase in external research and development costs, consisting of clinical operations activities, CMC activities, preclinical study costs, discovery expenses, and licensing and milestone expenses related to claseprubart; and (2) an $8.0 million increase in internal research and development costs, consisting of personnel and related costs, stock-based compensation expense and other costs.
Previous wording
The $17.2 million increase in external research and development costs was due to a $14.6 million increase in expenses related to our lead product candidate, claseprubart, and a $2.6 million increase in discovery activities including those related to DNTH212 and DNTH312. For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, the increase in claseprubart related expense was due to increases of $10.3 million in clinical operations activities and $5.9 million in CMC activities, partially offset by decreases of $1.5 million in preclinical study costs and $0.1 million in other costs. The increased costs of clinical operations activities and CMC activities were due to activities related to claseprubart’s ongoing clinical trials in gMG, CIDP and MMN.
Current wording
The $5.1 million increase in external research and development costs was due to a $0.5 million increase in expenses related to our lead product candidate, claseprubart, and a $4.6 million increase in discovery activities including those related to DNTH212 and DNTH312. For the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, the increase in claseprubart related expense was due to an increase of $5.8 million in clinical operations activities, partially offset by decreases of $2.7 million in CMC activities, $0.7 million in preclinical study costs and $1.9 million in other costs. The increased costs of clinical operations activities were due to activities related to claseprubart’s ongoing clinical trials in gMG, CIDP and MMN.
Previous wording
The $7.3 million increase in internal research and development costs was due to increases of $3.3 million in personnel and related costs, $3.2 million in stock-based compensation expense and $0.8 million in other research and development costs. The increases were due to the buildout of our internal research and development function to support our Phase 2 and Phase 3 clinical trials in claseprubart and development of DNTH212 and DNTH312.
Current wording
The $8.0 million increase in internal research and development costs was due to increases of $3.8 million in stock-based compensation expense, $3.4 million in personnel and related costs and $0.8 million in other research and development costs. The increases were due to the buildout of our internal research and development function to support our Phase 2 and Phase 3 clinical trials in claseprubart and development of DNTH212 and DNTH312.
Previous wording
General and administrative expenses were $13.6 million for the three months ended June 30, 2026, as compared to $8.9 million for the three months ended June 30, 2025, an increase of $4.7 million. The increase was primarily due to increases of $3.1 million in stock-based compensation expense, $1.3 million in personnel-related costs and $0.3 million in other administrative expenses. The increase in costs was primarily due to increases in headcount and related expenses.
Current wording
General and administrative expenses were $14.1 million for the three months ended September 30, 2026, as compared to $8.2 million for the three months ended September 30, 2025, an increase of $5.9 million. The increase was primarily due to increases of $3.1 million in stock-based compensation expense, $1.3 million in personnel-related costs and $1.5 million in other administrative expenses. The increase in costs was primarily due to increases in headcount and related expenses.
Previous wording
Other income was $11.3 million for the three months ended June 30, 2026, as compared to $3.3 million for the three months ended June 30, 2025, an increase of $8.0 million. The increase was primarily due to higher cash and investment balances in the current period as compared to the prior period.
Current wording
Other income was $11.8 million for the three months ended September 30, 2026, as compared to $3.5 million for the three months ended September 30, 2025, an increase of $8.3 million. The increase was primarily due to higher cash and investment balances in the current period as compared to the prior period.
Previous wording
Under the terms of the Tenacia Agreements, we recognized license revenue of $1.2 million and $1.4 million during the six months ended June 30, 2026 and 2025, respectively.
Current wording
Under the terms of the Tenacia Agreements, we recognized license revenue of $2.4 million and $1.8 million during the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
The decrease in total revenues was due to a decrease in reimbursable costs associated with claseprubart’s ongoing clinical trials.
Current wording
The increase in total revenues was due to an increase in reimbursable costs associated with claseprubart’s ongoing clinical trials.
Previous wording
Research and development expenses were $83.2 million for the six months ended June 30, 2026, as compared to $53.3 million for the six months ended June 30, 2025, an increase of $29.9 million. This increase was due to: (1) a $17.2 million increase in external research and development costs, consisting of clinical operations activities, CMC activities, preclinical study costs, discovery expenses, and licensing and milestone expenses related to claseprubart; and (2) a $12.7 million increase in internal research and development costs, consisting of personnel and related costs, stock-based compensation expense and other costs.
Current wording
Research and development expenses were $128.8 million for the nine months ended September 30, 2026, as compared to $85.7 million for the nine months ended September 30, 2025, an increase of $43.1 million. This increase was due to: (1) a $22.3 million increase in external research and development costs, consisting of clinical operations activities, CMC activities, preclinical study costs, discovery expenses, and licensing and milestone expenses related to claseprubart; and (2) a $20.8 million increase in internal research and development costs, consisting of personnel and related costs, stock-based compensation expense and other costs.
Previous wording
The $15.1 million increase in external research and development costs was due to a $13.0 million increase in expenses related to our lead product candidate, claseprubart, and a $2.1 million increase in discovery activities including those related to DNTH212 and DNTH312. For the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, the increase in claseprubart related expense was due to increases of $7.8 million in clinical operations activities and $6.0 million in CMC activities, partially offset by decreases of $0.7 million in preclinical study costs and $0.1 million in other costs. The increased costs of clinical operations activities and CMC activities were due to activities related to claseprubart’s ongoing clinical trials in gMG, CIDP and MMN.
Current wording
The $22.3 million increase in external research and development costs was due to a $15.0 million increase in expenses related to our lead product candidate, claseprubart, and a $7.3 million increase in discovery activities including those related to DNTH212 and DNTH312. For the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, the increase in claseprubart related expense was due to increases of $16.1 million in clinical operations activities and $3.2 million in CMC activities, partially offset by decreases of $2.2 million in preclinical study costs and $2.1 million in other costs. The increased costs of clinical operations activities and CMC activities were due to activities related to claseprubart’s ongoing clinical trials in gMG, CIDP and MMN.
Previous wording
The $12.7 million increase in internal research and development costs was due to increases of $6.1 million in personnel and related costs, $5.6 million in stock-based compensation expense, and $1.0 million in other research and development costs. The increases were due to the buildout of our internal research and development function to support our Phase 2 and Phase 3 clinical trials in claseprubart and development of DNTH212 and DNTH312.
Current wording
The $20.8 million increase in internal research and development costs was due to increases of $9.5 million in personnel and related costs, $9.3 million in stock-based compensation expense, and $2.0 million in other research and development costs. The increases were due to the buildout of our internal research and development function to support our Phase 2 and Phase 3 clinical trials in claseprubart and development of DNTH212 and DNTH312.
Previous wording
General and administrative expenses were $26.0 million for the six months ended June 30, 2026, as compared to $16.2 million for the six months ended June 30, 2025, an increase of $9.8 million. The increase was primarily due to increases of $5.9 million in stock-based compensation expense, $2.8 million in personnel-related costs and $1.1 million in other administrative expenses. The increase in costs was primarily due to increases in headcount and related expenses.
Current wording
General and administrative expenses were $40.1 million for the nine months ended September 30, 2026, as compared to $24.4 million for the nine months ended September 30, 2025, an increase of $15.7 million. The increase was primarily due to increases of $9.1 million in stock-based compensation expense, $4.1 million in personnel-related costs and $2.5 million in other administrative expenses. The increase in costs was primarily due to increases in headcount and related expenses.
Previous wording
Other income was $17.0 million for the six months ended June 30, 2026, as compared to $7.0 million for the six months ended June 30, 2025, an increase of $10.0 million. The increase was primarily due to higher cash and investment balances in the current period as compared to the prior period.
Current wording
Other income was $28.8 million for the nine months ended September 30, 2026, as compared to $10.5 million for the nine months ended September 30, 2025, an increase of $18.3 million. The increase was primarily due to higher cash and investment balances in the current period as compared to the prior period.
Previous wording
We have an open market sales agreement (the “ATM Agreement”) pursuant to which we may sell, from time-to-time shares of our common stock under an at-the-market (“ATM”) offering for an aggregate sales price of up to $200 million. Any sales of our common stock pursuant to the ATM Agreement are made under our registration statement on Form S-3 which was deemed effective by the SEC on October 9, 2024. As of the date of this filing, we have sold 3,632,534 shares of our common stock under the ATM offering program, resulting in gross proceeds of $200.0 million, and have no remaining capacity under the ATM offering program.
Current wording
We had an open market sales agreement (the “Initial ATM Agreement”) pursuant to which we could sell, from time-to-time, shares of our common stock under an at-the-market (“ATM”) offering for an aggregate sales price of up to $200 million. Sales of our common stock pursuant to the Initial ATM Agreement were made under our registration statement on Form S-3 which was deemed effective by the SEC on October 9, 2024. As of the date of this filing, we have sold 3,632,534 shares of our common stock under our Initial ATM Agreement, resulting in gross proceeds of $200.0 million.
Previous wording
We historically have funded our operations with proceeds from the sale of capital stock. As of the date of this filing, we have raised aggregate gross proceeds of $1.0 billion from public offerings, $423.5 million from private placements, and $200.0 million from our ATM offering program.
Current wording
We historically have funded our operations with proceeds from the sale of capital stock. As of the date of this filing, we have raised aggregate gross proceeds of $1.0 billion from public offerings, $423.5 million from private placements, and $200.0 million from our ATM offering programs.
Previous wording
Since inception, we have devoted substantially all of our resources to conducting research and development activities (including with respect to the claseprubart program and DNTH212) and undertaking preclinical studies, conducting clinical trials and the manufacturing of the product used in our clinical trials and preclinical studies, business planning, developing and maintaining our intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these activities.
Current wording
Since inception, we have devoted substantially all of our resources to conducting research and development activities (including with respect to the claseprubart program, DNTH212, and DNTH312) and undertaking preclinical studies, conducting clinical trials and the manufacturing of the product used in our clinical trials and preclinical studies, business planning, developing and maintaining our intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these activities.
Previous wording
We have not generated any revenue from product sales. We do not expect to generate any meaningful product revenue unless and until we obtain regulatory approval of and commercialize claseprubart, DNTH212, or any other future product candidates, and we do not know when, or if, that will occur. In order to complete the development of claseprubart, DNTH212, or any other future product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize product candidates, if approved, we will require substantial additional capital. Accordingly, until such time that we can generate a sufficient amount of revenue from product sales or other sources, if ever, we expect to seek to raise any necessary additional capital through private or public equity or debt financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. To the extent that we raise additional capital through equity financings, such as an ATM offering program, or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, including restricting our operations and limiting our ability to incur liens, issue additional debt, pay dividends, repurchase our common stock, make certain investments or engage in merger, consolidation, licensing, or asset sale transactions. If we raise capital through collaborations, partnerships, and other similar arrangements with third parties, we may be required to grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. We may be unable to raise additional capital from these sources on favorable terms, or at all. Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from bank failures, other general macroeconomic conditions and otherwise. Our failure to obtain sufficient capital on acceptable terms when needed could have a material adverse effect on our business, results of operations or financial condition, including requiring us to seek other alternatives which may include, among others, a delay or termination of our clinical trials or the development of our product candidates, temporary or permanent curtailment of our operations, a sale of our assets, or other alternatives with strategic or financial partners. We cannot provide assurance that we will ever generate positive cas…
Excerpt shortened here; the source contains the full paragraph.
Current wording
We have not generated any revenue from product sales. We do not expect to generate any meaningful product revenue unless and until we obtain regulatory approval of and commercialize claseprubart, DNTH212, DNTH312, or any other future product candidates, and we do not know when, or if, that will occur. In order to complete the development of claseprubart, DNTH212, DNTH312, or any other future product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize product candidates, if approved, we will require substantial additional capital. Accordingly, until such time that we can generate a sufficient amount of revenue from product sales or other sources, if ever, we expect to seek to raise any necessary additional capital through private or public equity or debt financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. To the extent that we raise additional capital through equity financings, such as an ATM offering program, or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, including restricting our operations and limiting our ability to incur liens, issue additional debt, pay dividends, repurchase our common stock, make certain investments or engage in merger, consolidation, licensing, or asset sale transactions. If we raise capital through collaborations, partnerships, and other similar arrangements with third parties, we may be required to grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. We may be unable to raise additional capital from these sources on favorable terms, or at all. Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from bank failures, other general macroeconomic conditions and otherwise. Our failure to obtain sufficient capital on acceptable terms when needed could have a material adverse effect on our business, results of operations or financial condition, including requiring us to seek other alternatives which may include, among others, a delay or termination of our clinical trials or the development of our product candidates, temporary or permanent curtailment of our operations, a sale of our assets, or other alternatives with strategic or financial partners. We cannot provide assurance that we will ever gen…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Historically, we have funded our operations with proceeds from the sale of capital stock. As of the date of this filing, we have raised aggregate gross proceeds of $1.0 billion from public offerings, $423.5 million from private placements, and $200.0 million from our ATM offering program. However, we have incurred significant recurring losses. We generated net losses of $91.0 million and $61.1 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $427.8 million. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on a variety of factors, including the timing, scope and results of our research and development activities. As of June 30, 2026, we had cash, cash equivalents and investments of $1.2 billion. Based on our current operating plan, we believe that our existing cash, cash equivalents and investments as of June 30, 2026 should be sufficient to fund our operations into 2030. Until we achieve profitability, we plan to fund our operations and capital expenditures with cash on hand and expect to seek to raise any necessary additional capital through private or public equity or debt financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. There can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to us.
Current wording
Historically, we have funded our operations with proceeds from the sale of capital stock. As of the date of this filing, we have raised aggregate gross proceeds of $1.0 billion from public offerings, $423.5 million from private placements, and $200.0 million from our ATM offering program. However, we have incurred significant recurring losses. We generated net losses of $137.7 million and $97.9 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, we had an accumulated deficit of $474.4 million. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on a variety of factors, including the timing, scope and results of our research and development activities. As of September 30, 2026, we had cash, cash equivalents and investments of $1.2 billion. Based on our current operating plan, we believe that our existing cash, cash equivalents and investments as of September 30, 2026 should be sufficient to fund our operations into 2030. Until we achieve profitability, we plan to fund our operations and capital expenditures with cash on hand and expect to seek to raise any necessary additional capital through private or public equity or debt financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. There can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to us.
Previous wording
For the six months ended June 30, 2026, net cash used in operating activities consisted of a net loss of $91.0 million and an increase in net operating assets and liabilities of $2.8 million, partially offset by net non-cash operating expenses of $16.0 million. The increase in net operating assets and liabilities was attributable to increases in accounts receivable of $0.1 million, prepaid expenses and other current assets of $5.5 million and other assets of $0.9 million, partially offset by increases in accounts payable, accrued expenses and operating lease liabilities of $3.2 million and deferred revenue of $0.5 million. The non-cash operating expenses consisted of stock-based compensation expense of $22.5 million, a loss on an investment in a former related party of $0.2 million, amortization of right-of-use operating lease assets of $0.1 million and depreciation expense of $0.1 million, partially offset by accretion of discount on investment securities of $6.9 million.
Current wording
For the nine months ended September 30, 2026, net cash used in operating activities consisted of a net loss of $137.7 million and an increase in net operating assets and liabilities of $18.4 million, partially offset by net non-cash operating expenses of $27.9 million. The increase in net operating assets and liabilities was attributable to increases in accounts receivable of $0.5 million, prepaid expenses and other current assets of $12.6 million and other assets of $2.6 million and a decrease in accounts payable, accrued expenses and operating lease liabilities of $2.8 million, partially offset by an increase in deferred revenue of $0.1 million. The non-cash operating expenses consisted of stock-based compensation expense of $35.2 million, a loss on an investment in a former related party of $0.2 million, amortization of right-of-use operating lease assets of $0.2 million and depreciation expense of $0.1 million, partially offset by accretion of discount on investment securities of $7.8 million.
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities consisted of a net loss of $61.1 million, partially offset by a decrease in net operating assets and liabilities of $1.4 million and net non-cash operating expenses of $8.2 million. The decrease in net operating assets and liabilities was attributable to an increase in accounts payable, accrued expenses and operating lease liabilities of $1.6 million and decreases in a receivable from Zenas of $0.8 million and other assets of $0.5 million, partially offset by an increase in prepaid expenses and other current assets of $1.3 million and accounts receivable of $0.1 million and a decrease in deferred revenue of $0.1 million. The non-cash operating expenses consisted of stock-based compensation expense of $11.0 million and amortization of right-of-use operating lease assets of $0.2 million, partially offset by accretion of discount on investment securities of $3.0 million.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities consisted of a net loss of $97.9 million, partially offset by a decrease in net operating assets and liabilities of $4.2 million and net non-cash operating expenses of $11.5 million. The decrease in net operating assets and liabilities was attributable to increases in accounts payable, accrued expenses and operating lease liabilities of $4.6 million and deferred revenue of $4.6 million and decreases in a receivable from a former related party of $0.8 million and other assets of $0.6 million, partially offset by an increase in accounts receivable of $5.0 million and prepaid expenses and other current assets of $1.4 million. The non-cash operating expenses consisted primarily of stock-based compensation expense of $16.8 million and amortization of right-of-use operating lease assets of $0.3 million, partially offset by accretion of discount on investment securities of $5.3 million and a gain on an investment in a former related party of $0.3 million.
Previous wording
For the six months ended June 30, 2026, net cash used in investing activities consisted of $804.4 million of purchases of investment securities and $0.2 million of capital expenditures, partially offset by $192.1 million in proceeds from sales and maturities of investment securities.
Current wording
For the nine months ended September 30, 2026, net cash used in investing activities consisted of $1.1 billion of purchases of investment securities and $0.6 million of capital expenditures, partially offset by $403.7 million in proceeds from sales and maturities of investment securities.
Previous wording
For the six months ended June 30, 2025, net cash provided by investing activities consisted primarily of $141.7 million in proceeds from maturities of investment securities, partially offset by $100.4 million of purchases of investment securities.
Current wording
For the nine months ended September 30, 2025, net cash used in investing activities consisted primarily of $380.3 million of purchases of investment securities, partially offset by $220.3 million in proceeds from maturities of investment securities.
Previous wording
For the six months ended June 30, 2026, net cash provided by financing activities consisted primarily of $676.1 million of net proceeds from a public offering, $58.7 million of proceeds from the ATM offering program, $14.9 million of proceeds from the exercise of stock options and $0.1 million of proceeds from common stock issued under our employee stock purchase plan.
Current wording
For the nine months ended September 30, 2026, net cash provided by financing activities consisted primarily of $676.1 million of net proceeds from a public offering, $156.8 million of proceeds from the ATM offering program, $24.0 million of proceeds from the exercise of stock options and $0.4 million of proceeds from common stock issued under our employee stock purchase plan.
Previous wording
For the six months ended June 30, 2025, net cash provided by financing activities consisted primarily of $0.6 million of proceeds from the exercise of stock options and $0.1 million of proceeds from common stock issued under our employee stock purchase plan.
Current wording
For the nine months ended September 30, 2025, net cash provided by financing activities consisted primarily of $272.1 million of net proceeds from the public offering, $2.8 million of proceeds from the exercise of stock options and $0.3 million of proceeds from common stock issued under our employee stock purchase plan.
Previous wording
We lease administrative office space under operating lease agreements in New York, New York, and Waltham, Massachusetts, which expire in February 2031 and January 2027, respectively. In July 2026, we entered into an agreement to lease approximately 11,232 square feet of building space in Waltham, Massachusetts. The term of the lease agreement is approximately seven years commencing on September 15, 2026. The new lease agreement will replace our current lease agreement for office space in Waltham, Massachusetts, which is set to expire in January 2027.
Current wording
We lease administrative office space under operating lease agreements in New York, New York, and Waltham, Massachusetts, which expire in February 2031 and January 2027, respectively. In July 2026, we entered into an agreement to lease approximately 11,232 square feet of building space in Waltham, Massachusetts, with a lease commencement date of February 15, 2027. The term of the lease agreement is approximately seven years. The new lease agreement will replace our current lease agreement for office space in Waltham, Massachusetts, which is set to expire in January 2027.
Previous wording
We enter into agreements with certain vendors for the provision of goods and services, which includes manufacturing services with CDMOs and development and clinical trial services with CROs. These agreements may include certain provisions for purchase obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the agreements. The amount of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific terms of the agreement. These obligations and commitments are not presented separately.
Current wording
We enter into agreements with certain vendors for the provision of goods and services, which includes manufacturing services with CDMOs and development and clinical trial services with CROs. These agreements may include certain provisions for purchase obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the agreements. The amounts of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific terms of the agreement. These obligations and commitments are not presented separately.
Previous wording
In October 2025, we entered into a license agreement with Leads, pursuant to which Leads granted us a royalty-bearing, exclusive license outside of Greater China to develop, manufacture, commercialize, or otherwise exploit DNTH212, a bifunctional fusion protein being developed in China by Leads as LBL-047. We 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 BDCA2 to reduce Type 1 interferon production, while simultaneously inhibiting BAFF/APRIL to suppress B cell function. We are obligated to pay Leads up to $38.0 million, comprised of $30.0 million in upfront and near-term milestone payments plus an additional $8.0 million milestone, payable in cash or our common stock at our election, upon the initiation of a Dianthus-led Phase 1 study, for exclusive rights to develop and commercialize DNTH212 globally outside of Greater China. As of June 30, 2026, we have paid Leads $30.0 million in upfront and near-term milestone payments. We are also obligated to pay up to $962.0 million in development and regulatory approval milestones across three key geographies and sales-based milestones across five indications, as well as tiered royalties from mid-single digits up to a low double-digit on ex-Greater China net sales.
Current wording
In October 2025, we entered into a license agreement with Leads, pursuant to which Leads granted us a royalty-bearing, exclusive license outside of Greater China to develop, manufacture, commercialize, or otherwise exploit DNTH212, a bifunctional fusion protein being developed in China by Leads as LBL-047. We 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 pDC BDCA2 to reduce Type 1 interferon production, while simultaneously inhibiting BAFF/APRIL to suppress B cell function. We are obligated to pay Leads up to $38.0 million, comprised of $30.0 million in upfront and near-term milestone payments plus an additional $8.0 million milestone, payable in cash or our common stock at our election, upon the initiation of a Dianthus-led Phase 1 study, for exclusive rights to develop and commercialize DNTH212 globally outside of Greater China. As of September 30, 2026, we have paid Leads $30.0 million in upfront and near-term milestone payments. We are also obligated to pay up to $962.0 million in development and regulatory approval milestones across three key geographies and sales-based milestones across five indications, as well as tiered royalties from mid-single digits up to a low double-digit on ex-Greater China net sales.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On September 18, 2026, we entered into a Sales Agreement (the “2026 ATM Agreement”) pursuant to which we may sell, from time-to-time, shares of our common stock under an ATM offering for an aggregate sales price of up to $500 million. Any sales of our common stock pursuant to the 2026 ATM Agreement are made under our registration statement on Form S-3ASR, which became automatically effective upon filing on September 18, 2026. To date, no sales have been made pursuant to our 2026 ATM Agreement.