Magenta Therapeutics, Inc. (Nasdaq: MGTA) (“Magenta”) and Dianthus
Therapeutics, Inc. (“Dianthus”), a privately-held, clinical-stage
biotechnology company dedicated to advancing the next generation of
antibody complement therapeutics, announced today that they have
entered into a definitive merger agreement to combine the companies
in an all-stock transaction. The combined company will focus on
advancing Dianthus’ pipeline of next-generation complement
inhibitors, including DNTH103 currently in a Phase 1 clinical
trial. Upon completion of the merger, the combined company is
expected to operate under the name Dianthus Therapeutics, Inc. and
trade on the Nasdaq under the ticker symbol “DNTH”.
In support of the merger, Dianthus has secured commitments for a
$70 million private investment in its common stock and pre-funded
warrants from a syndicate of healthcare investors led by Fidelity
Management & Research Company, Catalio Capital Management, 5AM
Ventures, Avidity Partners, Wedbush Healthcare Partners and
founding investors Fairmount, Tellus BioVentures and Venrock
Healthcare Capital Partners, that is expected to close immediately
prior to completion of the merger. With the cash expected from both
companies at closing and the proceeds of the concurrent private
financing, the combined company is expected to have approximately
$180 million of cash or cash equivalents immediately post-closing.
The cash resources are intended to be used to advance Dianthus’
pipeline through multiple clinical data catalysts and is expected
to fund operations into mid-2026. The merger and related financing
are expected to close in the third quarter of 2023.
“I’m delighted to announce this planned merger with Magenta,
which comes at a pivotal moment in the evolution of our company as
we advance our pipeline of next-generation complement therapeutics
for people living with severe autoimmune diseases,” said Marino
Garcia, President and Chief Executive Officer of Dianthus
Therapeutics. “Gaining access to the public capital markets can
enhance our financial strength and fuel our growth strategy,
enabling us to unlock the full potential of our pipeline, including
our plans to address multiple autoimmune disorders with our
clinical-stage active C1s inhibitor, DNTH103.”
“After a thorough exploration of our strategic alternatives,
management and our Board of Directors believe the transaction with
Dianthus Therapeutics will culminate in a successful outcome for
our stockholders,” said Steve Mahoney, President, Chief Financial
and Operating Officer of Magenta. “Dianthus has made rapid progress
in developing and advancing DNTH103 into the clinic where it has
the potential to be a transformative classical pathway inhibitor
for severe autoimmune diseases. We are extremely grateful to our
current and former employees who contributed to Magenta’s efforts
to develop its programs and we now look forward to the combined
company’s advancement on opportunities for value creation for
patients.”
Magenta previously announced a comprehensive review of strategic
alternatives in February 2023 and has since completed winding down
a majority of its activities and costs associated with its research
and development initiatives, including the termination of its lease
and the sale of key assets.
About DNTH103DNTH103 is an investigational
long-acting classical complement pathway inhibitor designed as a
less frequent and convenient subcutaneous injection with the
potential to treat people living with severe autoimmune diseases.
DNTH103, a fully human monoclonal antibody, is designed to
selectively target only the active form of the C1s complement
protein, inhibiting only the classical complement pathway, with the
aim of treating patients with a lower dosing volume as a convenient
subcutaneous injection suitable for a self-administered pre-filled
pen. Inhibiting the active form of the complement target seeks to
address a critical treatment gap in current complement therapies
that do not bind selectively to the active protein, wasting a
significant amount of the drug on inert proteins. DNTH103 selective
inhibition of the classical pathway is engineered to preserve
important immune activity of the lectin and alternative complement
pathways needed to protect the body against infections from
encapsulated bacteria. DNTH103 is also enhanced with YTE half-life
extension technology to further reduce dosing frequency.
DNTH103 has a steady cadence of clinical milestones including
top-line Phase 1 data aiming to confirm potent classical pathway
inhibition and favorable, extended pharmacokinetics expected by the
end of 2023, initiation of a Phase 2 trial in generalized
Myasthenia Gravis expected in the first quarter of 2024 followed by
two additional planned Phase 2 trial initiations in other neuro
indications, and planned initiation of an open label proof of
efficacy trial in Cold Agglutinin Disease with patient data
anticipated in the second half of 2024.
About the Proposed Transaction, Management and
OrganizationPre-merger Dianthus stockholders (including
Dianthus stockholders issued shares of Dianthus common stock and
pre-funded warrants in the concurrent private financing) are
expected to own approximately 78.7% of the combined company and
pre-merger Magenta stockholders are expected to own approximately
21.3% of the combined company. The percentage of the combined
company that Magenta’s stockholders will own as of the close of the
transaction is subject to adjustment based on the amount of
Magenta’s net cash at the closing date. Immediately prior to the
closing of the proposed merger, Magenta stockholders will be issued
contingent value rights representing the right to receive certain
payments from proceeds received by the combined company, if any,
related to pre-transaction legacy assets.
Following the merger, the combined company will be led by Marino
Garcia, the current CEO and President of Dianthus Therapeutics, and
the current members of the Dianthus management team. Magenta
Therapeutics, Inc. will be renamed “Dianthus Therapeutics, Inc.”
and the corporate headquarters will be co-located in New York, NY
and Waltham, MA. The merger agreement provides that the Board of
Directors of the combined company will be composed of eight board
members, including all six current Dianthus board members and two
from Magenta. The transaction has been unanimously approved by the
Board of Directors of each company and is expected to close in the
third quarter of 2023, subject to customary closing conditions,
including, the approvals by the stockholders of each company and
other customary closing conditions.
Wedbush PacGrow is serving as lead financial advisor, Houlihan
Lokey Financial Advisors is serving as co-financial adviser and
Goodwin Procter LLP is serving as legal counsel to Magenta
Therapeutics. Jefferies, Evercore ISI, Guggenheim Securities and
Raymond James are serving as the placement agents to Dianthus
Therapeutics, and Gibson, Dunn & Crutcher LLP is serving as
legal counsel to Dianthus Therapeutics.
Webcast PresentationThe companies will host a
webcast presentation to discuss the proposed transaction as well as
Dianthus’ platform and pipeline assets today, May 3, 2023, at 8:30
a.m. ET. The live webcast can be accessed on the Events &
Presentations page of Magenta’s website or by using the participant
webcast link. A webcast of the presentation and associated slides
will be available on the Investors & Media section of Magenta’s
website at https://investor.magentatx.com/ and a replay will be
archived for one year following the presentation.
About Magenta TherapeuticsMagenta Therapeutics
is a biotechnology company focused on improving stem cell
transplantation.
About Dianthus TherapeuticsDianthus
Therapeutics is a clinical-stage biotechnology company dedicated to
designing and delivering novel, best-in-class monoclonal antibodies
with improved selectivity and potency over existing complement
therapies. Based in New York City and Waltham, Mass., Dianthus is
comprised of an experienced team of biotech and pharma executives
who are leading the next generation of antibody complement
therapeutics, aiming to deliver transformative medicines for people
living with severe autoimmune diseases. Dianthus raised a $100
million Series A in April 2022 co-led by 5AM Ventures, Avidity
Partners, and Fidelity Management & Research Company, with
participation from additional investors including Wedbush
Healthcare Partners and founding investors Fairmount, Tellus
BioVentures, and Venrock Healthcare Capital Partners. To learn
more, please visit www.dianthustx.com and follow us on
LinkedIn.
Forward-Looking StatementsCertain statements in
this press release, other than purely historical information, may
constitute “forward-looking statements” within the meaning of the
federal securities laws, including for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995, concerning Magenta, Dianthus, the proposed
concurrent financing and the proposed merger between Magenta and
Dianthus (“Proposed Transaction”) and other matters. These
forward-looking statements include, but are not limited to, express
or implied statements relating to Magenta’s or Dianthus’ management
team’s expectations, hopes, beliefs, intentions or strategies
regarding the future including, without limitation, statements
regarding: the Proposed Transaction and the expected effects,
perceived benefits or opportunities and related timing with respect
thereto, expectations regarding or plans for discovery, preclinical
studies, clinical trials and research and development programs, in
particular with respect to DNTH103, and any developments or results
in connection therewith, including the target product profile of
DNTH103; the anticipated timing of the results from those studies
and trials; expectations regarding the use of proceeds and the time
period over which Dianthus’ capital resources will be sufficient to
fund its anticipated operations; expectations regarding the market
and potential opportunities for complement therapies, in particular
with respect to DNTH103; and the expected trading of the combined
company’s stock on Nasdaq under the ticker symbol “DNTH.” In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words “opportunity,” “potential,” “milestones,”
“pipeline,” “can,” “goal,” “aim,” “strategy,” “target,” “seek,”
“anticipate,” “achieve,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “predict,” “project,” “should,” “will,” “would” and
similar expressions (including the negatives of these terms or
variations of them) may identify forward-looking statements, but
the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements are based on
current expectations and beliefs concerning future developments and
their potential effects. There can be no assurance that future
developments affecting Magenta, Dianthus or the Proposed
Transaction will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond Magenta’s control) or other assumptions
that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not
limited to, the risk that the conditions to the closing or
consummation of the Proposed Transaction are not satisfied,
including the failure to obtain stockholder approval for the
Proposed Transaction; the risk that the concurrent financing is not
completed in a timely manner or at all; uncertainties as to the
timing of the consummation of the Proposed Transaction and the
ability of each of Magenta and Dianthus to consummate the
transactions contemplated by the Proposed Transaction; risks
related to Magenta’s continued listing on Nasdaq until closing of
the Proposed Transaction and the combined company’s ability to
remain listed following the Proposed Transaction; risks related to
Magenta’s and Dianthus’ ability to correctly estimate their
respective operating expenses and expenses associated with the
Proposed Transaction, as applicable, as well as uncertainties
regarding the impact any delay in the closing would have on the
anticipated cash resources of the resulting combined company upon
closing and other events and unanticipated spending and costs that
could reduce the combined company’s cash resources; the occurrence
of any event, change or other circumstance or condition that could
give rise to the termination of the business combination between
Magenta and Dianthus; the effect of the announcement or pendency of
the merger on Magenta’s or Dianthus’ business relationships,
operating results and business generally; costs related to the
merger; the outcome of any legal proceedings that may be instituted
against Magenta, Dianthus or any of their respective directors or
officers related to the merger agreement or the transactions
contemplated thereby; the ability of Magenta or Dianthus to protect
their respective intellectual property rights; competitive
responses to the Proposed Transaction; unexpected costs, charges or
expenses resulting from the Proposed Transaction; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Proposed Transaction;
legislative, regulatory, political and economic developments; and
those uncertainties and factors described under the heading “Risk
Factors,” “Risk Factor Summary” and “Forward-Looking Statements” in
Magenta’s most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the “SEC”) on March 23, 2023,
as well as discussions of potential risks, uncertainties, and other
important factors included in other filings by Magenta from time to
time, any risk factors related to Magenta or Dianthus made
available to you in connection with the Proposed Transaction, as
well as risk factors associated with companies, such as Dianthus,
that operate in the biopharma industry. Should one or more of these
risks or uncertainties materialize, or should any of Magenta’s or
Dianthus’ assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements in
this press release, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary
statements herein. Neither Magenta nor Dianthus undertakes or
accepts any duty to release publicly any updates or revisions to
any forward-looking statements. This press release does not purport
to summarize all of the conditions, risks and other attributes of
an investment in Magenta or Dianthus.
No Offer or SolicitationThis press release and
the information contained herein is not intended to and does not
constitute (i) a solicitation of a proxy, consent or approval with
respect to any securities or in respect of the Proposed Transaction
or (ii) an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities pursuant to the Proposed Transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom. Subject to certain exceptions to be approved
by the relevant regulators or certain facts to be ascertained, the
public offer will not be made directly or indirectly, in or into
any jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS
RELEASE IS TRUTHFUL OR COMPLETE.
Important Additional Information About the Proposed
Transaction Will be Filed with the SECThis press release
is not a substitute for the registration statement or for any other
document that Magenta may file with the SEC in connection with the
Proposed Transaction. In connection with the Proposed Transaction
between Magenta and Dianthus, Magenta intends to file relevant
materials with the SEC, including a registration statement on Form
S-4 that will contain a proxy statement/prospectus of Magenta.
MAGENTA URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MAGENTA, DIANTHUS, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and stockholders will be
able to obtain free copies of the proxy statement/prospectus and
other documents filed by Magenta with the SEC (when they become
available) through the website maintained by the SEC at
www.sec.gov. In addition, investors and stockholders should note
that Magenta communicates with investors and the public using its
website (www.magentatx.com), the investor relations website
(https://investors.magentatx.com/) where anyone will be able to
obtain free copies of the proxy statement/prospectus and other
documents filed by Magenta with the SEC and stockholders are urged
to read the proxy statement/prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the Proposed Transaction.
Participants in the SolicitationMagenta,
Dianthus and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from
stockholders in connection with the Proposed Transaction.
Information about Magenta’s directors and executive officers
including a description of their interests in Magenta is included
in Magenta’s most recent Annual Report on Form 10-K, including any
information incorporated therein by reference, as filed with the
SEC. Additional information regarding these persons and their
interests in the transaction will be included in the proxy
statement/prospectus relating to the Proposed Transaction when it
is filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
Media ContactPeg Rusconi, Verge Scientific
Communicationsprusconi@vergescientific.com
Magenta ContactInvestor@magentatx.com
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