DEF 14A of Dianthus Therapeutics, Inc. /DE/, Apr 10, 2025

DEF 14A of Dianthus Therapeutics, Inc. /DE/

Filed Apr 10, 2025 · FY20240000950170-25-052874

Open on EDGAR

  1. NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

    | | Page | | PROXY STATEMENT | 1 | | GENERAL INFORMATION | 2 | | MANAGEMENT AND CORPORATE GOVERNANCE | 5 | | DIRECTOR COMPENSATION | 16 | | EXECUTIVE COMPENSATION | 18 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 25 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT | 29 | | INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS | 32 | | REPORT OF THE AUDIT COMMITTEE | 34 | | PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS | 35 | | PROPOSAL NO. 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 36 | | PROPOSAL NO. 3 – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 37 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR NEXT YEAR'S ANNUAL MEETING | 38 | | OTHER MATTERS | 38 |

  2. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES

  3. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of April 10, 2025.

  4. Nominees for Election as Class I Directors

    | Name | Positions Held with Dianthus | Director Since (1) | Age | | Marino Garcia | Director, Chief Executive Officer and President | 2021 | 58 | | Paula Soteropoulos | Independent Director | 2022 | 57 |

  5. Nominees for Election as Class I Directors

    (1) Tenure includes service as a member of the Board of Former Dianthus prior to the Reverse Merger. Marino Garcia. Mr. Garcia has served as our President and Chief Executive Officer and as a member of our Board of Directors since November 2021. Prior to joining us, Mr. Garcia served as Senior Vice President, Corporate and Business Development at Zealand Pharma A/S, a biotechnology company, from October 2018 to October 2021. Mr. Garcia previously served as Executive Vice President, Chief Strategy Officer at Synergy Pharmaceuticals from 2014 to 2018. Prior to Synergy, Mr. Garcia served as Head of Business Development for Aptalis Pharma when it was acquired by Forest Laboratories (now Allergan, an AbbVie Company) in 2014. Previously he served as Vice President, US Commercial Operations and Global New Product Development at Aspreva Pharmaceuticals, which was acquired by Vifor Pharma in 2007. Aspreva was developing CellCept (myocophenolate mofetil) for a range of autoimmune diseases, including Lupus Nephritis, Myasthenia Gravis, and Pemphigus Vulgaris. Mr. Garcia started his career in various commercial and strategic roles at large, multinational biopharmaceutical companies, including Merck & Co., Pfizer Inc. and Eli Lilly and Co. Mr. Garcia received his M.B.A. from the Ivey Business School at Western University in London, Ontario and his Bachelor of Commerce from Concordia University in Montreal, Quebec. We believe that Mr. Garcia is qualified to serve on the Board because of his significant operational and senior management experience in the biopharmaceutical industry. Paula Soteropoulos. Ms. Soteropoulos has served as a member of our Board of Directors since April 2022. Ms. Soteropoulos currently serves as the Chairman of the board of Ensoma, Inc., a private venture-backed company, where she began as founding Executive Chairman in March 2020. She also served as Interim CEO for Ensoma from January 2024 to May 2024. She has served on the board of directors of Rallybio Corporation (Nasdaq: RLYB) since November 2020, and on the board of directors of uniQure N.V (Nasdaq: QURE) from July 2013 to June 2024. Since January 2023, she also has served as a Venture Partner to 5AM Ventures, an investment firm. From January 2015 through September 2019, she served as President and Chief Executive Officer of Akcea Therapeutics Inc. (Nasdaq: AKCA), a biopharmaceutical company. From July 2013 to December 2014, she served as Senior Vice President and General Manager, Cardiometabolic Business and Strategic Alliances at Moderna, Inc. Prior to this, Ms. Soteropoulos worked at Genzyme Corporation, a biotechnology company, from 1992 to 2013, most recently as Vice President and General Manager, Cardiovascular, Rare Diseases. Ms. Soteropoulos holds a Bachelor of Science degree in chemical engineering and a Master of Science degree in chemical and biochemical engineering, both from Tufts University, and holds an executive management certificate from the University of Virginia, Darden Graduate School of Business Administration. Ms. Soteropoulos serves on the Advisory Board for the Chemical and Biological Engineering Department of Tufts University. We believe that Ms. Soteropoulos is qualified to serve on the Board because of her experience advising biotechnology companies in the areas of drug development, global commercialization and manufacturing.

  6. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupations and business experiences during the last five years and their ages as of April 10, 2025.

  7. Directors Continuing in Office

    | Name | Positions Held with Dianthus | Director Since (1) | Class and Year in Which Term Will Expire | Age | | Sujay Kango | Independent Director | 2025 | Class II—2026 | 61 | | Anne McGeorge | Independent Director | 2019 | Class II—2026 | 64 | | Jonathan Violin, Ph.D. | Independent Director | 2019 | Class II—2026 | 49 | | Alison F. Lawton | Independent Chair of the Board | 2020 | Class III—2027 | 63 | | Leon O. Moulder, Jr. | Independent Director | 2019 | Class III—2027 | 67 | | Steven Romano, M.D. | Independent Director | 2024 | Class III—2027 | 65 |

  8. Directors Continuing in Office

    (1) Tenure includes service as a member of the Board of Former Dianthus prior to the Reverse Merger, if applicable.

  9. Class II Directors (Term expires at the 2026 annual meeting of stockholders)

    Class II Directors (Term expires at the 2026 annual meeting of stockholders) Sujay Kango. Mr. Kango has served as a member of our Board of Directors since March 2025. Mr. Kango is an experienced executive with more than 25 years of experience in the pharmaceutical and biotechnology sector. He is the Co-Founder of a privately held start-up biotechnology company operating in stealth mode and has served as its President and CEO since September 2023. Mr. Kango has served as a board member of Adanate, Inc. since July 2023, and previously served on the boards of MEI Pharma, Inc. (Nasdaq: MEIP) from December 2021 to November 2023, and Infinity Pharmaceuticals, Inc. (Nasdaq: INFI) from February 2022 to June 2023. Mr. Kango was the President and Chief Executive Officer of Tmunity Therapeutics, a clinical stage research and development CAR-T therapy company, from September 2022 until it was acquired by Gilead Sciences in February 2023. From February 2018 to December 2021, he served as the Executive Vice President, Chief Commercial Officer of Acceleron Pharma, which was acquired by Merck & Co. for over $11.5 billion. Mr. Kango has been responsible for over five blockbuster products and launches, including Reblozyl, Nexavar, Kyprolis, Peg-Intron, and Remicade. He earned a B.S. in Microbiology and an M.B.A. from McNeese State University. We believe that Mr. Kango is qualified to serve on the Board because of his extensive commercial and executive leadership experience in the biopharmaceutical industry, as well as his experience as a director on public and private boards of directors. Anne McGeorge. Ms. McGeorge has been a member of our Board of Directors since September 2023, and was a member of the board of directors of Magenta Therapeutics, Inc., our predecessor company, from June 2019 until September 2023. Ms. McGeorge has over 35 years of experience providing strategic guidance and operational oversight to health care organizations. Ms. McGeorge has been on the adjunct faculty at the University of North Carolina at Chapel Hill since August 2005. Ms. McGeorge currently serves on the board of directors, as well as the Chair of the Audit Committee and a member of the Compensation Committee, of The Oncology Institute, Inc. (Nasdaq: TOI). She also serves on the board of directors, as well as the Audit Committee Chair of two private companies CitiusTech, a health care technology company, and Nimbus Therapeutics, LLC, a biotech company. She is also on the board of CLEAR Insurance, a Cayman based captive insurance company, the National Marrow Donor Program (Be The Match), a 501(c)(3) organization, and the William and Mary Raymond Mason School of Business Foundation. She is on the advisory board at FCA Healthcare Innovations (formerly Dioko Ventures), a venture capital company. Additionally, Ms. McGeorge previously served on the board of directors of SOC Telemed, Inc. (Nasdaq: TLMD) from October 2020 until it was acquired by Patient Square Capital, Inc. in April 2022. Prior to her retirement in July 2017, Ms. McGeorge worked at Grant Thornton LLP where she routinely advised clients on audit and financial matters relating to the healthcare industry. During her time at Grant Thornton LLP, Ms. McGeorge was Managing Partner of Grant Thornton LLP’s Health Care Industry Practice from January 2006 to July 2017 as well as Global Managing Partner for Grant Thornton International’s Health Care Industry Practice from August 2015 to July 2017. Ms. McGeorge was formerly a Partner at Deloitte & Touche LLP from 2002 to 2005 and at Arthur Andersen LLP from 1997 to 2002. Ms. McGeorge received a B.B.A. in Business and Accounting from the College of William and Mary, and an M.S. in Accounting/Taxation from the University of Virginia. We believe that Ms. McGeorge is qualified to serve on the Board based on her extensive experience providing auditing and financial services for the healthcare industry. Jonathan Violin, Ph.D. Dr. Violin has served as a member of our Board of Directors since July 2019 when he co-founded Dianthus Therapeutics, Inc. prior to its merger with Magenta Therapeutics, Inc. Dr. Violin has served as a Venture Partner at Fairmount Funds Management LLC (“Fairmount”), a healthcare investment firm, since June 2023, and as President, Interim CEO, and member of the board of directors of Crescent BioPharma, Inc. since October 2024. Prior to joining Fairmount, Dr. Violin served as President, Chief Executive Officer and member of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN), a biopharmaceutical company, from January 2021 to February 2023, and he previously served as President and Chief Operating Officer of Viridian from October 2020 until January 2021. He was the Co-Founder of Viridian’s predecessor and led its operations from April 2020 to its acquisition. Dr. Violin also co-founded Quellis Biosciences, Inc., a biotechnology company (acquired by Astria Therapeutics, Inc. (Nasdaq: ATXS), formerly Catabasis Pharmaceuticals, Inc.), in 2018 and, since January 2021, has served on the Astria Therapeutics board of directors. Prior to that, he co-founded and helped lead Trevena Inc. (Nasdaq: TRVN), a biotechnology company, in various roles from 2008 until November 2018, including most recently as Senior Vice President, Scientific Affairs and Investor Relations Officer. Dr. Violin received a Ph.D. from the Department of Pharmacology in the Biomedical Sciences Program at the University of California, San Diego, a M.B.A. with a concentration in Health Sector Management from the Fuqua School of Business at Duke University, and a B.S. in Chemical Pharmacology from Duke University. We believe that Dr. Violin is qualified to serve on the Board because of his extensive experience and innovations in the field of biotechnology and his academic expertise and accomplishments.

  10. Class III Directors (Term expires at the 2027 annual meeting of stockholders)

    Class III Directors (Term expires at the 2027 annual meeting of stockholders) Alison F. Lawton. Ms. Lawton has served as a member of our Board of Directors since September 2023, and as the Chair of our Board of Directors since July 2024. Ms. Lawton previously served as a member of the board of directors of Magenta Therapeutics, Inc., our predecessor company, from December 2020 to September 2023, and the Chair of the Board of Directors of Magenta from August 2021 to September 2023. Ms. Lawton is an executive leader with more than 30 years of experience in biopharma. She served as President and Chief Executive Officer of Kaleido Biosciences, Inc. (“Kaleido”), a pharmaceutical company, from August 2018 to June 2020, and served as President and Chief Operating Officer from December 2017 to August 2018. Prior to joining Kaleido, Ms. Lawton served as Chief Operating Officer at Aura Biosciences, Inc. (“Aura”), an oncology therapeutics company, from January 2015 until December 2017, and, prior to joining Aura, served as a consultant to Aura from March 2014 to December 2014. From January 2013 to January 2014, Ms. Lawton served as Chief Operating Officer at OvaScience Inc., a life sciences company. From 2014 to 2017, Ms. Lawton also served as a biotech consultant for various companies, including as Chief Operating Officer consultant at X4 Pharmaceuticals Inc. (Nasdaq: XFOR). Prior to that, Ms. Lawton spent more than 20 years in various positions of increasing responsibility, including as Senior Vice President and General Manager of Genzyme Biosurgery, a division of Genzyme Corporation which is a global pharmaceutical company, and prior to that, Senior Vice President of Market Access at Genzyme, and subsequently at Sanofi S.A., also a global biopharmaceutical company, following the acquisition of Genzyme by Sanofi in 2011. Additionally, Ms. Lawton previously served two terms as the industry representative on the U.S. Food & Drug Administration’s Cell & Gene Therapy Advisory Committee and as Chairman of the Board of the Regulatory Affairs Professional Society. Ms. Lawton has served on the board of directors of ProQR Therapeutics N.V. (Nasdaq: PRQR) since September 2014 and X4 Pharmaceuticals since October 2020 and is currently a director of the private company BlueRock Therapeutics LP. Ms. Lawton previously served on the boards of directors of Spyre Therapeutics Inc. (Nasdaq: SYRE) from December 2020 to January 2024, SwanBio Therapeutics, AgBiome LLC and Kaleido (Nasdaq: KLDO) from August 2018 to October 2020, Verastem, Inc. (Nasdaq: VSTM) from November 2012 to May 2020, CoLucid Pharmaceuticals, Inc., (Nasdaq: CLCD) a formerly public biotechnology company from March 2016 until its acquisition by Eli Lilly and Company in March 2017, and Cubist Pharmaceuticals, Inc.,(Nasdaq: CBST) a formerly public biopharmaceutical company, from February 2012 to December 2014 prior to its acquisition by Merck & Co. in January 2015. Ms. Lawton holds a B.Sc. in Pharmacology from Kings College, University of London. We believe that Ms. Lawton is qualified to serve on the Board based on her roles on public and private boards of directors as well as her extensive experience in the life sciences industry. Leon O. Moulder, Jr. Mr. Moulder has served as a member of our Board of Directors since July 2019, and as the Chair of our Board of Directors from July 2019 to June 2024. Mr. Moulder is the sole Managing Member of Tellus BioVentures, LLC (“Tellus BioVentures”), a life science investment fund he founded in March 2019. Mr. Moulder also founded Zenas BioPharma (Nasdaq: ZBIO), a biopharmaceutical company, in December 2019 and has served as Chairman of its board of directors since its inception and its Chief Executive Officer from its inception to April 2021 and from July 2023. From May 2010 to January 2019, Mr. Moulder was the co-founder, Chief Executive Officer and a member of the board of directors of TESARO, Inc., a formerly public biopharmaceutical company that was acquired by GlaxoSmithKline plc. From April 2009 to January 2010, Mr. Moulder served as Vice Chairman of the board of directors, President and Chief Executive Officer of Abraxis BioScience, Inc., a biotechnology company. Before that, Mr. Moulder served as Vice Chairman of Eisai Corporation of North America, a pharmaceutical company and wholly owned subsidiary of Eisai Co., Ltd., from January 2008 until January 2009, following Eisai Co., Ltd.’s acquisition of MGI PHARMA, Inc., in January 2008. Mr. Moulder served as President and Chief Executive Officer and as a member of the board of directors of MGI PHARMA, Inc. from May 2003 to January 2008. Mr. Moulder currently serves as a director for Zai Lab Ltd. (Nasdaq: ZLAB) and several privately held Tellus BioVentures portfolio companies, and he previously served on the board of Trevena, Inc. (Nasdaq: TRVN) from November 2011 until December 2023. Mr. Moulder earned a B.S. in Pharmacy from Temple University and an M.B.A. from the University of Chicago. Mr. Moulder is a Trustee of Temple University and a council member for the University of Chicago Booth School of Business. We believe that Mr. Moulder is qualified to serve on the Board because of his significant operational and senior management experience in the biopharmaceutical industry, as well as his extensive experience as a director on public and private boards in the industry. Steven Romano, M.D. Dr. Romano has served as a member of our Board of Directors since September 2024. Dr. Romano has served as the Executive Vice President, Chief Research and Development Officer of Silence Therapeutics, Inc. (Nasdaq: SLN), a biotechnology company, since June 2024, and prior to that at Silence Therapeutics he was the Head of Research and Development from April 2023 to June 2024, and a Non-Executive Director from July 2019 to April 2023. Dr. Romano is a pharmaceutical executive and board-certified psychiatrist and pharmaceutical executive with over 28 years of drug development experience across a wide range of therapeutic and disease areas. Dr. Romano served as Executive Vice President and Chief Scientific Officer at Mallinckrodt Pharmaceuticals, where he had responsibility for research and development, regulatory, safety sciences and medical affairs from May 2015 to December 2022. Prior to joining Mallinckrodt, Dr. Romano spent 16 years at Pfizer, Inc. where he held a series of senior research and development and medical roles, most recently as Senior Vice President, Head, Global Medicines Development, Global Innovative Pharmaceuticals Business. He has recently served as Chairman of the Board of the National Pharmaceutical Council, a non-profit health policy research organization, and is a past president of the International Society for CNS Clinical Trials and Methodology, an independent organization focused on enhancing therapeutic development of central nervous system therapeutics. Dr. Romano received his M.D. from the University of Missouri-Columbia School of Medicine and graduated from Washington University in St. Louis with a bachelor’s degree in biology and English literature. We believe that Dr. Romano is qualified to serve on the Board because of his extensive research and clinical development experience.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation paid to our non-employee directors during 2024. Mr. Garcia did not receive compensation for his service as a director and is not included in this table. The compensation received by Mr. Garcia as an employee during 2024 is presented under “Executive Compensation—2024 Summary Compensation Table” below. Mr. Kango did not serve on our Board of Directors in 2024.

  12. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid In Cash ($) | Option Awards ($) (1) | Total ($) | | Tomas Kiselak (2) | 55,000 | 182,408 | 237,408 | | Alison F. Lawton | 70,500 | 182,408 | 252,908 | | Anne McGeorge | 56,000 | 182,408 | 238,408 | | Lei Meng (3) | 19,328 | — | 19,328 | | Leon O. Moulder, Jr. | 64,000 | 182,408 | 246,408 | | Steven Romano, M.D. (4) | 13,125 | 446,145 | 459,270 | | Paula Soteropoulos | 57,500 | 182,408 | 239,908 | | Jonathan Violin, Ph.D. | 45,000 | 182,408 | 227,408 |

  13. DIRECTOR COMPENSATION

    (1) Amounts in this column reflect the grant date fair value of option awards granted under the Incentive Plan, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation— Stock Compensation (“FASB ASC Topic 718”). Fair value is calculated as of the grant date using the Black-Scholes option-pricing model. The determination of the fair value of share-based payment awards made on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. Our assumptions in determining fair value are described in note 12 to our audited consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K. As of December 31, 2024, each director or former director held the following outstanding stock options: Mr. Kiselak, 17,500; Ms. Lawton, 25,426; Ms. McGeorge, 23,298; Ms. Meng, 0; Mr. Moulder, 17,500; Dr. Romano, 22,000; Ms. Soteropoulos, 46,292; and Dr. Violin, 17,500. (2) Mr. Kiselak was required to transfer, assign and pledge any cash consideration or similar payments that he received as a result of his service on our Board of Directors to Fairmount Funds Management LLC. Mr. Kiselak is also required, to the extent that he elects to exercise any stock options, to transfer, assign and pledge the shares received to Fairmount Funds Management LLC. Mr. Kiselak served as a member of our Board of Directors until March 4, 2025. (3) Ms. Meng was required to transfer, assign and pledge any cash consideration or similar payments that she received as a result of her service on our Board of Directors to Avidity Partners. Ms. Meng was also required, to the extent that she elected to exercise any stock options, to transfer, assign and pledge the shares received to Avidity Partners. Ms. Meng served as a member of our Board of Directors until May 23, 2024. (4) Dr. Romano has served as a member of our Board of Directors since September 2024. Our non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Our non-employee director compensation program for 2024 provided for the following: • an annual cash retainer of $40,000 for members of the Company’s Board of Directors (or $70,000 for the chair of the Company’s Board of Directors); • an additional annual cash retainer of $7,500 for service on the Audit Committee (or $15,000 for service as chair of the Audit Committee); • an additional annual cash retainer of $5,000 for service on the Compensation Committee (or $10,000 for service as chair of the Compensation Committee); • an additional annual cash retainer of $5,000 for service on the Science and Technology Committee (or $10,000 for service as chair of the Science and Technology Committee); • an additional annual cash retainer of $4,000 for service on the Nominating and Corporate Governance Committee (or $8,000 for service as chair of the Nominating and Corporate Governance Committee); an annual equity grant of 11,000 stock options, subject to one-year cliff vesting on the earlier of the next annual shareholder meeting or the first anniversary of the date of grant; and an initial equity grant of 22,000 stock options in connection with a director’s appointment to the Company’s Board of Directors, subject to vesting on the first, second and third anniversary of the date of grant. In accordance with the program, each member of our Board of Directors, other than Dr. Romano and Mr. Kango, received a grant of 11,000 stock options on May 23, 2024, which was the date of our 2024 Annual Meeting of Stockholders, and such options will vest on the earlier of the Company’s 2025 Annual Meeting of Stockholders and May 23, 2025. Dr. Romano received a grant of 22,000 stock options on September 16, 2024, the date of his appointment to the Board, and such options will vest in equal installments on the first, second and third anniversary of the date of grant.

  14. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of the NEOs for the fiscal years ended December 31, 2024 and 2023.

  15. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Marino Garcia | 2024 | 600,000 | — | 7,899,500 | 330,000 | 13,800 | 8,843,300 | | President and Chief Executive Officer | 2023 | 174,863 | — | — | 321,159 | — | 496,022 | | Ryan Savitz | 2024 | 464,000 | — | 3,346,666 | 185,600 | 5,879 | 4,002,145 | | Chief Financial Officer, Chief Business Officer and Treasurer | 2023 | 135,511 | — | — | 194,140 | — | 329,651 | | Simrat Randhawa, M.D. | 2024 | 482,000 | — | 3,346,666 | 192,800 | 13,800 | 4,035,266 | | Chief Medical Officer | 2023 | 139,495 | — | — | 198,663 | — | 338,158 |

  16. 2024 Summary Compensation Table

    (1) Amounts in this column for 2024 reflect the grant date fair value of option awards granted under the Incentive Plan, calculated in accordance with FASB ASC Topic 718. Fair value is calculated as of the grant date using the Black-Scholes option-pricing model. The determination of the fair value of share-based payment awards made on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. Our assumptions in determining fair value are described in note 12 to our audited consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K. (2) Amounts in this column for 2024 represent the annual cash incentive payouts earned by each NEO for performance in 2024, which was paid in February 2025. For more information regarding the 2024 annual cash incentive program, see “Narrative Disclosure to Summary Compensation Table—2024 Annual Cash Incentives” below. (3) Amounts in this column for 2024 include Company contributions to the NEOs’ accounts under a multi-employer tax-qualified 401(k) savings plan.

  17. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table presents information regarding all outstanding stock options held by each of the NEOs on December 31, 2024. None of the NEOs held any outstanding stock awards as of December 31, 2024.

  18. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Marino Garcia | 140,802 | 41,857(1) | 6.70 | 11/3/2031 | | | 251,301 | 74,703(1) | 8.44 | 6/6/2032 | | | 63,019 | 211,981(2) | 17.88 | 1/23/2034 | | | 35,434 | 207,566(3) | 21.77 | 5/22/2034 | | Ryan Savitz | 77,974 | 46,792(4) | 8.44 | 6/6/2032 | | | 27,500 | 92,500(2) | 17.88 | 1/23/2034 | | | 14,581 | 85,419(3) | 21.77 | 5/22/2034 | | Simrat Randhawa, M.D. | 63,983 | 31,991(5) | 8.44 | 6/6/2032 | | | 27,500 | 92,500(2) | 17.88 | 1/23/2034 | | | 14,581 | 85,419(3) | 21.77 | 5/22/2034 |

  19. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) These stock options vest in equal monthly installments through November 30, 2025, subject to Mr. Garcia’s continued employment through each vesting date. (2) These stock options vest in equal monthly installments through January 1, 2028, subject to the NEO’s continued employment through each vesting date. (3) These stock options vest in equal monthly installments through May 1, 2028, subject to the NEO’s continued employment through each vesting date. (4) These stock options vest in equal monthly installments through June 30, 2026, subject to Mr. Savitz’s continued employment through each vesting date. (5) These stock options vest in equal monthly installments through April 30, 2026, subject to Dr. Randhawa’s continued employment through each vesting date.

  20. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under their amended employment agreements, each of Messrs. Garcia and Savitz and Dr. Randhawa is eligible for severance benefits in the event of a termination by the Company without “cause” (as defined in the agreement) or resignation for “good reason” (as defined in the agreement). In the event of such termination, subject to execution and non-revocation of a release of claims, the NEO will be eligible to receive: (i) cash severance equal to nine months of base salary (or, for Mr. Garcia, 12 months) and (ii) partial reimbursement of COBRA premiums for nine months (or, for Mr. Garcia, 12 months). Under the amendment employment agreements, in the event the NEO is terminated by the Company without cause or resigns for good reason, in each case, on or within 12 months following a sale event (as defined in the Incentive Plan), the NEO will receive the following in lieu of the severance benefits described above, subject to execution and non-revocation of a release of claims: (i) cash severance equal to 1.0x (or, for Mr. Garcia,1.5x), the sum of the executive’s base salary and target annual bonus; (ii) partial reimbursement of COBRA premiums for 12 months (or, for Mr. Garcia, 18 months); and (iii) full acceleration of all outstanding equity and equity-based awards. The amended employment agreements provide for a standard best after-tax provision in the event any such severance is considered a parachute payment for purposes of Section 280G of the Code.

  21. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial and operational performances of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its compensation decisions for the 2024 fiscal year. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers.

  22. Pay Versus Performance

    | Year | Summary Compensation Table for Mr. Garcia (1) | Summary Compensation Table Total for Mr. Mahoney (1) | Summary Compensation Table Total for Dr. Gardner (1) | Compensation Actually Paid to Mr. Garcia (2) | Compensation Actually Paid to Mr. Mahoney (2) | Compensation Actually Paid to Dr. Gardner (2) | | 2024 | $8,843,300 | N/A | N/A | $12,033,071 | N/A | N/A | | 2023 | $496,022 | $1,656,676 | $667,649 | $343,583 | $1,619,484 | $507,070 | | 2022 | N/A | N/A | $1,654,848 | N/A | N/A | $3,783 | | Year | Average Summary Compensation Table Total for Non-PEO NEOs Officer (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) | Net Income/(Loss) ($ in thousands) (5) | | | | 2024 | $4,018,706 | $4,945,979 | $30.76 | $(84,969) | | | | 2023 | $841,814 | $794,735 | $14.67 | $(43,545) | | | | 2022 | $1,065,057 | $24,766 | $8.92 | $(28,476) | | |

  23. Pay Versus Performance

    (1) During fiscal years 2022 through 2024, the following individuals served as “principal executive officer” during the time periods set forth below (collectively, our “PEOs”):

  24. Pay Versus Performance

    | Name | Dates as PEO During Fiscal Years 2022 through 2024 | | Jason Gardner, D.Phil. | January 1, 2022 through February 7, 2023 | | Stephen Mahoney | February 7, 2023 through September 11, 2023 | | Mr. Garcia | September 11, 2023 through December 31, 2024 |

  25. Pay Versus Performance

    The dollar amounts reported in these columns represent the amount of total compensation, as disclosed in the Summary Compensation Table for the applicable year, for our NEOs. Please refer to “Executive Compensation—Summary Compensation Table” above. The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEOs and the average “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs or non-PEO NEOs during the applicable fiscal year.

  26. Pay Versus Performance

    | | Mr. Garcia 2024 | Average Non-PEO NEOs 2024 | | Summary Compensation Table Total | 8,843,300 | 4,018,706 | | Subtract, value of “Option Awards” reported in Summary Compensation Table | (7,899,500) | (3,346,666) | | Add, year-end fair value of outstanding and unvested equity awards granted in the year | 6,784,014 | 2,847,326 | | Add year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 906,275 | 294,909 | | Add, fair value as of vesting date of equity awards granted and vested in the year | 1,948,088 | 823,771 | | Add, change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | 1,450,894 | 307,933 | | Compensation actually paid | $12,033,071 | $4,945,979 |

  27. Pay Versus Performance

    The dollar amounts reported in this column represent the average of the total compensation, as disclosed in the Summary Compensation Table for the applicable year, for our NEOs as a group (excluding our PEOs), which includes: (i) for 2024, Mr. Savitz and Dr. Randhawa, (ii) for 2023, Mr. Savitz, Dr. Randhawa, Thomas Beetham and Lisa Olson, and (iii) for 2022, Mr. Mahoney, Dr. Olson and Jeffrey Humphrey, M.D. (4) Cumulative total stockholder return (“TSR”) is calculated by dividing the difference between our stock price at the end of the applicable measurement period and the beginning of the measurement period by our stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021. (5) The dollar amounts reported represent the amount of net income (loss) reflected in our audited consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2024 and 2023.

  28. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. The following graphs display the compensation actually paid (“CAP”) to our NEOs compared to our TSR and our net income (loss) for fiscal 2022, 2023 and 2024. The Company does not look to net income (loss) as a performance measure for its executive compensation program and instead looks at operational metrics, such as drug development milestones, pipeline progress, regulatory compliance, intellectual property, partnerships and collaborations, and general financial health of the Company.

  29. PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS In accordance with our certificate of incorporation and By-laws, our Board of Directors is divided into three classes. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Our Board has nominated Marino Garcia and Paula Soteropoulos for election as Class I directors at the Annual Meeting to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Each of Mr. Garcia and Ms. Soteropoulos were designated to serve on the Board as a designee of Former Dianthus pursuant to the Merger Agreement. Each of the nominees has consented to serve as a director if elected. If the nominees become unable or, for good cause, unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board, or our Board may decrease the size of the class and Board.