The Life Sciences team advised longtime client Magenta Therapeutics (Nasdaq: MGTA) on its entry into a definitive merger agreement to combine with Dianthus Therapeutics 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 Nasdaq under the ticker symbol “DNTH”.

In support of the merger, the parties have secured commitments for a $70 million private investment in Dianthus’ common stock 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 Partners, Tellus BioVentures and Venrock Healthcare Capital Partners, which 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 merger and related financing are expected to close in the third quarter of 2023.

Magenta Therapeutics is a biotechnology company focused on improving stem cell transplantation.

The Goodwin team was led by Bill Collins, Mike Patrone and Marianne Sarrazin, and included Wei Xu, Stephanie Isaia, Janet Hsueh, Alexandra Singer, Andrew Goodman, Sarah Bock, Morgan Frisoli, Brian Muhkerjee, Tim Worden, Alex Varond, Ed Holzwanger, Caroline Bullerjahn, Jacqueline KlosekDan Karelitz and Loren Goodman.

For additional details on the transaction, please read the press release.