Viridian Therapeutics, Inc. (NASDAQ: VRDN), a biotechnology company focused on discovering and developing potential best-in-class medicines for serious and rare diseases, today announced the pricing of an underwritten public offering of shares of its common stock and, in lieu of common stock to certain investors, shares of Series B non-voting convertible preferred stock. Viridian is selling a total of 10,666,600 shares of common stock at a public offering price of $18.75 per share and 20,000 shares of Series B non-voting convertible preferred stock at a public offering price of $1,250.06250 per share, which are convertible into 1,333,400 shares of common stock, subject to beneficial ownership conversion limits. In addition, Viridian has granted the underwriters a 30-day option to purchase an additional 1,800,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to Viridian from the offering are expected to be approximately $225.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by Viridian and assuming no exercise of the underwriters’ option to purchase additional shares.

All of the shares to be sold in the underwritten public offering are being offered by Viridian. The offering is expected to close on or about September 13, 2024, subject to customary closing conditions.

Viridian intends to use the proceeds from the proposed underwritten public offering of its shares of common stock and Series B preferred stock, together with its cash, cash equivalents and short-term investments, to further its clinical development programs, as well as for working capital and general corporate purposes.

Jefferies, Goldman Sachs & Co. LLC, Stifel and RBC Capital Markets are acting as joint book-running managers for the offering. Wedbush PacGrow is acting as co-manager for this offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (SEC) and became effective on September 9, 2022. A final prospectus supplement and accompanying base prospectus relating to and describing the terms of the offering will be filed with the SEC. The securities described above have not been qualified under any state blue sky laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. The offering will only be made by means of a prospectus, copies of which may be obtained at the SEC’s website at www.sec.gov, or by request to Jefferies LLC (Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022; telephone: 877-821-7388; email: Prospectus_Department@Jefferies.com); Goldman Sachs & Co. LLC (Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com); or Stifel, Nicolaus & Company, Incorporated (Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com).

About Viridian Therapeutics, Inc.

Viridian is a biopharmaceutical company focused on engineering and developing potential best-in-class medicines for patients with serious and rare diseases. Viridian’s expertise in antibody discovery and protein engineering enables the development of differentiated therapeutic candidates for previously validated drug targets in commercially established disease areas.

Viridian is advancing multiple candidates in the clinic for the treatment of patients with thyroid eye disease (TED). The company is conducting a pivotal program for veligrotug, including two global phase 3 clinical trials (THRIVE and THRIVE-2), to evaluate its efficacy and safety in patients with active and chronic TED. Viridian is also advancing VRDN-003 as a potential best-in-class subcutaneous therapy for the treatment of TED, including two ongoing global phase 3 clinical trials, REVEAL-1 and REVEAL-2, to evaluate the efficacy and safety of VRDN-003 in patients with active and chronic TED.

In addition to its TED franchise, Viridian is advancing a novel portfolio of neonatal Fc receptor (FcRn) inhibitors, including VRDN-006 and VRDN-008, which has the potential to be developed in multiple autoimmune diseases.

Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or other similar terms or expressions that concern the company’s expectations, plans and intentions. Forward-looking statements include, without limitation, statements regarding the underwritten public offering; the company’s expectations with respect to the use of the net proceeds from the underwritten public offering; the company’s belief that VRDN-003 may be a best-in-class subcutaneous therapy for the treatment of TED; and the potential for the company’s novel portfolio of FcRn inhibitors to be developed in multiple autoimmune diseases. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on the company’s current beliefs, expectations and assumptions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to: the satisfaction of customary closing conditions related to the underwritten public offering; and other risks and uncertainties identified in the company’s filings with the SEC, including those risks set forth under the caption “Risk Factors” in the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 8, 2024, and other subsequent disclosure documents filed with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither the company, nor its affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the company’s views as of any date subsequent to the date hereof.

Source: Viridian Therapeutics, Inc.

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