On March 3, 2025, Viridian Therapeutics, Inc. (the "Company") reported to have entered into an Open Market Sale Agreement (the "Sale Agreement") with Jefferies LLC, as sales agent (the "Sales Agent"), pursuant to which the Company may offer and sell from time to time through the Sales Agent, shares of the Company’s common stock, par value $0.01 per share (the "Common Stock"), having an aggregate offering price of up to $300,000,000 (the "Shares") (Filing, Viridian Therapeutics, MAR 3, 2025, View Source [SID1234650886]). The Company intends to use the net proceeds from the offering, if any, to further the clinical development of the Company’s product candidates and prepare for commercialization of any of the Company’s product candidates that receive regulatory approval, including veligrotug, as well as for working capital and general corporate purposes.
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The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3ASR (File No. 333-267351) (the "Registration Statement"), which the Company filed with the U.S. Securities and Exchange Commission (the "SEC") on September 9, 2022 and which became effective upon filing. The Company filed a prospectus supplement, dated March 3, 2025, to the Registration Statement with the SEC in connection with the entry into the Sale Agreement.
Subject to the terms and conditions of the Sale Agreement, the Sales Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided the Sales Agent with customary indemnification and contribution rights, and the Sales Agent will be entitled to a commission of up to 3.0% of the gross proceeds of Shares sold pursuant to the Sale Agreement.
Sales of the Shares, if any, under the Sale Agreement may be made in privately negotiated transactions with the consent of the Company, as block transactions, or by any other method permitted by law deemed to be an "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the Shares and may at any time suspend sales under the Sale Agreement. The Sale Agreement will terminate upon the earlier of (i) the sale of all shares of Common Stock subject to the Sale Agreement and (ii) the termination of the Sale Agreement as permitted therein. The Company and the Sales Agent may each terminate the Sale Agreement at any time upon ten days’ prior notice.
The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The legal opinion of Ropes & Gray LLP relating to the Shares being offered pursuant to the Sale Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.