Viridian Therapeutics Announces Proposed Concurrent Public Offerings of Convertible Senior Notes Due 2032, Common Stock and Series B Non-Voting Convertible Preferred Stock
Viridian Therapeutics, Inc. a biotechnology company focused on discovering, developing and commercializing potential best-in-class medicines for autoimmune and rare diseases, announced that it has commenced underwritten public offerings of $150.0 million aggregate principal amount of convertible senior notes due 2032 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”) and $100.0 million of shares of its common stock and, in lieu of common stock to certain investors, shares of its Series B non-voting convertible preferred stock.
In addition, Viridian intends to grant the underwriters of the Convertible Notes Offering a 30-day option to purchase up to an additional fifteen percent (15%) of Convertible Notes offered in the Convertible Notes Offering, solely to cover over-allotments. Viridian also intends to grant the underwriters of the Equity Offering a 30-day option to purchase up to an additional fifteen percent (15%) of shares of its common stock and shares of its common stock underlying Series B non-voting convertible preferred stock offered in the Equity Offering.
Each share of Series B preferred stock will be convertible into 66.67 shares of common stock at the election of the holder, subject to beneficial ownership conversion limits applicable to the Series B preferred stock.
Neither the closing of the proposed Convertible Notes Offering nor the closing of the proposed Equity Offering is contingent upon the closing of the other offering, so it is possible that the Convertible Notes Offering occurs and the Equity Offering does not occur, and vice versa, or neither occurs. The proposed offerings are subject to market and other conditions, and there can be no assurance as to whether or when the proposed offerings may be completed, or as to the actual size or terms of the offerings.
The Convertible Notes will be general, unsecured, senior obligations of Viridian and interest will be payable semi-annually in arrears. The Convertible Notes will mature on May 15, 2032, unless earlier converted, redeemed or repurchased by Viridian. Upon conversion, Viridian will pay or deliver, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Viridian’s election. The interest rate, initial conversion rate, offering price and other terms are to be determined upon the pricing of the Convertible Notes.
Viridian intends to use the net proceeds from the proposed Convertible Notes Offering, if consummated, and the proposed Equity Offering, if consummated, to repay all outstanding indebtedness under the Loan and Security Agreement with Hercules Capital, Inc., to fund market expansion studies for its TED franchise, and to advance the research and development of its earlier pipeline, as well as for working capital and other general corporate purposes.
Jefferies, Leerink Partners, and Goldman Sachs & Co. LLC are acting as joint book-running managers and LifeSci Capital is acting as lead manager for the proposed Convertible Notes Offering. Jefferies, Leerink Partners, and Goldman Sachs & Co. LLC are acting as joint book-running managers and LifeSci Capital and Wedbush PacGrow are acting as lead managers for the proposed Equity Offering.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (SEC) and became effective on September 5, 2025. A preliminary prospectus supplement and accompanying base prospectus relating to and describing the terms of each of the Convertible Notes Offering and Equity 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.
About Viridian Therapeutics, Inc.
Viridian is a biotechnology company focused on discovering, developing, and commercializing potential best-in-class medicines for patients with autoimmune and rare diseases. Viridian’s expertise in antibody discovery and protein engineering enables the development of differentiated therapeutic candidates for validated drug targets and disease-driving mechanisms in autoimmune and rare diseases.
Viridian is advancing multiple late-stage, anti-insulin-like growth factor-1 receptor (“IGF-1R”) candidates in the clinic for the treatment of patients with thyroid eye disease (“TED”). The company conducted 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.
THRIVE and THRIVE-2 reported positive topline data, meeting their primary endpoints and all secondary endpoints. Viridian is also advancing elegrobart as the potential first subcutaneous autoinjector for the treatment of TED. Viridian is conducting an ongoing pivotal program for elegrobart, including two global phase 3 pivotal clinical trials, REVEAL-1 and REVEAL-2, to evaluate the efficacy and safety of elegrobart in patients with active and chronic TED. REVEAL-1 and REVEAL-2 reported positive topline data, meeting their primary endpoints and multiple secondary endpoints.
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