Item 1.01.
|
Entry into a Material Definitive Agreement
|
On September 20, 2021, Viridian Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, SVB Leerink LLC and Evercore Group L.L.C. (collectively, the “Representatives”) relating to the offer and sale (the “Offering”) of 6,185,454 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $11.00 per share, and 23,126 shares of the Company’s Series B non-voting convertible preferred stock, par value $0.01 per share (the “Series B Preferred Stock”), at a public offering price of $733.37 per share. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 1,159,089 shares of its Common Stock on the same terms and conditions (the “Option”). On September 21, 2021, the underwriters exercised the Option in full.
The aggregate gross proceeds to the Company from the Offering, including the Option, are approximately $97.7 million, before deducting underwriting discounts and commissions and estimated offering expenses.
The securities described above were issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-237413) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2020 and declared effective on April 14, 2020. On September 20, 2021, the Company filed a prospectus supplement with the SEC in connection with the Offering. The Offering and the Option closed on September 23, 2021.
In the Underwriting Agreement, the Company agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the underwriters may be required to make because of such liabilities. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated by reference herein.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.