Viridian Therapeutics Announces Pricing of Upsized Public Offering of Shares of Common Stock and Preferred Stock

Rhea-AI Summary

Viridian Therapeutics (NASDAQ: VRDN) has announced the pricing of an upsized public offering of common and preferred stock. The company is selling 10,666,600 shares of common stock at $18.75 per share and 20,000 shares of Series B non-voting convertible preferred stock at $1,250.06250 per share. The preferred stock is convertible into 1,333,400 shares of common stock. Viridian expects to raise approximately $225.0 million in gross proceeds. The underwriters have a 30-day option to purchase an additional 1,800,000 shares of common stock. The offering is set to close around September 13, 2024. Viridian plans to use the proceeds for clinical development programs, working capital, and general corporate purposes.

Positive

• Upsized public offering expected to raise approximately $225.0 million in gross proceeds
• Underwriters granted a 30-day option to purchase an additional 1,800,000 shares
• Proceeds to be used for clinical development programs and working capital

Negative

• Potential dilution of existing shareholders' ownership due to the issuance of new shares
• Convertible preferred stock may lead to future dilution if converted to common stock

Insights

Financial Analyst

Viridian Therapeutics' upsized public offering of $225 million is a significant capital raise for the biotech company. This substantial influx of funds should strengthen their balance sheet and provide ample resources for advancing their clinical development programs. The offering's structure, combining common stock and convertible preferred stock, demonstrates financial flexibility and may appeal to different investor profiles. The pricing at $18.75 per common share suggests investor confidence, especially considering the current market conditions. However, this dilution could potentially impact existing shareholders. The involvement of major underwriters like Jefferies and Goldman Sachs adds credibility to the offering. Overall, this financing move positions Viridian well for future growth, but investors should monitor how effectively the company utilizes these funds to progress its pipeline.

Biotechnology Expert

This substantial capital raise is a strategic move for Viridian Therapeutics, potentially accelerating their drug development efforts in the rare disease space. The $225 million influx should provide a significant runway for advancing their clinical programs, particularly their lead candidate for thyroid eye disease. This financial boost could enable Viridian to compete more effectively with larger players in the field. However, the key challenge lies in efficient capital allocation and achieving clinical milestones. Investors should closely watch for upcoming trial results and regulatory interactions, as these will be critical in validating Viridian's approach and justifying this substantial investment. The company's focus on "best-in-class" medicines in serious and rare diseases presents both high risk and high reward potential, typical of the biotech sector.

Market Research Analyst

Viridian's successful pricing of this upsized offering signals strong investor interest in the rare disease biotechnology sector. The inclusion of both common and preferred stock options caters to diverse investor preferences, potentially broadening the company's shareholder base. The $18.75 per share price point and the 30% overallotment option suggest confidence in market demand. This raise puts Viridian in a stronger competitive position within the rare disease space, potentially attracting more attention from both institutional investors and big pharma for future partnerships or acquisitions. However, the biotech market remains volatile and Viridian's success will ultimately hinge on clinical outcomes. Investors should balance the company's enhanced financial position against the inherent risks in drug development, especially in the challenging rare disease market.

WALTHAM, Mass.--(BUSINESS WIRE)-- 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240911242094/en/

Investor & Media Contact:

Louisa Stone, 617-272-4604

Manager, Investor Relations

IR@viridiantherapeutics.com

Source: Viridian Therapeutics, Inc.

FAQ

What is the pricing of Viridian Therapeutics' (VRDN) public offering?

Viridian Therapeutics is offering common stock at $18.75 per share and Series B non-voting convertible preferred stock at $1,250.06250 per share.

How many shares is Viridian Therapeutics (VRDN) selling in its public offering?

Viridian is selling 10,666,600 shares of common stock and 20,000 shares of Series B non-voting convertible preferred stock, which are convertible into 1,333,400 shares of common stock.

What are the expected gross proceeds from Viridian Therapeutics' (VRDN) public offering?

Viridian expects to raise approximately $225.0 million in gross proceeds from the public offering.

When is the expected closing date for Viridian Therapeutics' (VRDN) public offering?

The offering is expected to close on or about September 13, 2024, subject to customary closing conditions.

How does Viridian Therapeutics (VRDN) plan to use the proceeds from the public offering?

Viridian intends to use the proceeds to further its clinical development programs, as well as for working capital and general corporate purposes.