Viridian Therapeutics Announces Proposed Underwritten Public Offering of Common Stock and Preferred Stock

Rhea-AI Summary

Viridian Therapeutics (NASDAQ: VRDN) has announced a proposed underwritten public offering of $150 million in common stock and Series B non-voting convertible preferred stock. The company plans to grant underwriters a 30-day option to purchase up to an additional $22.5 million of common stock. Each Series B preferred stock share will be convertible into 66.67 common stock shares, subject to ownership limits.

Viridian intends to use the proceeds to advance its clinical development programs, working capital, and general corporate purposes. Jefferies, Goldman Sachs & Co. , Stifel, and RBC Capital Markets are acting as joint book-running managers, with Wedbush PacGrow as co-manager. The offering is subject to market conditions, and there's no assurance of its completion.

Positive

• Potential to raise up to $172.5 million in capital
• Funds to be used for advancing clinical development programs
• Involvement of major financial institutions as underwriters

Negative

• Potential dilution of existing shareholders' stock
• Increased financial obligations and pressure to deliver results

Insights

Financial Analyst

Viridian Therapeutics' proposed $150 million public offering of common and preferred stock signals a significant capital raise, potentially strengthening its financial position. The additional $22.5 million option for underwriters could further boost proceeds. This move suggests the company is gearing up for substantial investments in its clinical development programs. The convertible nature of the Series B preferred stock (66.67 common shares per preferred) provides flexibility for investors while potentially diluting existing shareholders. The involvement of major underwriters like Jefferies and Goldman Sachs lends credibility to the offering. However, investors should note that this will likely lead to share dilution, impacting earnings per share in the short term. The company's focus on rare diseases presents both opportunities and risks, given the potentially lucrative but challenging nature of this market segment.

Biotechnology Expert

This capital raise is important for Viridian's clinical development pipeline in the rare disease space. The emphasis on "potential best-in-class medicines" suggests a competitive edge, but also implies significant R&D expenses ahead. The unspecified allocation of funds between different clinical programs makes it challenging to assess the potential impact on specific drug candidates. Investors should closely monitor upcoming announcements about which programs will receive priority funding. The rare disease market, while potentially lucrative due to high drug prices and extended exclusivity periods, also comes with heightened clinical trial risks and smaller patient populations. Viridian's ability to efficiently allocate this new capital across its pipeline will be critical in determining its long-term success in bringing novel therapies to market.

Market Research Analyst

Viridian's public offering comes at a time when biotech funding has been challenging, indicating potential investor confidence in their pipeline. The $150 million raise, with an additional $22.5 million option, is substantial for a company of Viridian's size, suggesting ambitious plans. The inclusion of convertible preferred stock may attract a different investor base, potentially providing more stable long-term funding. However, the biotech sector remains volatile and Viridian will need to demonstrate clear clinical progress to maintain investor interest. The company's focus on rare diseases aligns with market trends favoring high-value, targeted therapies. Investors should watch for upcoming clinical milestones and any partnerships or licensing deals that could validate Viridian's technology platform and approach in the competitive rare disease space.

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 that it has commenced an underwritten public offering of $150 million of shares of its common stock and Series B non-voting convertible preferred stock. All of the securities to be sold in the underwritten public offering are being offered by Viridian. In addition, Viridian intends to grant the underwriters a 30-day option to purchase up to an additional $22.5 million of shares of its common stock. 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.

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 also 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 preliminary 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 proposed underwritten public offering; the company’s expectations with respect to the use of the net proceeds from the proposed 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: market conditions that may affect the timing, terms or conditions of the proposed underwritten public offering; the company’s successful completion of the proposed underwritten public offering; the satisfaction of customary closing conditions related to the proposed 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240910698560/en/

Investor & Media:

Louisa Stone, 617-272-4604

Manager, Investor Relations

IR@viridiantherapeutics.com

Source: Viridian Therapeutics, Inc.

FAQ

What is the size of Viridian Therapeutics' proposed public offering?

Viridian Therapeutics (VRDN) has announced a proposed underwritten public offering of $150 million in common stock and Series B non-voting convertible preferred stock, with an additional option for underwriters to purchase up to $22.5 million of common stock.

How will Viridian Therapeutics use the proceeds from the public offering?

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

What is the conversion rate for Viridian's Series B preferred stock?

Each share of Viridian's 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.

Who are the underwriters for Viridian Therapeutics' public offering?

The joint book-running managers for Viridian Therapeutics' public offering are Jefferies, Goldman Sachs & Co. , Stifel, and RBC Capital Markets. Wedbush PacGrow is acting as co-manager.