Viridian Therapeutics raises $251.35M at $22.00 offering price
Viridian Therapeutics (VRDN) announced an underwritten public offering of common stock.
Rhea-AI Filing Summary
Viridian Therapeutics (VRDN) announced an underwritten public offering of common stock. The company agreed to sell 11,425,000 shares at $22.00 per share, for aggregate gross proceeds of approximately $251.35 million before underwriting discounts, commissions, and expenses. Underwriters have a 30‑day option to purchase up to an additional 1,713,750 shares on the same terms. The offering was made under an automatically effective shelf registration statement and is expected to close on October 23, 2025.
Viridian states that the net proceeds, together with existing cash and other expected sources— including a $70 million upfront payment receivable from Kissei in the fourth quarter of 2025, the $55 million upfront payment from a purchase and sale agreement with DRI plus $115 million in potential near‑term milestones under that agreement, and $30 million from a term loan facility—should provide sufficient capital to fund currently anticipated operations. The company also references anticipated revenue from veligrotug and VRDN‑003 sales if each is approved on its anticipated timelines.
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Insights
VRDN prices a primary equity raise for gross proceeds of $251.35M.
Viridian Therapeutics entered an underwriting agreement to sell 11,425,000 common shares at $22.00 each, with a 30‑day option for 1,713,750 additional shares. This is a primary issuance under an effective shelf, adding gross cash proceeds to the balance sheet before fees and expenses. Closing is expected on October 23, 2025.
The company lists additional liquidity sources alongside this raise: a $70M upfront payment expected from Kissei in Q4 2025, a $55M upfront received from the DRI agreement plus $115M in potential near‑term milestones, and $30M from a term loan facility. These items, together with offering proceeds, are described as sufficient to fund currently anticipated operations.
Key dependencies include completion of the offering, receipt of the Kissei payment, achievement of DRI milestones, and any regulatory approvals tied to anticipated revenue from veligrotug and VRDN‑003. The filing notes standard forward‑looking risks and that the offering may not complete on the anticipated terms.
8-K Event Classification
FAQ
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What did Viridian Therapeutics (VRDN) announce?
Is there an underwriter option in the VRDN offering?
When is the VRDN offering expected to close?
Under what registration statement is the VRDN offering being made?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01. | Entry into a Material Definitive Agreement |
On October 21, 2025, Viridian Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Leerink Partners LLC, Evercore Group L.L.C. and Stifel, Nicolaus & Company, Incorporated (collectively, the “Representatives”) relating to the offer and sale (the “Offering”) of 11,425,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $22.00 per share. In addition, the Company granted the underwriters a 30-day option (the “Option”) to purchase up to an additional 1,713,750 shares of its Common Stock on the same terms and conditions as the Common Stock sold in the Offering.
The aggregate gross proceeds to the Company from the Offering are approximately $251.35 million, not including any exercise of the Option, before deducting underwriting discounts and commissions and estimated offering expenses. The net proceeds of this Offering together with existing cash, cash equivalents, short-term investments, the $70 million upfront payment receivable from Kissei Pharmaceuticals, Inc. (“Kissei”), which is expected to be paid in the fourth quarter 2025, the $55 million upfront payment that we received in connection with our entry into the purchase and sale agreement (the “Purchase and Sale Agreement”) with DRI Health Acquisition LP (“DRI”) and the additional near-term $115 million in potential milestones anticipated under the Purchase and Sale Agreement, the $30 million received by the Company from the term loan facility, after paying in full the prior facility’s outstanding amount, and anticipated revenue from veligrotug and VRDN-003 sales, if each is approved on our anticipated timelines, should provide us with sufficient capital to fund our currently anticipated operations. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects.
The securities described above were offered pursuant to a shelf registration statement (File No. 333-290056), which was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and automatically became effective on September 5, 2025. A final prospectus supplement dated October 21, 2025 relating to and describing the terms of the Offering was filed with the SEC on October 22, 2025. The Offering is expected to close on October 23, 2025.
In the Underwriting Agreement, the Company agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), 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 Ropes & Gray 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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. 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 are neither historical facts nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations, and assumptions. Forward-looking statements include, without limitation, statements regarding: the anticipated closing of the Offering and the period over which the Company estimates its existing cash and cash equivalents will be sufficient to fund its future operating expenses and capital expenditure requirements; the impact of a prolonged United States federal government shutdown; the Company’s anticipated cash resources and projected cash runway, including the Company’s expected timeline for, and anticipated revenue of, sales of veligrotug and VRDN-003, and the anticipated receipt of milestone payments in connection with the Purchase and Sale Agreement with DRI; the Company’s partnership with Kissei, including the timing of the Company’s receipt of the expected upfront payment; and the Company’s expectations related to its use of proceeds from the Offering and its existing cash resources.
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: other matters that could affect the sufficiency of existing cash, cash equivalents and short-term investments to fund operations; the Company’s financial position and its projected cash runway; the Company’s future operating results and financial performance; and market conditions and satisfaction of customary closing conditions related to the Offering. There can be no assurance that the Company will be able to complete the Offering on the anticipated terms, or at all. Applicable risks also include those risks set forth under the caption “Risk Factors” in our most recent quarterly report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 6, 2025, 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.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 1.1 | Underwriting Agreement, by and among the Company and the Representatives, dated as of October 21, 2025 | |
| 5.1 | Opinion of Ropes & Gray LLP | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Viridian Therapeutics, Inc. | ||||||
| Date: October 22, 2025 | By: | /s/ Stephen Mahoney | ||||
| Stephen Mahoney | ||||||
| President, Chief Executive Officer, and Director | ||||||