[8-K] Viridian Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC has filed a Rule 424(b)(2) pricing supplement for $7.007 million of Auto-Callable Contingent Interest Notes linked to Alphabet Inc. (GOOGL) Class A common stock, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes price on 26 June 2025, settle on or about 1 July 2025 and mature on 31 December 2026 unless called earlier.

Key structural terms

• Denomination: $1,000 (CUSIP 48136EQ73)
• Initial Value (GOOGL close 26 Jun 2025): $173.54
• Interest Barrier / Trigger Value: 64 % of Initial Value ($111.0656)
• Contingent Interest: 10.00 % p.a. (2.50 % quarterly) with a “memory” feature; payable only if the reference stock closes ≥ Interest Barrier on a Review Date.
• Automatic Call: If GOOGL closes ≥ Initial Value on any Review Date other than the final date, investors receive $1,000 plus all due coupons and the notes terminate early.
• Principal at Risk: If not called and Final Value < Trigger, repayment = $1,000 + ($1,000 × Stock Return). Investors lose 1 % of principal for every 1 % decline below Initial Value, exposing them to loss of >36 % and up to 100 %.
• Review / Payment schedule: Sept 26 2025, Dec 26 2025, Mar 26 2026, Jun 26 2026, Sept 28 2026, Dec 28 2026 (final); coupons paid five days later or at maturity.

Pricing economics

• Price to public: $1,000; Selling commissions: $15 (1.50 %); Net proceeds: $985.
• Estimated value at pricing: $978.50 (≈ 97.85 % of face), reflecting internal funding rate, hedging costs and dealer margin—highlighting a 2.15 % premium paid by investors.

Illustrative payouts

• If automatically called at first Review Date with GOOGL ≥ $173.54, total return = 2.5 %.
• If held to maturity with GOOGL ≥ Trigger and no call, maximum total coupon income = $150 (15 % over 18 months).
• If Final Value is 54 % of Initial (below Trigger), investor receives $540 (–46 % total return).

Principal risks

• Principal and coupon risk: No principal protection; coupons contingent.
• Credit risk: Payments depend on JPMorgan Financial and JPMorgan Chase & Co.
• Limited upside: Return capped at cumulative coupons; no participation in GOOGL appreciation.
• Liquidity: No exchange listing; secondary price set by JPMS and may be well below issue price.
• Valuation gap: Issue price exceeds estimated value by $21.50 per note.
• Tax: Issuer intends to treat notes as prepaid forward contracts with ordinary-income contingent coupons; tax treatment uncertain for both U.S. and non-U.S. holders.

The filing provides extensive risk disclosures, historical GOOGL price data, hypothetical scenarios and legal opinions, enabling investors to evaluate the structured note’s risk-return profile relative to direct equity or fixed-income alternatives.

Insights

Structured Products Analyst

TL;DR: High coupon but principal-at-risk note; value to aggressive income seekers, not conservative investors.

The product offers a headline 10 % annual coupon with a generous 36 % downside buffer, yet its payout is highly path-dependent. Because the call trigger equals today’s spot price, a modest 0–3 % rise in GOOGL could redeem the note in three months, limiting total income to 2.5 %. Conversely, a sideways or gently falling market erodes coupon eligibility and raises the probability of capital loss. The estimated value is 97.85 % of par, so investors pay a 2.15 % premium plus bear illiquidity. For investors already bullish on Alphabet, buying the stock or a covered-call strategy offers uncapped upside and dividends; for yield hunters comfortable with issuer credit risk, the note can complement but not replace core holdings.

Credit & Risk Specialist

TL;DR: Credit and liquidity risks overshadow modest coupon advantage.

Although JPMorgan’s AA– senior rating is strong, this unsecured note ranks pari passu with all other obligations and extends beyond FDIC safety nets. Secondary market depth is dealer-driven; bid-ask spreads typically widen after the initial six-month period when embedded costs amortize. The automatic call feature creates reinvestment risk and negative selection—the issuer calls when it is least expensive for them to fund the liability. Finally, if GOOGL volatility spikes, the note’s mark-to-market can decline sharply even when the stock is above the Trigger, amplifying headline risk for portfolios. In my view the disclosure is thorough, but the structure is not impactful to JPMorgan’s credit profile and remains neutral for broad markets.

Viridian Therapeutics, Inc.\DE false 0001590750 0001590750 2025-06-20 2025-06-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025

VIRIDIAN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36483		47-1187261
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

221 Crescent Street, Suite 103A Waltham, MA		02453
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 272-4600

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		VRDN		The Nasdaq Stock Market LLC

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 20, 2025, Viridian Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at which holders of the Company’s common stock as of the close of business on April 22, 2025 (the “Record Date”) were entitled to vote. As of the close of business on the Record Date, 81,589,659 shares of the Company’s common stock were issued and outstanding.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the Annual Meeting, the Company’s stockholders approved a further amendment and restatement of the Company’s Amended and Restated 2016 Equity Incentive Plan, including increasing the number of shares available for issuance thereunder by 8,000,000 shares. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated 2016 Equity Incentive Plan, which is filed hereto as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, each of the Company’s director nominees was elected and the other proposals voted on were approved. The final voting results are set forth below:

1. Election of the three Class I director nominees to serve until the 2028 Annual Meeting of Stockholders:

		For				Withheld				Broker Non-Votes
Jeff Ajer			71,946,644				95,588				4,619,287
Chris Cain, Ph.D.			68,841,891				3,200,341				4,619,287
Sarah Gheuens, M.D., Ph.D.			55,346,802				16,695,430				4,619,287

2. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For		Against		Abstentions		Broker Non-Votes
76,059,006		577,139		25,374		—

3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

For		Against		Abstentions		Broker Non-Votes
56,046,366		15,957,526		38,340		4,619,287

4. Approval of a further amendment and restatement of the Company’s Amended and Restated 2016 Equity Incentive Plan, including increasing the number of shares available for issuance thereunder by 8,000,000 shares:

For		Against		Abstentions		Broker Non-Votes
35,322,725		35,076,902		1,642,605		4,619,287

5. Approval of the Viridian Therapeutics, Inc. 2025 Employee Stock Purchase Plan:

For		Against		Abstentions		Broker Non-Votes
72,005,896		25,668		10,668		4,619,287

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
10.1+		Viridian Therapeutics, Inc. Amended and Restated 2016 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Management contract or compensatory plan or arrangement.

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: June 24, 2025				By:		/s/ Stephen Mahoney
						Stephen Mahoney
						President and Chief Executive Officer

FAQ

What is the coupon rate on JPMorgan’s Auto Callable Notes linked to GOOGL?

The notes pay a contingent 10.00 % annual coupon (2.50 % quarterly) when Alphabet closes at or above 64 % of its initial value on a Review Date.

When can the notes be automatically called by JPMorgan?

They are called if GOOGL closes at or above the $173.54 initial value on any Review Date prior to December 2026, returning par plus due coupons.

How much principal protection do investors have?

Principal is protected only if the final GOOGL price is at least 64 % of initial; below that, losses match the stock’s decline, up to total loss.

Why is the estimated value ($978.50) lower than the $1,000 issue price?

It reflects selling commissions, hedging costs and the issuer’s funding spread; investors effectively pay a 2.15 % premium at issuance.

Are the notes liquid and will they trade on an exchange?

No. The notes will not be listed; secondary prices depend on JPMS bids and may be substantially below face value.

How are the notes taxed for U.S. investors?

JPMorgan intends to treat them as prepaid forward contracts with ordinary-income contingent coupons; investors should consult a tax adviser.