May 7, 2026 — Leads & Copy — Viridian Therapeutics, Inc. (Nasdaq: VRDN) has announced the pricing of its upsized underwritten public offering of $225.0 million aggregate principal amount of its 1.75% convertible senior notes due 2032 and its upsized underwritten public offering of 7,352,942 shares of its common stock at a public offering price of $17.00 per share.
The biotechnology company estimates that the aggregate net proceeds from the offerings will be approximately $334.7 million, after deducting underwriting discounts and commissions and Viridian’s estimated offering expenses.
Viridian has granted the underwriters of the Convertible Notes Offering a 30-day option to purchase up to an additional $25.0 million aggregate principal amount of Convertible Notes offered, solely to cover over-allotments and on the same terms and conditions. The underwriters of the Equity Offering also have a 30-day option to purchase up to an additional 1,102,941 shares of common stock, on the same terms and conditions.
The offerings are expected to close on May 11, 2026, subject to customary closing conditions. The closing of either offering is not contingent upon the closing of the other.
The Convertible Notes will be general, unsecured, senior obligations of Viridian, with interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, at a rate of 1.75% per year. The notes will mature on May 15, 2032, unless earlier converted, redeemed, or repurchased by Viridian.
Before February 15, 2032, noteholders may convert their Convertible Notes at their option only in certain circumstances. From February 15, 2032, until the close of business on the scheduled trading day immediately before the maturity date, noteholders may convert their Convertible Notes at any time at their option. Viridian will settle conversions by paying or delivering cash, shares of its common stock, or a combination of both, at its election.
The initial conversion rate is 40.5680 shares of Viridian’s common stock per $1,000 principal amount of the Convertible Notes, equivalent to an initial conversion price of approximately $24.65 per share and representing a conversion premium of approximately 45.0% above the public offering price per share in the Equity Offering.
If a “make-whole fundamental change” occurs, Viridian will, in certain circumstances, increase the conversion rate for a specified period.
Viridian has the option to redeem the Convertible Notes, in whole or in part (subject to certain limitations), on a redemption date on or after May 20, 2030, and on or before the 26th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Redemption is contingent upon the last reported sale price per share of Viridian’s common stock exceeding 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days during the 30 consecutive trading days ending on the trading day immediately before the date Viridian sends the related redemption notice; and (2) the trading day immediately before the date Viridian sends such notice.
If a “fundamental change” occurs, noteholders may require Viridian to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date, subject to a limited exception.
Viridian intends to use the net proceeds from the offerings to repay all outstanding indebtedness under the Loan and Security Agreement with Hercules Capital, Inc., to fund market expansion studies for its thyroid eye disease (“TED”) franchise, and to advance the research and development of its earlier pipeline, as well as for working capital and other general corporate purposes.
Jefferies, Leerink Partners, and Goldman Sachs & Co. LLC are acting as joint book-running managers and LifeSci Capital is acting as lead manager for the Convertible Notes Offering. Jefferies, Leerink Partners, and Goldman Sachs & Co. LLC are acting as joint book-running managers and LifeSci Capital and Wedbush PacGrow are acting as lead managers for the Equity Offering.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (SEC) and became effective on September 5, 2025. The securities described above have not been qualified under any state blue sky laws.
This press release does 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 jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The offering will be made only by means of a prospectus.
Viridian Therapeutics is focused on discovering, developing, and commercializing potential medicines for patients with autoimmune and rare diseases. Viridian is advancing multiple late-stage, anti-insulin-like growth factor-1 receptor (“IGF-1R”) candidates in the clinic for the treatment of patients with TED and is also developing an anti–thyroid-stimulating hormone receptor (“TSHR”) program designed as a potential therapy for TED and Graves’ disease. In addition, Viridian is advancing a novel portfolio of neonatal Fc receptor (“FcRn”) inhibitors, including VRDN-006 and VRDN-008, which have the potential to be developed in multiple autoimmune diseases.
Source: Viridian Therapeutics, Inc.
