Viridian Therapeutics Plans Concurrent Public Offerings of Convertible Senior Notes Due 2032, Common Shares, and Series B Non-Voting Convertible Preferred Stock
Viridian Therapeutics (Nasdaq: VRDN), a clinical-stage biopharmaceutical company focused on developing innovative therapies for autoimmune and rare diseases, has announced the initiation of two concurrent underwritten public offerings aimed at strengthening its financial position and supporting its long-term growth strategy. The company plans to raise capital through a combination of convertible debt and equity financing, reflecting a dual-track approach to funding its pipeline and operational priorities.
Specifically, Viridian has commenced an offering of $150 million in aggregate principal amount of convertible senior notes due 2032, alongside a separate equity offering targeting $100 million through the sale of common stock. In addition, certain investors may receive shares of Series B non-voting convertible preferred stock in lieu of common stock. These preferred shares are structured to convert into common stock at a defined ratio, offering flexibility to investors while helping the company manage ownership concentration and voting rights.
The company has also indicated that it intends to grant the underwriters of both offerings a 30-day option to purchase up to an additional 15% of the securities offered. For the convertible notes offering, this option would allow for the purchase of up to an additional $22.5 million in notes, while for the equity offering, it would enable the purchase of additional shares of common stock or shares underlying the Series B preferred stock. These over-allotment options, often referred to as “greenshoe” provisions, are commonly used in capital markets transactions to stabilize pricing and meet excess investor demand.
Importantly, the two offerings are being conducted independently. This means that the completion of one offering is not contingent upon the completion of the other. As a result, it is possible that both offerings may be successfully executed, only one may proceed, or neither may be completed, depending on market conditions and investor interest. Such flexibility allows Viridian to adapt its financing strategy in response to evolving capital market dynamics.
The convertible senior notes being offered will represent general, unsecured obligations of the company. As senior debt instruments, they will rank above equity in the capital structure but will not be backed by specific collateral. The notes will accrue interest, payable semi-annually in arrears, with the exact interest rate and conversion terms to be determined at the time of pricing. The notes are scheduled to mature on May 15, 2032, unless they are converted, redeemed, or repurchased earlier in accordance with their terms.
A defining feature of these notes is their convertibility. Under specified conditions, holders will have the option to convert their notes into cash, shares of Viridian’s common stock, or a combination of both, at the company’s discretion. This hybrid structure provides investors with downside protection through fixed-income characteristics while offering potential upside through equity participation if the company’s stock performs well.
The equity component of the financing includes not only common stock but also Series B non-voting convertible preferred stock. Each share of this preferred stock is convertible into 66.67 shares of common stock at the holder’s election, subject to certain beneficial ownership limitations. These limitations are designed to prevent any single investor from exceeding specified ownership thresholds, thereby maintaining a balanced shareholder structure.
Viridian has outlined a clear plan for the use of proceeds from these offerings. A significant portion of the funds is expected to be used to repay all outstanding indebtedness under its existing loan and security agreement with Hercules Capital. This repayment would reduce the company’s debt burden and potentially lower its cost of capital, providing greater financial flexibility moving forward.
In addition to debt repayment, the company intends to allocate capital toward market expansion studies for its thyroid eye disease (TED) franchise. TED is a serious autoimmune condition that affects the tissues around the eyes, often leading to inflammation, swelling, and vision impairment. By investing in market expansion efforts, Viridian aims to better understand the commercial potential of its therapies in this area and position itself for future product launches.
A substantial portion of the proceeds will also be directed toward advancing the company’s research and development pipeline. Like many biotechnology companies, Viridian operates in a highly capital-intensive environment, where significant investment is required to move drug candidates through preclinical studies, clinical trials, and regulatory approval processes. By securing additional funding, the company can accelerate the development of its early-stage programs and expand its portfolio of potential therapies.
The remaining funds will be used for general corporate purposes, including working capital, operational expenses, and administrative costs. These resources are essential for maintaining day-to-day operations and ensuring that the company can continue to execute on its strategic objectives.
The offerings are being led by a group of prominent financial institutions. Jefferies, Leerink Partners, and Goldman Sachs are serving as joint book-running managers for both the convertible notes and equity offerings. In addition, LifeSci Capital is acting as lead manager for both transactions, while Wedbush PacGrow is participating as a lead manager for the equity offering. These institutions bring extensive experience in biotechnology financing and will play a key role in structuring and executing the transactions.
From a regulatory perspective, the securities being offered have been registered with the U.S. Securities and Exchange Commission under a registration statement that became effective on September 5, 2025. This registration allows Viridian to access public capital markets efficiently, providing investors with detailed disclosures about the company’s financial condition, risk factors, and business strategy.
As part of the offering process, Viridian will file preliminary prospectus supplements and accompanying base prospectuses with the SEC. These documents will outline the specific terms of the offerings and provide essential information for potential investors. The company has emphasized that the securities have not been qualified under any state “blue sky” laws and that the offerings will only be conducted in jurisdictions where such transactions are legally permitted.
It is also important to note that this announcement does not constitute an offer to sell or a solicitation of an offer to buy the securities. Any such offer will be made solely through the official prospectus and related documentation, in accordance with applicable securities regulations.
The decision to pursue both debt and equity financing reflects Viridian’s strategic approach to balancing risk and opportunity. By combining convertible notes with equity issuance, the company can diversify its funding sources while minimizing dilution to existing shareholders. Convertible notes, in particular, offer a way to raise capital at potentially lower interest rates, with the possibility of conversion into equity at a later stage if the company’s stock price appreciates.
At the same time, the equity offering provides immediate capital without adding to the company’s debt obligations. The inclusion of non-voting preferred stock further enhances flexibility, allowing the company to attract a broader range of investors while maintaining control over corporate governance.
Overall, these financing initiatives position Viridian to continue advancing its mission of developing innovative therapies for patients with autoimmune and rare diseases. By securing the resources needed to fund its pipeline, expand its market presence, and strengthen its balance sheet, the company is laying the groundwork for sustained growth and long-term value creation.
In conclusion, Viridian Therapeutics’ dual offering strategy represents a comprehensive effort to enhance its financial stability and support its ambitious development agenda. While the success of these offerings will depend on market conditions and investor demand, the company’s proactive approach to capital management underscores its commitment to advancing cutting-edge treatments and addressing unmet medical needs in the years ahead.
About Viridian Therapeutics, Inc.
Viridian is a biotechnology company focused on discovering, developing, and commercializing potential best-in-class medicines for patients with autoimmune and rare diseases. Viridian’s expertise in antibody discovery and protein engineering enables the development of differentiated therapeutic candidates for validated drug targets and disease-driving mechanisms in 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 thyroid eye disease (“TED”). The company conducted 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. THRIVE and THRIVE-2 reported positive topline data, meeting their primary endpoints and all secondary endpoints.
Viridian is also advancing elegrobart as the potential first subcutaneous autoinjector for the treatment of TED. Viridian is conducting an ongoing pivotal program for elegrobart, including two global phase 3 pivotal clinical trials, REVEAL-1 and REVEAL-2, to evaluate the efficacy and safety of elegrobart in patients with active and chronic TED. REVEAL-1 and REVEAL-2 reported positive topline data, meeting their primary endpoints and multiple secondary endpoints.
In addition to its IGF‑1R inhibitor portfolio, Viridian is developing an anti–thyroid‑stimulating hormone receptor (“TSHR”) program designed as a potential therapy for TED and Graves’ disease.
Viridian is also 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.
