Item 5. Other Information
ITEM 5. OTHER INFORMATION
Not applicable.
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ITEM 6. EXHIBITS
The exhibits listed in the Exhibit Index are required by Item 601 of Regulation S-K. The SEC file number for all items incorporated by reference herein from reports on Forms 10-K, 10-Q, and 8-K is 001-36483.
Incorporated by Reference
Exhibit
Number Description of Exhibit Form Filing Date Number
2.1^
Agreement and Plan of Merger, dated October 27, 2020, by and among the Registrant, Oculus Merger Sub I, Inc., Oculus Merger Sub II, LLC and Viridian Therapeutics, Inc.
8-K 10/28/2020 2.1
3.1
Certificate of Incorporation of the Registrant.
10-Q 08/14/2014 3.1
3.2
Certificate of Amendment of Certificate of Incorporation of the Registrant.
S-4 12/02/2016 3.3
3.3
Certificate of Amendment of Certificate of Incorporation of the Registrant.
8-K 02/13/2017 3.1
3.4
Certificate of Amendment of Certificate of Incorporation of the Registrant.
8-K 02/13/2017 3.2
3.5
Amended and Restated Bylaws of the Registrant.
10-Q 08/15/2016 3.1
3.6
Amendment to the Amended and Restated Bylaws of the Registrant.
8-K 02/13/2017 3.3
3.7
Certificate of Ownership and Merger of the Registrant.
8-K 02/13/2017 3.4
3.8
Certificate of Designation of Series A Non-Voting Convertible Preferred Stock.
8-K 10/28/2020 3.1
4.1
Specimen Common Stock Certificate.
S-1 03/19/2014 4.1
4.4
Form of Warrant to Purchase Common Stock
8-K 02/07/2020 4.1
10.1^
Amendment to Research Subaward Agreement, entered into as of August 11, 2020, by and between Registrant and Yale University.
x
10.2
Separation Agreement, dated as of October 15, 2020, by and between the Registrant and William S. Marshall, Ph.D.
x
10.3
Consulting Agreement, dated as of October 16, 2020, by and between the Registrant and William S. Marshall, Ph.D.
x
10.4
Bonus Agreement, dated as of September 14, 2020, by and between the Registrant and Jason Leverone.
x
10.5
Bonus Agreement, dated as of September 27, 2020, by and between the Registrant and Diana Escolar, M.D.
8-K/A 10/01/2020 10.5
1 0.6
Amended and Restated Employment Agreement, dated as of September 14, 2020, by and between the Registrant and Lee Rauch.
8-K 09/17/2020 10.3
10.7^
Securities Purchase Agreement, dated as of October 27, 2020, by and among the Registrant and each purchaser identified on Annex A thereto.
8-K 10/28/2020 10.1
10.8
Registration Rights Agreement, dated as of October 30, 2020, by and among the Registrant and certain purchasers.
x
31.1
Certification of Principal Executive Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
x
31.2
Certification of Principal Financial Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
x
32.1*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
x
101.INS** XBRL Instance Document x
101.SCH** XBRL Taxonomy Extension Schema Document x
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document x
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document x
101.LAB** XBRL Taxonomy Extension Label Linkbase Document x
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101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document x
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________________
^ Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Miragen agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that Miragen may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain portions of the exhibit, identified by the mark, “[*],” have been omitted because such portions contained information that is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.
* This certification is being furnished pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof.
** In accordance with Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
x Filed herewith.
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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, thereunto duly authorized.
MIRAGEN THERAPEUTICS, INC.
Date: November 12, 2020 By: /s/ Lee Rauch
Lee Rauch
Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 2020 By: /s/ Jason A. Leverone
Jason A. Leverone
Chief Financial Officer
(Principal Financial Officer; Principal Accounting Officer)
82