What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-11 compared with 2021-03-26 · 341 added, 296 removed, 720 unchanged (47% of the section changed)

18 unchanged sentences

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report.

Management used the framework set forth in the report entitled “Internal Control — Integrated Framework (2013 Framework)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting.

Management used the framework set forth in the report entitled “Internal Control — Integrated Framework (2013 Framework)” published by the

Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting.

Based on its evaluation, management concluded that our internal control over financial reporting was effective at a reasonable level of assurance as of December 31, 2021, the end of our most recent fiscal year.

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OTHER INFORMATION

On March 9, 2022, we changed our registered agent to Corporation Trust Center and our registered office to 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801 pursuant to an amended and restated certificate of incorporation, filed with the Delaware Secretary of State on March 9, 2022 (the “Second Restated Certificate of Incorporation”).

The Second Restated Certificate of Incorporation was approved by the Company’s Board of Directors in accordance with Delaware law.

Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the change in registered agent and registered office, and neither affects the rights of our stockholders.

A copy of the Second Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Annual Report and incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to our 2021 Proxy Statement to be filed with the SEC within 120 days after December 31, 2020.

The information required by this Item 11 is incorporated herein by reference to our 2022 Proxy Statement, including under headings “Executive Compensation” and “Directors, Executive Officers and Corporate Governance.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to our 2021 Proxy Statement to be filed with the SEC within 120 days after December 31, 2020.

The information required by this Item 12 is incorporated herein by reference to our 2022 Proxy Statement, including under headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to our 2021 Proxy Statement to be filed with the SEC within 120 days after December 31, 2020.

The information required by this Item 13 is incorporated herein by reference to our 2022 Proxy Statement, including under headings “Directors, Executive Officers and Corporate Governance” and “Transactions with Related Persons.”

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated by reference to our 2021 Proxy Statement to be filed with the SEC within 120 days after December 31, 2020.

The information required by this Item 14 is incorporated herein by reference to our 2022 Proxy Statement, including under the heading “Ratification of Selection of Independent Registered Accounting Firm.”

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

12 unchanged sentences

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 Certificate of Amendment of Certificate of Incorporation of Registrant.

8-K 11/13/2020 3.4

3.6 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, effective as of January 4, 2021.

8-K 01/04/2021 3.1

3.7 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, effective as of January 20, 2021.

8-K 01/20/2021 3.1

3.8 Restated Certificate of Incorporation of the Registrant , effective as of January 20, 2021.

8-K 01/20/2021 3.2

3.1 Second Restated Certificate of Incorporation of the Registrant, effective as of March 9 , 2022

3.2 Amended and Restated Bylaws of the Registrant, effective as of January 20, 2021.

8-K 01/20/2021 3.3

3.10 Amendment to the Amended and Restated Bylaws of the Registrant.

8-K 02/13/2017 3.3

3.11 Certificate of Ownership and Merger of the Registrant.

8-K 02/13/2017 3.4

3.3 Certificate of Designation of Series A Non-Voting Convertible Preferred Stock.

8-K 10/28/2020 3.1

3.4 Certificate of Designation of Series B Non-Voting Convertible Preferred Stock.

8-K 09/23/2021 3.1

4.1 Specimen Common Stock Certificate.

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4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

10-K 03/26/2021 4.5

10.1^ License Agreement, by and between the Registrant and ImmunoGen, dated as of October 12, 2020.

1 unchanged sentence

10.2^ Technology License Agreement, by and between the Registrant and Xencor, Inc., dated as of December 16, 2020.

10-K 03/26/2021 10.2

10.3 Subscription Agreement, by and between the Registrant and Xencor, Inc., dated as of December 16, 2020.

10.4 Form of Indemnification Agreement between Registrant and each of its directors and executive officers.

S-1 03/19/2014 10.14

10-K 03/26/2021 10.3

10.4 Subscription Agreement, by and between the Registrant and Xencor, dated as of December 2, 2021.

10.5+ Form of Indemnity Agreement between the Registrant and each of its directors and executive officers.

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8-K 01/20/2021 10.1

10.7* 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

10.8* Separation and Release Agreement by and between the Registrant and Lee Rauch, dated as of January 15, 2021.

8-K 01/20/2021 10.2

10.9* Employment Agreement by and between the Registrant and William S.

Marshall, Ph.D., dated as of December 2, 2016.

S-4 12/02/2016 10.33

10.10* Separation Agreement, dated as of October 15, 2020, by and between the Registrant and William S.

Marshall, Ph.D.

10-Q 11/12/2020 10.2

10.11* Consulting Agreement, dated as of October 16, 2020, by and between the Registrant and William S.

Marshall, Ph.D.

10-Q 11/12/2020 10.3

10.12* Employment Agreement by and between the Registrant and Jason A.

Leverone, dated as of December 2, 2016.

S-4 12/02/2016 10.34

10.13* Bonus Agreement, dated as of September 14, 2020, by and between the Registrant and Jason Leverone.

10-Q 11/12/2020 10.4

10.7+ Employment Agreement by and between the Registrant and Barrett Katz, M.D., dated as of January 18, 2021.

10.15* Employment Agreement by and between the Registrant and Diana Escolar, M.D., dated as of February 20, 2020.

10-K 03/26/2021 10.14

10.16* 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

10.17* Separation and Release Agreement, dated as of September 27, 2020 by and between the Registrant and Diana Escolar, M.D.

10.8+ Kristian Humer Employment Agreement, dated June 9, 2021

8-K 07/26/2021 1.1

10.9+ Amended and Restated 2016 Equity Incentive Plan.

10-K 03/26/2021 10.18

10.10+ Form of Stock Option Grant Notice and Stock Option Agreement under 2016 Equity Incentive Plan.

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2020 Stock Incentive Plan.

10-K 03/26/2021 10.23

10.15+ Form of 2008 Equity Incentive Plan.

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10-Q 05/08/2020 10.2

10.22 Fifth Addendum to Lease by and between Registrant and Crestview LLC, dated as of March 26, 2021.

10-Q 08/12/2021 10.4

10.23 Waltham Lease between Registrant and Watch City Ventures MT, LLC dated as of January 13, 2020 .

10-Q 11/05/2021 10.1

10.24 First Amendment to Waltham Lease between Registrant and Watch City Ventures MT, LLC dated as of July 6, 2021 .

10-Q 11/05/2021 10.4

10.25^ Loan and Security Agreement, dated as of April 30, 2015, by and between the Registrant and Silicon Valley Bank.

7 unchanged sentences

10-Q 05/08/2020 10.4

Small Business Administration Paycheck Protection Program Note, by and between the Registrant and Silicon Valley Bank, dated April 21, 2020.

8-K 04/27/2020 10.1

10.36 Common Stock Sales Agreement, dated March 31, 2017, by and between the Registrant and Cowen and Company, LLC.

8-K 03/31/2017 10.1

10.29 Common Stock Purchase Agreement, dated December 11, 2019 between the Registrant and Aspire Capital Fund, LLC.

6 unchanged sentences

10-Q 11/12/2020 10.8

10.33 Open Market Sale Agreement SM , dated as of November 8, 2021, by and among the Registrant and Jefferies LL C

S-3 11/08/2021 1.2

21.1 Subsidiaries of the Registrant.

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provided, however, that Viridian 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.

Certain portions of the exhibit, identified by the mark, “[***],” may have been omitted because such portions contained information that is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.

+ Indicates management contract or compensatory plan

* This certification is being furnished pursuant to 18 U.S.C.

1 unchanged sentence

* 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 are deemed not filed for purposes of Section 18 of the Exchange Act and otherwise are not subject to liability under these sections.

x Filed herewith.

x Filed/furnished herewith.

FORM 10-K SUMMARY

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (KPMG LLP, Boulder CO, Auditor Firm ID:

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Viridian Therapeutics, Inc.

and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

generally accepted accounting principles.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for Leases as of January 1, 2020 due to the adoption of ASU No.

2016-02, Leases (Topic 842).

Basis for Opinion

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting acquirer in the merger with Viridian Therapeutics, Inc.

As discussed in Notes 1 and 3 to the consolidated financial statements, the Company completed a merger with Viridian Therapeutics, Inc.

(Private Viridian) on October 28, 2020.

The merger was accounted for as an asset acquisition, with the Company being identified as the accounting acquirer.

We identified the evaluation of identified accounting acquirer in the Company’s merger with Private Viridian as a critical audit matter.

Subjective auditor judgment was required to evaluate the Company’s determination of the accounting acquirer due to the subjectivity inherent in assessing the reasonableness of the accounting conclusion.

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Accrued outsourced clinical trials and preclinical studies

As discussed in Notes 2 and 7 to the consolidated financial statements, accrued expenses for clinical trials and preclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers.

In accruing for these activities, the Company obtains information from various sources and estimates the level of effort or expense allocated to each period.

The estimates consider a number of factors such as site initiation, patient screening, enrollment, delivery of reports, and other events.

Accrued liabilities for outsourced clinical trials and preclinical studies were $6.3 million as of December 31, 2021.

We identified the evaluation of accrued outsourced clinical trials and preclinical studies as a critical audit matter.

Specifically, evaluating the sufficiency of audit evidence obtained over the estimates of costs incurred by third

parties, including the factors described above, required subjective auditor judgment due to the nature of available evidence.

Such evidence included communications from third parties regarding tasks completed, invoices received from third parties, and management’s analysis of expenses incurred against budgeted and contractual amounts.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design of certain internal controls related to the merger with Private Viridian, including a control related to

management’s determination of the accounting acquirer.

We read and evaluated the Company’s accounting memorandum that documented the factors the Company considered in determining the accounting acquirer, including voting interests held by the former shareholder groups and the composition of the board of directors and senior management of the combined Company.

We obtained and read the Merger Agreement and Purchase Agreement to identify factors relevant to the accounting acquirer determination and compared them to the Company’s accounting memorandum.

For a selection of accrued liabilities for outsourced clinical trials and preclinical studies, we compared the relevant factors used by management to estimate the accrued expenses to contracts, invoices and third-party confirmations of contractual milestones and project status.

We compared the Company’s estimate of costs accrued as of year-end to a selection of third-party invoices received after year-end, but prior to the issuance of the Company’s financial statements.

We assessed the sufficiency of audit evidence obtained related to accrued outsourced clinical trials and preclinical studies by assessing the cumulative results of the audit procedures.

We have served as the Company’s auditor since 2009.

8 unchanged sentences

Prepaid expenses and other current assets 2,747 1,972

Unbilled revenue - related party 451 —

Total current assets 200,163 129,611

1 unchanged sentence

Operating lease right-of-use asset, net 1,680 478

Other assets - related party — 856

Other assets 1,491 1

Total assets $ 203,709 $ 131,255

Liabilities, Convertible Preferred Stock, and Stockholders’ Equity

Liabilities and Stockholders’ Equity

Current liabilities:

1 unchanged sentence

Accrued liabilities 11,018 9,703

Current portion of notes payable — 3,976

Current portion of deferred revenue 301 —

Current portion of deferred revenue - related party 289 301

Total current liabilities 13,636 10,674

Notes payable, net of current portion — 4,328

Other liabilities - related party 1,149 501

Other liabilities 1,208 43

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435,000 shares authorized;

398,487 and no shares issued and outstanding at December 31, 2020 and 2019, respectively

Preferred stock, $ 0.01 par value;

260,437 and 398,487 shares issued and outstanding at December 31, 2021 and 2020, respectively

118,164 180,801

Preferred stock, series B non-voting convertible preferred stock, $ 0.01 par value;

500,000 shares authorized;

0 shares issued and outstanding at December 31, 2020 and 2019, respectively

23,126 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively

Common stock, $ 0.01 par value;

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Total stockholders’ equity 187,716 120,037

Total liabilities, preferred stock, and stockholders’ equity $ 131,255 $ 30,262

Total liabilities and stockholders’ equity $ 203,709 $ 131,255

See accompanying notes to these consolidated financial statements.

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(in thousands, except share and per share data)

Collaboration revenue $ 735 $ 4,308

Collaboration revenue (related party - $ 2,963 and $ 54 at December 31, 2021 and 2020, respectively)

$ 2,963 $ 735

Grant revenue — 315

10 unchanged sentences

Net loss ( 79,413 ) ( 110,715 )

Change in unrealized gain (loss) on investments ( 8 ) 3

Change in unrealized loss on investments ( 149 ) ( 8 )

Comprehensive loss $ ( 79,562 ) $ ( 110,723 )

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(in thousands, except share data)

Series A Non-Voting Convertible Preferred Stock Common Stock Additional

Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive Gain (Loss) Accumulated

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Stockholders’

Shares Amount Shares Amount

Balance as of December 31, 2018 — $ — 2,055,964 $ 21 $ 177,622 $ ( 3 ) $ ( 126,296 ) $ 51,344

Issuance of common stock pursuant to a 2019 stock purchase agreement, net of issuance costs 170,503 2 888 — — 890

Issuance of common stock under the 2017 ATM, net of issuance costs — — 43,867 — 758 — — 758

Issuance of common stock pursuant to a 2018 stock purchase agreement, net of issuance costs 40,424 — 483 — — 483

Issuance of common stock for cash upon the exercise of stock options under equity incentive plans — — 9,617 — 87 — — 87

Issuance of common stock for cash under employee stock purchase plan — — 3,751 — 110 — — 110

Share-based compensation expense — — — — 3,970 — — 3,970

Reclassification of warrant liability from equity — — ( 18 ) — — ( 18 )

Change in unrealized gain on investments — — — — — 3 — 3

Net loss — — — — — — ( 41,873 ) ( 41,873 )

Series A Convertible Preferred Stock Series B Convertible Preferred Stock

Shares Amount Shares Amount Shares Amount

Balance as of December 31, 2019 — $ — — $ — 2,324,126 $ 23 $ 183,900 $ — $ ( 168,169 ) $ 15,754

Adjustment from adoption of ASC 842 — — — — — — — — ( 3 ) ( 3 )

Issuance of convertible preferred stock and common stock and warrants in a public offering, net of issuance costs 195,290 86,122 1,000,000 10 13,857 — — 99,989

Issuance of convertible preferred stock and common stock and warrants in the 2020 Public Offering, net of issuance costs 195,290 86,122 — — 1,000,000 10 13,857 — — 99,989

Issuance of preferred and common stock upon acquisition of Viridian 203,197 94,682 — — 72,131 1 678 — — 95,361

2 unchanged sentences

Issuance of common stock under the 2017 ATM, net of issuance costs — — — — 65,004 1 669 — — 670

Issuance of common stock to settle accrued liabilities — — 322,407 3 5,997 — — 6,000

Issuance of common stock under license agreement — — — — 322,407 3 5,997 — — 6,000

Issuance of common stock upon exercise of warrants — — — — 33,333 — 550 — — 550

2 unchanged sentences

Share-based compensation expense — — — — — — 3,629 — — 3,629

Employee stock purchase plan expense — — — — — — 16 — — 16

Change in unrealized loss on investments — — — — — — — ( 8 ) — ( 8 )

1 unchanged sentence

Balance as of December 31, 2020 398,487 180,801 — — 4,231,135 42 218,089 $ ( 8 ) ( 278,887 ) 120,037

Issuance of common stock upon the conversion of convertible preferred stock ( 138,050 ) ( 62,637 ) — — 9,203,732 92 62,545 — — —

Issuance of Series B preferred stock and common stock in the 2021 Public Offering, net of issuance costs of $ 1,291 and $ 5,983 , respectively

— — 23,126 15,669 7,344,543 73 74,734 — — 90,476

Issuance of common stock upon exercises of warrants — — — — 77,871 1 1,284 — — 1,285

Issuance of common stock for exercises of stock options — — — — 106,831 1 1,026 — — 1,027

Issuance of common stock upon the vesting of restricted stock units — — — — 10,574 — — — — —

Issuance of common stock, 2021 ATM, net of issuance costs of $ 1,004

— — — — 2,551,269 26 32,423 — — 32,449

Issuance of common stock under license agreement — — — — 394,737 4 7,496 7,500

Issuance of common stock for cash under employee stock purchase plan — — — — 3,312 — 39 — — 39

Share-based compensation expense — — — — — — 14,442 — — 14,442

Employee stock purchase plan expense — — — — — — 23 — — 23

Change in unrealized gain on investments — — — — — — — ( 149 ) — ( 149 )

Net loss — — — — — — — — ( 79,413 ) ( 79,413 )

Balance as of December 31, 2021 260,437 $ 118,164 23,126 $ 15,669 23,924,004 $ 239 $ 412,101 $ ( 157 ) $ ( 358,300 ) $ 187,716

See accompanying notes to these consolidated financial statements.

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Amortization of premiums and discounts on available-for-sale securities 965 56

Realized gain on investments ( 4 ) —

Loss on sale of equipment 77 —

Non-cash lease expenses ( 102 ) —

Changes in operating assets and liabilities:

Accounts receivable 99 ( 84 )

Prepaid expenses and other assets ( 1,496 ) ( 159 )

1 unchanged sentence

Accrued and other liabilities 1,380 5,012

Unbilled revenue ( 451 ) —

Deferred revenue 636 —

Net cash used in operating activities ( 54,581 ) ( 29,779 )

1 unchanged sentence

Purchases of short-term investments ( 188,431 ) ( 81,807 )

Cash acquired in acquisition of Viridian 29,371 —

Maturities of short-term investments 2,000 61,000

Proceeds from sale of short-term investments 67,538 —

Cash acquired in acquisition of Private Viridian — 29,371

Proceeds from maturities of short-term investments 46,860 2,000

Proceeds from sale of property and equipment 79 —

Purchases of property and equipment, net ( 338 ) ( 42 )

Other — ( 3 )

Net cash provided by investing activities ( 50,481 ) 28,226

Net cash used in investing activities ( 74,292 ) ( 50,481 )

Cash flows from financing activities:

Proceeds from the issuance of Series B preferred stock 16,960 —

Proceeds from the issuance of Series A preferred stock — 90,997

Payment of issuance costs associated with the issuance of preferred stock ( 1,291 ) ( 4,875 )

Proceeds from the issuance of common stock and warrants 25,104 2,480

Proceeds from the sale of common stock, the 2021 Public Offering and April 2021 ATM 114,242 —

Proceeds from the sale of common stock and warrants in 2020 — 25,104

Proceeds from the exercise of warrants 1,285 —

Payment of issuance costs associated with the issuance of common stock and warrants ( 6,987 ) ( 1,304 )

Proceeds from issuance of common stock for exercised stock options 1,027 —

Proceeds from stock purchases under employee stock purchase plan 39 —

Payments of principal of notes payable — ( 10,293 )

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Supplemental disclosure of cash flow information

Cash paid for interest $ 267 $ 511

Interest paid $ — $ 267

Supplemental disclosure of non-cash investing and financing activities

Purchase of property and equipment in accounts payable and accrued liabilities $ 4 $ —

Amortization of public offering costs $ 87 $ 32

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DESCRIPTION OF BUSINESS

Viridian Therapeutics, Inc., a Delaware corporation (the “Company” or “Viridian”), is a biotechnology company advancing new treatments for patients with diseases that are underserved by current therapies.

The Company’s most advanced program, VRDN-001, is an intravenously administered anti-IGF-1R monoclonal antibody being developed for thyroid eye disease, a debilitating condition caused by an autoimmune reaction that causes the immune system to attack tissues in the orbital socket.

Viridian Therapeutics, Inc., a Delaware corporation (the “Company” or “Viridian”), is a biotechnology company advancing new treatments for patients suffering from serious diseases that are underserved by today’s therapies.

The Company’s most advanced program, VRDN-001, is a differentiated monoclonal antibody targeting insulin-like growth factor-1 receptor (“IGF-1R”), a clinically and commercially validated target for the treatment of thyroid eye disease (“TED”).

The Company’s second product candidate, VRDN-002, is a distinct anti-IGF-1R antibody that incorporates half-life extension technology, and is designed to support administration as a convenient, low-volume, subcutaneous injection.

TED is a debilitating autoimmune disease that causes inflammation and fibrosis within the orbit of the eye which can cause double vision, pain, and potential blindness.

Patients with severe disease often require multiple remedial surgeries to the orbit, eye muscles and eyelids.

Agreement and Plan of Merger

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federal income tax purposes.

On October 27, 2020, the Company completed a short-form merger under which the Second Merger Sub merged with Viridian Therapeutics, Inc (then Miragen Therapeutics, Inc.) pursuant to which Viridian Therapeutics, Inc was the surviving entity.

was the surviving entity.

Under the terms of the Merger Agreement, at the closing of the Merger, the Company issued 72,131 shares of the Company’s common stock (“Common Stock”) and 203,197 shares of Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”) to securityholders of Private Viridian.

Each share of Series A Preferred Stock is convertible into 66.67 shares of common stock, subject to certain conditions described below.

Private Placement and Securities Purchase Agreement

Concurrent with the acquisition of Private Viridian, on October 27, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein, pursuant to which the Company sold an aggregate of approximately 195,290 shares of Series A Preferred Stock for an aggregate purchase price of approximately $ 91.0 million (collectively, the “Financing”).

Each share of Series A Preferred Stock is convertible into 66.67 shares of Common Stock, as described below.

The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the Series A Preferred Stock are set forth in the Certificate of Designation filed in connection with the Financing.

Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock.

Except as otherwise required by law, the Series A Preferred Stock does not have voting rights.

However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (d) increase the number of authorized shares of Series A Preferred Stock, (e) at any time while at least 30 % of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or (f) enter into any agreement with respect to any of the foregoing.

The Series A Preferred Stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company.

Following stockholder approval of the conversion of the Series A Preferred Stock into shares of Common Stock in December 2020, each share of Series A Preferred Stock is convertible into 66.67 shares of Common Stock at any time at the option of the holder thereof, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99 % and 19.99 %) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

As of December 31, 2020, no Series A Preferred Stock had been converted.

As of March 26, 2021, 43,664 shares of Series A Preferred Stock had been converted into 2,911,078 shares of Common Stock.

On October 30, 2020, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale the shares of Common Stock sold to investors in the Financing.

The registration statement that was filed pursuant to the Registration Rights Agreement was declared effective by the SEC on December 22, 2020 (File No.

November 2021 Open Market Sale Agreement

On November 8, 2021, the Company entered into an Open Market Sale Agreement SM (the “November 2021 ATM Agreement”) with Jefferies LLC (“Jefferies”), relating to shares of its common stock.

In accordance with the terms of the November 2021 ATM Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 75.0 million from time to time at prices and on terms to be determined by market conditions at the time of offering, with Jefferies acting as its sales agent.

Jefferies will receive a commission of 3.0 % of the gross proceeds of any shares of common stock sold under the November 2021 ATM Agreement.

As of December 31, 2021, no shares have been sold under the November 2021 ATM Agreement with Jefferies.

The accompanying consolidated financial statements have been prepared on a basis that assumes the Company is a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to its ability to continue as a going concern.

The Company has funded its operations to date principally through proceeds received from the sale of the Company’s Common Stock, its Series A Preferred Stock, and other equity securities, debt financings, up-front milestones, and reimbursements received under a prior license and collaboration agreement.

The Company has funded its operations to date principally through proceeds received from the sale of the Company’s Common Stock, its Series A Preferred Stock, Series B Preferred Stock, and other equity securities, debt financings, license fees, and reimbursements received under collaboration agreements.

Since its inception and through December 31, 2021, the Company has generated an accumulated deficit of $ 358.3 million.

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The Company has no products approved for commercial sale, has not generated any revenue from product sales, and cannot guarantee when or if it will generate any revenue from product sales.

Substantially all of the Company’s operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations.

The Company expects to incur significant expenses and operating losses for at least the next several years as it continues the clinical development of, and seeks regulatory approval for, its product candidates.

It is expected that operating losses will fluctuate significantly from quarter to quarter and year to year due to timing of clinical development programs and efforts to achieve regulatory approval.

Substantially all of the Company’s operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative

costs associated with its operations.

The Company expects to incur significant expenses and operating losses for at least the next several years as it continues the development of, and seeks regulatory approval for, its product candidates.

It is expected that operating losses will fluctuate significantly from quarter to quarter and year to year due to timing of development programs and efforts to achieve regulatory approval.

As of December 31, 2021, the Company had approximately $ 197.0 million in cash, cash equivalents, and short-term investments.

As of the issuance date of these consolidated financial statements, the Company expects that its current resources will be sufficient to fund its operating expenses and capital expenditure requirements into the second half of 2023.

The Company will continue to require additional capital in order to continue to finance its operations.

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Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, miRagen Therapeutics Europe Limited and miRagen Therapeutics S.à.r.l., each of which were formed for the sole purpose of submitting regulatory filings in Europe.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viridian Therapeutics Europe Limited and Viridian Therapeutics S.à.r.l., both of which were formed for the sole purpose of submitting regulatory filings in Europe, and Viridian Securities Corporation, which was formed in July 2021.

The Company’s subsidiaries have no employees or operations.

In February 2021, the names of these subsidiaries were changed to Viridian Therapeutics Europe Limited and Viridian Therapeutics S.à.r.l., respectively.

The consolidated financial statements have been prepared in accordance with U.S.

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The Company is subject to risks and uncertainties as a result of the ongoing COVID-19 pandemic.

The virus continues to spread globally and has been declared a pandemic by the World Health Organization.

The impact of this pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world.

The virus continues to spread globally and the impact of this pandemic has been and may continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world.

The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves, and other business partners in light of COVID-19.

Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations, and the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, and its ability to raise capital.

As of December 31, 2021, there have been no material impacts to the Company as a result of the COVID-19 pandemic.

As the impacts of COVID-19 continue to unfold, the Company will continually assess the impacts, as the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations in the future is uncertain.

The Company continually assesses the impacts of COVID-19 and the extent to which the pandemic may materially impact the Company’s financial condition, liquidity, or results of operations in the future is uncertain.

Going Concern

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The Company’s evaluation entails, among other things, analyzing the results of the Company’s clinical development efforts, license and collaboration agreements as well as the entity’s current financial condition including conditional and unconditional obligations anticipated within a year, and related liquidity sources at the date the financial statements are issued.

This is reflected in the Company’s prospective operating budgets and forecasts and compared to the current cash and cash equivalent balance.

This is reflected in the Company’s prospective operating budgets and forecasts and compared to the current cash, cash equivalents and short-term investments balance.

Use of Estimates

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GAAP, which requires it to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for clinical trial costs and other outsourced research and development expenses, and the valuation of share-based awards.

Although these estimates are based on the Company’s knowledge of current events and actions it may take in the future, actual results may ultimately differ from these estimates and assumptions.

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The consideration may include fixed consideration or variable consideration.

At the inception of each agreement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the payments will be received.

At the inception of each agreement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood

that the payments will be received.

The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received.

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Share-Based Compensation

The Company accounts for share-based compensation expense related to stock options granted to employees, members of its board of directors, and non-employees under its 2008 Equity Incentive Plan (the “2008 Plan”), its amended and restated 2016 Equity Incentive Plan (the “2016 Plan”), and the Viridian 2020 Equity Incentive Plan (the “2020 Plan”) (collectively, the

“Equity Incentive Plans”) by estimating the fair value of each stock option or award on the date of grant using the Black-Scholes option pricing model.

The Company recognizes share-based compensation expense on a straight-line basis over the vesting term.

The Company accounts for share-based compensation expense to employees and non-employees based on their fair values on the date of the grant.

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options.

The use of the Black-Scholes option-pricing model requires the Company to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.

The Company recognizes share-based compensation expense for awards with service-based conditions using the straight-line method over the requisite service period, net of any actual forfeitures.

Cash and Cash Equivalents

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Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities that have been measured at fair value and indicate the fair value of the hierarchy of the valuation inputs utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.

Fair value determined by Level 2 inputs utilizes observable inputs other than Level 1 prices, such as quoted prices, for similar assets or liabilities, quoted market prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

Level 1 Level 3 Level 1 Level 3

(in thousands)

Money market funds (included in cash and cash equivalents) $ 45,960 $ — $ 25,263 $ —

treasury securities (included in short-term investments) 81,742 — 1,999 —

Total assets $ 127,702 $ — $ 27,262 $ —

Common Stock warrants (included in accrued and other liabilities) $ — $ 100 $ — $ 100

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of observable in puts.

Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

• Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 inputs utilizes observable inputs other than Level 1 prices, such as quoted prices, for similar assets or liabilities, quoted market prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

• Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses.

The carrying amount of the Company’s note payable approximated its fair value (a Level 2 fair value measurement), reflecting interest rates currently available to the Company.

The Company accounts for warrants to purchase its stock pursuant to ASC Topic 470, Debt , and ASC Topic 480, Distinguishing Liabilities from Equity , and classifies warrants for Common Stock as liabilities or equity.

The warrants classified as liabilities are reported at their estimated fair value and any changes in fair value are reflected in interest and other expense.

The Company accounts for warrants to purchase its common stock pursuant to ASC Topic 470, Debt , and ASC Topic 480, Distinguishing Liabilities from Equity , and classifies warrants for common stock as liabilities or equity.

The warrants classified as liabilities are reported at their estimated fair value (see Note 5.

Investments and Fair Value Measurements ) and any changes in fair value are reflected in interest and other expense.

The warrants classified as equity are reported at their estimated fair value with no subsequent remeasurement.

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Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The Company’s existing operating lease assets and liabilities were recognized upon the date of transition to ASC 842, on January 1, 2020.

After January 1, 2020, the Company’s operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term.

The Company’s existing operating lease assets and liabilities were recognized on January 1, 2020, the date of transition to Accounting Standards Update (“ASU”) No.

2016-02 , Leases (Topic 842) , and subsequent amendments to the initial guidance:

2017-13, ASU No.

2018-10, and ASU No.

2018-11 (collectively, “ASC 842”).

After January 1, 2020, the Company’s operating lease assets and

liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term.

The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases, and escalation clauses and are recognized in the Company’s operating lease assets in the Company’s consolidated balance sheets.

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Refer to Note 9.

Commitments and Contingencies - Lease Obligations Payable for additional information related to the Company’s operating leases.

Commitments and Contingencies - Lease Obligations for additional information related to the Company’s operating leases.

Convertible Preferred Stock

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The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement:

Classification and Measurement of Redeemable Securities , and at issuance classified the Series A Preferred Stock outside of shareholders’ equity because, if conversion to common stock was not approved by the shareholders, the Series A Preferred Stock would be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request.

On December 31, 2020, the shareholders approved the conversion of the Series A Preferred Stock into common stock and as such, the Company reclassified the Series A Preferred Stock to permanent equity.

Classification and Measurement of Redeemable Securities , and at issuance classified the Series A Preferred Stock outside of stockholders’ equity because, if convertibility of Series A Preferred Stock into common stock was not approved by the stockholders, the Series A Preferred Stock would be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request.

On December 31, 2020, the stockholders approved the convertibility of the Series A Preferred Stock into common stock and as such, the Company reclassified the Series A Preferred Stock to permanent equity.

In September 2021, the Company issued Series B Preferred Stock with conversion rights which the Company has classified as permanent equity in its consolidated balance sheets.

Impairment of Long-Lived Assets

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Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents.

Since the Company was in a loss position

for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is antidilutive.

Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is antidilutive.

Comprehensive Loss

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Unrealized accumulated comprehensive gains or losses are reflected as a separate component in the consolidated statements of changes in stockholders’ equity.

The Company had an unrealized loss of $ 8 thousand and an unrealized gain $ 3 thousand during the years ended December 31, 2020 and 2019, respectively, and no realized gains or losses during the same corresponding periods.

The Company had unrealized losses on investments of $ 0.1 million and $ 8 thousand during the years ended December 31, 2021 and 2020, respectively.

The Company accounts for income taxes by using an asset and liability method of accounting for deferred income taxes.

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No such expenses have been recognized during the years ended December 31, 2021 and 2020.

Upon the issuance of warrants to purchase shares of common stock, the Company evaluates the terms of the warrant issue to determine the appropriate accounting and classification of the warrant issue pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity , FASB ASC Topic 505, Equity , FASB ASC 815, Derivatives and Hedging , and ASC 718, Compensation - Stock Compensation .

Warrants are classified as liabilities when the Company may be required to settle a warrant exercise in cash and classified as equity when the Company settles a warrant exercise in shares of its common stock.

Liability-classified warrants are valued at fair value at the date of issue and at each reporting date pursuant to FASB ASC 820, Fair Value Measurement , and are reflected as a warrant liability on the Company’s consolidated balance sheets.

Any changes in the warrant liability during each reporting period would be reflected as other expense in the consolidated statement of operations and comprehensive loss.

Segment Information

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dollars, except where noted.

Recent Accounting Pronouncements – Adopted

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No.

2016-02 , Leases (Topic 842), and subsequent amendments to the initial guidance:

2017-13, ASU No.

2018-10, and ASU No.

2018-11 (collectively, “ASC 842”).

The Company adopted ASC 842 on January 1, 2020, using the optional transition method permitted by ASU No.

2018-11 in which an immaterial prior-period cumulative adjustment was recorded on January 1, 2020.

The Company’s building operating lease commitments are subject to the new standard, which resulted in an operating lease liability of $ 0.4 million and a right-of-use asset of $ 0.4 million, with no material effect on the Company’s consolidated statements of operations and comprehensive loss.

Recent Accounting Pronouncements – To Be Adopted

Accounting Pronouncements – To Be Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date.

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Description of Business.

Under the terms of the Merger Agreement, the Company issued

72,131 shares of Common Stock and 203,197 shares of Series A Preferred Stock.

Under the terms of the Merger Agreement, the Company issued 72,131 shares of common stock and 203,197 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock is convertible into 66.67 shares of common stock, subject to certain conditions.

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As the asset had not yet received regulatory approval in any territory, the cost attributable to the license agreement was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2020, as the acquired IPR&D had no alternative future use, as determined by the Company in accordance with U.S.

RESTRUCTURING

In August 2019, the Company began implementing two phases of cost restructuring to streamline the organization, reduce costs, and redirect resources towards prioritized initiatives and product candidates, which provided a reduction of approximately 50 % of the Company’s workforce in place at that time, primarily associated with research and development and related administrative positions.

From August 2019 and through December 31, 2020, the Company recorded cumulative restructuring expense of $ 2.4 million.

As of December 31, 2020, the Company’s restructuring was completed, and no additional expense under the restructuring plan is expected.

The Company recorded restructuring expense of $ 0.3 million and $ 2.0 million during the years ended December 31, 2020 and 2019, respectively, which was primarily related to retention transactions and was recorded in research and development expenses on the consolidated statements of operations and comprehensive loss.

COLLABORATION AGREEMENTS

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On October 27, 2020, in connection with the closing of the Private Viridian acquisition, the Company became party to the license agreement with Zenas BioPharma.

In February 2021, the Company entered into a letter agreement with Zenas BioPharma in which the Company agreed to provide assistance to Zenas BioPharma with certain manufacturing activities.

The license agreement and letter agreement (collectively, the “Zenas Agreements”) were negotiated with a single commercial objective and are treated as a combined contract for accounting purposes.

Since February 2021, the Company has entered into several letter agreements with Zenas BioPharma pursuant to which the Company agreed to provide assistance to Zenas BioPharma with certain development activities, including manufacturing.

The license agreement and subsequent letter agreements (collectively, the “Zenas Agreements”) were negotiated with a single commercial objective and are treated as a combined contract for accounting purposes.

Under the terms of the Zenas Agreements, the Company granted Zenas BioPharma an exclusive license to develop, manufacture, and commercialize certain IGF-1R directed antibody products for non-oncology indications in the greater area of China.

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The Company will recognize royalty revenues at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

During the year ended December 31, 2020, the Company recognized $ 0.1 million of collaboration revenue related to the Zenas Agreements.

The Zenas Agreements may be considered related party transactions because Tellus BioVentures, a 5% or greater stockholder of the Company (on an as-converted basis, assuming that only the shares of Series A Preferred Stock held by Tellus BioVentures are converted into shares of Common Stock), is also a 5% or greater stockholder of Zenas BioPharma and has a seat on Zenas BioPharma’s board of directors.

During the years ended December 31, 2021 and 2020, the Company recognized $ 3.0 million and $ 54 thousand of collaboration revenue related to the Zenas Agreements, respectively.

As of December 31, 2021, the Zenas Agreements are considered related party transactions because Fairmount Funds Management LLC beneficially owns more than 5 % of the Company’s common stock and is also a 5 % or greater stockholder of Zenas BioPharma and has a seat on Zenas BioPharma’s board of directors.

Servier License and Collaboration Agreement

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Under the Servier Collaboration Agreement, the Company granted Servier an exclusive license to research, develop, manufacture, and commercialize RNA-targeting therapeutics for certain microRNA targets in the cardiovascular field.

In August 2019, Servier terminated the Servier Collaboration Agreement, with such termination becoming effective in February 2020.

During the period from receipt of notice from Servier in August 2019 and termination in February 2020, the Company completed certain activities under its development plan with Servier, which included finalizing two Phase 1 clinical trials of a legacy product candidate.

The activities for which the Company was eligible for reimbursement under the Servier Collaboration Agreement were considered a research and development performance obligation and revenue was recognized in accordance with ASC 606 through the termination date.

The Company evaluated the Servier Collaboration Agreement in accordance with the provisions in ASC 606.

The Company has accounted for amendments to the Servier Collaboration Agreement as modifications to the original contract and not as separate contracts.

The Company combined the amendments with the original agreement due to the modifications not resulting in increased promised goods or services that were distinct, and the price of the contract did not increase by an amount of consideration that reflects the Company’s standalone selling prices.

The Company identified several performance obligations under the Servier Collaboration Agreement and allocated the transaction price to these performance obligations based on the relative estimated standalone selling prices of each performance obligation or, in the case of certain variable consideration, to one or more performance obligations.

Research and development activities are priced generally at the standard labor rates for the respective activity, and the transfer of materials is generally priced at cost.

Milestone payments are individually negotiated and because of the unique nature of each milestone, there are no comparable transactions to compare to;

therefore, the negotiated amounts of the milestones in the agreement are the standalone selling price.

Amounts incurred and billable, but not billed to Servier, for research and related intellectual property activities totaled $ 0.3 million as of December 31, 2019, which are included in prepaid expenses and other current assets in the Company’s consolidated balance sheets.

No amounts were incurred and billable, but not billed to Servier, for research and related intellectual property activities as of December 31, 2020.

As of December 31, 2020 and 2019, the Company had no accounts receivable balances outstanding for Servier research and related intellectual property activities.

Collaboration revenue under the Servier Collaboration Agreement consisted of the following:

As the Servier Collaboration Agreement was terminated in February 2020, no revenue was recorded under the Servier Collaboration Agreement subsequent to March 31, 2020.

INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company’s investments consisted of the following as of December 31, 2021 and December 31, 2020:

As of December 31, 2021

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

(in thousands)

Research and development reimbursable costs $ 681 $ 4,308

Money market funds $ 42,199 $ — $ — $ 42,199

treasury securities 22,215 — ( 54 ) 22,161

corporate paper and bonds 128,005 6 ( 94 ) 127,917

International corporate bond holdings 4,603 — ( 15 ) 4,588

Total $ 197,022 $ 6 $ ( 163 ) $ 196,865

As of December 31, 2020

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

(in thousands)

Money market funds $ 45,960 $ — $ — $ 45,960

treasury securities 81,750 — ( 8 ) 81,742

Total $ 127,710 $ — $ ( 8 ) $ 127,702

As of December 31, 2021, the Company considers the unrealized losses in its investment portfolio to be temporary in nature and not due to credit losses.

The Company has the intent and ability to hold such investments until their recovery at fair value.

The Company had realized gains of $ 4 thousand and zero in its available for sale securities for the years ended December 31, 2021 and 2020, respectively.

The contractual maturity dates of all of the Company’s investments are all less than 24 months.

Fair Value Measurements

The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis:

Fair Value Measurements at December 31, 2021, Using:

Level 1 Level 2 Level 3 Total

(in thousands)

Cash equivalents:

Money market funds $ 42,199 $ — $ — $ 42,199

Short-term investments:

treasury securities — 22,161 — 22,161

corporate paper and bonds — 127,917 — 127,917

International corporate bond holdings — 4,588 — 4,588

Total cash equivalents and short-term investments $ 42,199 $ 154,666 $ — $ 196,865

Preferred stock warrants (included in accrued and other liabilities) $ — $ — $ 100 $ 100

Fair Value Measurements at December 31, 2020, Using:

Level 1 Level 2 Level 3 Total

(in thousands)

Cash equivalents:

Money market funds $ 45,960 $ — $ — $ 45,960

Short-term investments:

treasury securities — 81,742 — 81,742

Total cash equivalents and short-term investments $ 45,960 $ 81,742 $ — $ 127,702

Preferred stock warrants (included in accrued and other liabilities) $ — $ — $ 100 $ 100

PROPERTY AND EQUIPMENT

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Property and equipment, net $ 375 $ 309

During the year ended December 31, 2021, certain lab equipment related to certain legacy microRNA programs associated with Miragen met the criteria to be classified and were reclassified as held for sale and included in prepaid expenses and other current assets.

The assets held for sale totaled $ 0.1 million, which was the net book value on the date of transfer.

During the year ended December 31, 2021, the Company sold the equipment, received proceeds of approximately $ 0.1 million and recorded a loss of approximately $ 0.1 million.

During the years ended December 31, 2021 and 2020, depreciation and amortization expense was $ 0.1 million and $ 0.2 million, respectively.

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Accrued employee compensation and related taxes 3,652 1,963

Accrued other professional service fees 796 254

Operating lease liability 455 —

Operating lease liability, short-term 520 455

Accrued legal fees and expenses 80 380

Accrued other professional service fees 140 796

Value of liability-classified stock purchase warrants 100 100

License agreement liability — 86

Restructuring liability — 1,515

Deferred and accrued facility lease obligations — 66

Other accrued liabilities 210 523

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Upon entry into the 2017 SVB Loan Agreement, the Company borrowed $ 10.0 million bearing interest at the prime rate with a 30-month payment period following an 18-month interest-only payment period ending in November 2021.

In April 2020, the 2017 Loan Agreement was amended to extend the interest-only payment period and extended the maturity date

by an additional six months .

In April 2020, the 2017 Loan Agreement was amended to extend the interest-only payment period and extended the maturity date by an additional six months .

On December 18, 2020, the Company repaid the full outstanding loan balance, including accrued interest and a final payment fee equal to $ 0.9 million that was due upon maturity.

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Paycheck Protection Program Loan

In April 2020, the Company received approximately $ 1.7 million in loan funding under the Paycheck Protection Program (the “PPP”), which was established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act and is administered by the U.S.

In April 2020, the Company received approximately $ 1.7 million in loan funding under the Paycheck Protection Program (the “PPP”), which was established pursuant to the Coronavirus Aid, Relief, and Economic Security Act and is administered by the U.S.

Small Business Administration.

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On December 18, 2020, the PPP Loan, including accrued interest, was repaid to the Bank.

As of December 31, 2020, there were no amounts outstanding under the PPP Loan.

As of December 31, 2021 and 2020, there were no amounts outstanding under the PPP Loan.

COMMITMENTS AND CONTINGENCIES

License Agreement with ImmunoGen, Inc.

On October 27, 2020, in connection with the closing of the Private Viridian acquisition, the Company became party to a license agreement (the “ImmunoGen License Agreement”) with Immunogen, Inc.

In October 2020, in connection with the closing of the Private Viridian acquisition, the Company became party to a license agreement (the “ImmunoGen License Agreement”) with Immunogen, Inc.

(“ImmunoGen”), under which the Company obtained an exclusive, sublicensable, worldwide license to certain patents and other intellectual property rights to develop, manufacture, and commercialize certain products for non-oncology and non-radiopharmaceutical indications.

In consideration for rights granted by ImmunoGen, the Company is obligated to make certain development milestone payments of up to $ 48.0 million.

Additionally, if the Company successfully commercializes any product candidate subject to the ImmunoGen License Agreement, it is responsible for royalty payments equal to a percentage in the mid-single digits of net sales and commercial milestone payments of up to $ 95.0 million.

In consideration for rights granted by ImmunoGen, the Company is obligated to make certain future development milestone payments of up to $ 48.0 million upon the achievement of specified clinical and regulatory milestones.

Out of these development milestones payments, in December 2021 the Company paid a $ 2.5 million milestone payment to ImmunoGen upon the submission of an Investigational New Drug (“IND”) application for VRDN-001 with the U.S.

Food and Drug Administration.

Additionally, if the Company successfully commercializes any product candidate subject to the ImmunoGen License Agreement, it is responsible for royalty

payments equal to a percentage in the mid-single digits of net sales and commercial milestone payments of up to $ 95.0 million.

The Company is obligated to make any such royalty payments on a product-by-product and country-by-country basis from the first commercial sale of a specified product in each country until the later of (i) the expiration of the last patent claim subject to the ImmunoGen License Agreement in such country, (ii) the expiration of any applicable regulatory exclusivity obtained for each product in such country, or (iii) the 12th anniversary of the date of the first commercial sale of such product in such country.

License Agreement with Xencor, Inc.

On December 16, 2020, the Company entered into a license agreement (the “Xencor License Agreement”) with Xencor, Inc.

License Agreements with Xencor, Inc.

In December 2021, the Company entered into a subsequent technology license agreement with Xencor (the “2021 Xencor License Agreement”) for a non-exclusive license to certain antibody libraries developed by Xencor.

Under the 2021 Xencor License Agreement, Xencor the Company received a one-year research license to review the antibodies and the right to select up to three antibodies for further development.

In consideration for rights granted by Xencor, the Company issued 394,737 shares of our common stock to Xencor in December 2021.

The shares were valued at $ 7.5 million and recorded as research and development expense during the year ended December 31, 2021.

Under the terms of the 2021 Xencor License Agreement, if successful, for each licensed product, the Company would be obligated to make future milestone payments of up to $ 27.75 million, which includes development milestone payments of up to $ 4.75 million, special milestone payments of up to $ 3.0 million, and commercial milestone payments of up to $ 20.0 million.

Additionally, for each licensed product that the Company successfully commercializes, it would be responsible for royalty payments equal to a percentage in the mid-single digits of net sales.

In December 2020, the Company entered into a license agreement (the “Xencor License Agreement”) with Xencor, Inc.

(“Xencor”), under which Xencor granted the Company rights to an exclusive, worldwide, sublicensable, non-transferable, royalty-bearing license to use specified Xencor technology for the research, development, manufacturing, and commercialization of therapeutic antibodies targeting IGF-1R indications.

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Contingent Value Rights Agreement

Pursuant to the Merger Agreement, on November 4, 2020, the Company and the Rights Agent (as defined therein) executed a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder of Common Stock as of November 6, 2020, other than former stockholders of Private Viridian, is entitled to one contractual contingent value right issued by the Company, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of Common Stock held by such holder.

Each contingent value right entitles the holder thereof to receive certain cash payments equal to 80 % of the net proceeds, if any, related to the disposition of the Company’s legacy programs to develop product candidates that modulate microRNAs within five years following the date of the Merger.

The contingent value rights are not transferable, except in certain limited circumstances as provided in the CVR Agreement, will not be certificated or evidenced by any instrument, and will not be registered with the SEC or listed for trading on any exchange.

In accordance with the Merger Agreement, on November 4, 2020, the Company and the Rights Agent (as defined therein) executed and delivered a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder of the Company’s common stock as of November 6, 2020, other than former stockholders of Private Viridian, was entitled to one contractual contingent value right issued by the Company, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of its common stock held by such holder.

The CVR Agreement terminated as of December 31, 2021 and no CVRs were issued under the CVR Agreement.

Lease Obligations

The Company is party to a multi-year, noncancelable lease agreement that began in December 2010 for its Colorado-based office and lab space.

The lease agreement includes rent escalation clauses through the lease term and a Company option to extend the lease term for up to two terms of three years each.

The Company is party to a multi-year, non-cancelable lease agreement for its Colorado-based office and lab space.

The lease agreement includes rent escalation clauses through the lease term and a Company option to extend the lease term for up to three terms of three years each.

Minimum base lease payments under the lease agreement, including the impact of tenant improvement allowances, are recognized on a straight-line basis over the full term of the lease.

The lease term was amended in April 2020, which extended the lease term.

As of December 31, 2020, the lease was scheduled to mature on December 31, 2021.

Upon adoption, the Company recognized a right-of-use asset and corresponding lease liability for the lease agreement of $ 0.4 million as of January 1, 2020, by calculating the present value of lease payments, discounted at 6 %, the Company’s estimated incremental borrowing rate, over the 12 months expected remaining term.

As a result of the transition to ASC 842, the Company recorded an immaterial prior-period adjustment, as a cumulative-effect adjustment, on January 1, 2020.

In April 2020, when the lease was amended, the Company accounted for the amendment as a lease modification in accordance with ASC 842, which resulted in an immaterial adjustment to the right-of-use asset and corresponding lease liability.

The interest rate implicit in the lease contract is not readily determinable and as such, the Company uses an incremental borrowing rate, based on prior borrowing rates, at the implementation date.

This is an internally developed rate that would be incurred to borrow, with similar collateral, over the term of the lease.

In connection with the acquisition of Private Viridian, the Company became party to a multi-year, noncancelable lease agreement in October 2020 for its Massachusetts-based office space.

The lease agreement included rent escalation clauses through the lease term.

The lease term was amended in March 2021 to extend the lease maturity date to December 31, 2024.

Upon adoption of ASC 842 and upon subsequent modification of the lease in 2020 and in March 2021, the Company recognized a right-of-use asset and corresponding lease liability for the lease agreement of approximately $ 1.6 million by calculating the present value of lease payments, discounted at 6 %, the Company’s estimated incremental borrowing rate, over the 12 months expected remaining term.

In April 2021, the Company entered into a sublease with Cogent Biosciences, Inc.

(“Cogent”) for its Colorado-based office and lab space, which was subsequently amended in November 2021 to extend the term of the sublease.

As of the sublease inception date, Fairmount Funds Management LLC beneficially owned more than 5% of the Company’s common stock and Cogent’s capital stock.

Under the terms of the current sublease, which expires on April 30, 2022, Cogent will pay the Company an

aggregate of $ 0.2 million in rent payments plus related taxes and lease operating costs.

The sublease was negotiated on an arm’s-length basis and is a market-rate transaction on terms that the Company believes are no less favorable than would have been reached with an unrelated third party.

In connection with the acquisition of Private Viridian, the Company became party to a multi-year, non-cancelable lease agreement in October 2020 for its Massachusetts-based office space (the “Original Lease”).

The Original Lease included rent escalation clauses through the lease term.

Minimum base lease payments under the lease agreement are recognized on a straight-line basis over the full term of the lease.

As of December 31, 2020, the lease was scheduled to mature on February 28, 2023.

Upon assumption of the lease, the Company recognized a right-of-use asset and corresponding lease liability for the lease agreement of $ 0.1 million by calculating the present value of lease payments, discounted at 6 %, the Company’s estimated incremental borrowing rate, over the 26 months expected remaining term.

Consolidated future minimum lease payments as of December 31, 2020 were approximately $ 0.5 million through December 31, 2022.

As of December 31, 2020, the Company’s operating lease obligations were reflected as operating lease liabilities of $ 0.5 million as accrued liabilities and $ 43 thousand as other liabilities in the Company’s consolidated balance sheets.

Upon assumption of the Original Lease, the Company recognized a right-of-use asset and corresponding lease liability for the Original Lease of $ 0.1 million by calculating the present value of lease payments, discounted at 6 %, the Company’s estimated incremental borrowing rate, over the expected remaining term.

In July 2021, the Company amended the Original Lease to increase its Massachusetts-based office space (the “Amended Lease”).

The office space leased under the Original Lease will expire in February 2023 and the additional office space leased under the Amended Lease will expire in October 2024.

Consolidated future minimum lease payments as of December 31, 2021 were approximately $ 1.9 million through 2025.

As of December 31, 2021, the Company’s operating lease obligations were reflected as operating lease liabilities of $ 0.5 million as accrued liabilities and $ 1.2 million as other liabilities in the Company’s consolidated balance sheets.

Amortization of the operating lease right-of-use assets, and corresponding reduction of operating lease obligations, amounted to $ 0.5 million for the year ended December 31, 2021, which was included in operating expense in the consolidated statements of operations and comprehensive loss.

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CAPITAL STOCK

Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 205,000,000 shares of its stock, of which 200,000,000 shares have been designated as Common Stock and 5,000,000 shares have been designated as preferred stock, both with a par value of $ 0.01 per share.

Under the Company’s restated certificate of incorporation, the Company is authorized to issue 205,000,000 shares of its stock, of which 200,000,000 shares have been designated as common stock and 5,000,000 shares have been designated as Preferred Stock, both with a par value of $ 0.01 per share.

The number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of a majority of the Company’s stock who are entitled to vote.

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The holders of common stock are entitled to receive dividends when and as declared or paid by its board of directors.

Common Stock Sales Agreements

Jefferies LLC

In November 2021, the Company entered into an Open Market Sale Agreement SM (the “November 2021 ATM Agreement”) with Jefferies, relating to shares of its common stock.

Jefferies will receive a commission of 3.0 % of the gross proceeds of any shares of common stock sold under the November 2021 ATM Agreement.

As of December 31, 2021, no shares have been sold under the November 2021 ATM Agreement with Jefferies.

In April 2021, the Company entered into an Open Market Sale Agreement SM (the “April 2021 ATM Agreement”) with Jefferies LLC (“Jefferies”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 50.0 million through Jefferies as its sales agent in an “at the market” offering.

Jefferies will receive a commission equal to 3.0 % of the gross sales proceeds of any common stock sold through Jefferies under the April 2021 ATM Agreement.

Through December 31, 2021, the Company sold an aggregate of 2,551,269 shares of common stock pursuant to the terms of the April 2021 ATM Agreement, at a volume weighted-average price of $ 13.13 per share, for aggregate net proceeds of approximately $ 32.4 million, including commissions to Jefferies as sales agent.

The April 2021 ATM Agreement was replaced by the November 2021 ATM Agreement.

Cowen and Company LLC

In March 2017, the Company entered into a Common Stock Sales Agreement (the “2017 ATM Agreement”) with Cowen and Company LLC (“Cowen”) under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 50.0 million through Cowen as its sales agent in an “at the market” offering.

Cowen received a commission equal to 3.0 % of the gross sales proceeds of any common stock sold through Cowen under the 2017 ATM Agreement.

The Company terminated the 2017 ATM Agreement with Cowen in April 2021.

Since March 2017 and through December 31, 2020, the Company sold, pursuant to the terms of the 2017 ATM Agreement, an aggregate of 189,763 shares of common stock for aggregate net proceeds of approximately $ 11.6 million, including initial expenses for executing the “at the market offering” and commissions to Cowen as sales agent.

No shares were issued during the year ended December 31, 2021, relating to the 2017 ATM Agreement with Cowen.

Reverse Stock Split

On November 12, 2020, the Company effected a reverse stock split of its shares of common stock at a ratio of 1-for-15, and trading of the common stock began on a split-adjusted basis on November 13, 2020.

The Common Stock continued to trade on the Nasdaq Capital Market under the ticker symbol “VRDN.” The Company’s stockholders approved the reverse stock split and granted the Company’s board of directors the authority to effect a reverse stock split at the Company’s annual meeting of shareholders held on May 21, 2020.

As a result of the reverse stock split, every 15 shares of the Company’s pre-reverse split common stock were combined and reclassified into one share of common stock.

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In December 2019, the Company entered into a common stock purchase agreement (“the Aspire Stock Purchase Agreement”), with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, subject to the terms, conditions, and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $ 20.0 million of shares of common stock over the 30-month term of the Aspire Stock Purchase Agreement.

Upon execution of the Aspire Stock Purchase Agreement, the Company sold to Aspire Capital 106,564 shares of Common Stock at $ 9.38 per share for proceeds of $ 1.0 million (the “Initial Purchase Shares”).

As consideration for entering into the Aspire Stock Purchase Agreement, concurrently with the execution of the Aspire Stock Purchase Agreement and the Initial Purchase Shares, the Company issued 63,938 shares of Common Stock to Aspire Capital as a non-refundable commitment fee, for a total issuance of 170,502 shares.

During the year ended December 31, 2020, the Company sold to Aspire Capital 412,187 shares of common stock at a weighted-average price of $ 21.35 per share for aggregate net proceeds of $ 8.8 million.

As of December 31, 2020, the Company may sell an additional $ 10.2 million of shares of Common Stock to Aspire Capital.

As of December 31, 2021, the Company has the ability to sell an additional $ 10.2 million of shares of common stock to Aspire Capital.

Under the Aspire Stock Purchase Agreement, the Company has the right, in its sole discretion, on any trading day selected by it, and within certain specified limitations, to present Aspire Capital with a purchase notice, directing Aspire Capital (as principal) to purchase up to 13,333 shares of common stock per business day at a per share price equal to the lesser of (i) the lowest sale price of common stock on the purchase date or (ii) the average of the three lowest closing sale prices for the common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date.

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In August 2018, the Company and The Leukemia & Lymphoma Society, Inc.

(“LLS”) entered into a Common Stock Purchase Agreement (the “LLS Stock Purchase Agreement”), which was subsequently assigned to LLS TAP Miragen, LLC (“LLS TAP”) pursuant to an Assignment and Assumption Agreement, effective October 28, 2019, for the sale of up to $ 5.0 million of shares of Common Stock to LLS and its affiliates in a private placement.

shares of Common Stock to LLS and its affiliates in a private placement.

Under the terms of the LLS Stock Purchase Agreement, the Company could raise up to approximately $ 5.0 million in gross proceeds by selling shares of common stock to LLS and its affiliates.

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The LLS Stock Purchase Agreement was terminated on December 11, 2020.

Common Stock Sales Agreement

In March 2017, the Company entered into a Common Stock Sales Agreement (the “ATM Agreement”) with Cowen and Company, LLC (“Cowen”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its Common Stock having an aggregate offering price of up to $ 50.0 million through Cowen as its sales agent in an “at the market” offering.

Cowen may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made by means of ordinary brokers’ transactions on The Nasdaq Capital Market or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise directed by the Company.

Cowen will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time, or size limits or other customary parameters or conditions the Company may impose).

The Company will pay Cowen a commission equal to 3.0 % of the gross sales proceeds of any Common Stock sold through Cowen under the ATM Agreement.

The Company also has provided Cowen with customary indemnification rights.

The Company is not obligated to make any sales of Common Stock under the ATM Agreement.

The offering of shares of Common Stock pursuant to the ATM Agreement will terminate upon the earlier of:

(i) the sale of all Common Stock subject to the ATM Agreement or (ii) termination of the ATM Agreement in accordance with its terms.

During the year ended December 31, 2020, the Company sold, pursuant to the terms of the ATM Agreement, 65,004 shares of Common Stock, at a weighted average price of $ 10.74 per share, for aggregate net proceeds of approximately $ 0.7 million, including commissions to Cowen as sales agent.

Since March 2017 and through December 31, 2020, the Company sold, pursuant to the terms of the ATM Agreement, an aggregate of 189,763 shares of Common Stock, at a weighted average price of $ 63.71 per share, for aggregate net proceeds of approximately $ 11.6 million, including initial expenses for executing the “at the market offering” and commissions to Cowen as sales agent.

Common Stock Public Offering

2021 Underwritten Public Offering

In September 2021, the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Jeffries LLC, SVB Leerink LLC and Evercore Group, LLC (collectively, the “Underwriters”) for the sale and issuance of 7,344,543 shares of common stock, which includes 1,159,089 shares of common stock issued in connection with the exercise in full by the underwriters of their option to purchase additional shares, at a public offering price of $ 11.00 per share and 23,126 shares of Series B Non-Voting Convertible Preferred Stock at a public offering price of $ 733.37 per share (collectively the “2021 Public Offering”).

The aggregate gross proceeds to the Company from the 2021 Public Offering are approximately $ 97.7 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

2020 Underwritten Public Offering

In February 2020, the Company entered into an underwriting agreement with Oppenheimer & Co.

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The combined price to the public in the offering for each share of common stock and accompanying half warrant was $ 15.00 , which resulted in approximately $ 13.9 million of net proceeds to the Company after deducting underwriting commissions and discounts and other estimated offering expenses payable by the Company and excluding the proceeds from the exercise of the warrants.

Series A Preferred

As of December 31, 2020, the Company had 398,487 shares of preferred stock outstanding.

Under the Company’s amended and restated certificate of incorporation, the Company’s board of directors has the authority to designate and issue up to 5,000,000 shares of preferred stock, at its discretion, in one or more classes or series and to fix the powers, preferences and rights, and the qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, without further vote or action by the Company’s stockholders.

Refer to Note 1.

Description of Business regarding the issuance of Series A Preferred Stock in October 2020.

Upon the issuance of warrants to purchase shares of Common Stock, the Company evaluates the terms of the warrant issue to determine the appropriate accounting and classification of the warrant issue pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity , FASB ASC Topic 505, Equity , FASB ASC 815, Derivatives and Hedging, and ASC 718, Compensation - Stock Compensation .

Any changes in the warrant liability during each reporting period would be reflected as other expense in the consolidated statement of operations and comprehensive loss.

Preferred Stock

As of December 31, 2021, the Company had 260,437 shares of Series A Preferred Stock and 23,126 shares of Series B Preferred Stock outstanding.

Under the Company’s restated certificate of incorporation, the Company’s board of directors has the authority to designate and issue up to 5,000,000 shares of preferred stock, at its discretion, in one or more classes or series and to fix the powers, preferences and rights, and the qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, without further vote or action by the Company’s stockholders.

Series A Preferred Stock

Each share of Series A Preferred Stock is convertible into 66.67 shares of common stock, as described below.

Except as otherwise required by law, the Series A Preferred Stock does not have voting rights.

However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (d) increase the number of authorized shares of Series A Preferred Stock, (e) at any time while at least 30% of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of

Designation) or (f) enter into any agreement with respect to any of the foregoing.

The Series A Preferred Stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company.

Following stockholder approval of the conversion of the Series A Preferred Stock into shares of common stock in December 2020, each share of Series A Preferred Stock is convertible into 66.67 shares of common stock at any time at the option of the holder thereof, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99 % and 19.99 %) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion.

The registration statement that was filed pursuant to the Registration Rights Agreement was declared effective by the SEC on December 22, 2020 (File No.

As of December 31, 2020, no Series A Preferred Stock had been converted.

During the year ended December 31, 2021, 138,050 shares of Series A Preferred Stock were converted into 9,203,732 shares of common stock.

Series B Preferred Stock

Each share of Series B Preferred Stock is convertible into 66.67 shares of common stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9 % and 19.9 %) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion.

The powers, preferences, rights, qualifications, limitations, and restrictions applicable to the Series B Preferred Stock are set forth in the Certificate of Designation filed in connection with the Offering.

Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the common stock.

Except as otherwise required by law, the Series B Preferred Stock does not have voting rights.

However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Certificate of Designation, or (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock.

The Series B Preferred Stock does not have a preference upon any liquidation, dissolution, or winding-up of the Company.

As of December 31, 2021, none of the 23,126 shares of Series B Preferred Stock has been converted into common stock.

The following table presents information about the Company’s outstanding warrants:

Number of Underlying Shares (1) Weighted-Average Exercise Price at December 31, 2021 Remaining Contractual Life at December 31, 2021

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Issued November 2017 1,606 1,606 $ 0.41 2.87

Acquired February 2017 — 714 $ 787.50 —

Subtotal 419,848 497,719 $ 15.70

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Outstanding at December 31, 2020 498,500 $ 16.00

Granted 500,000 $ 16.50

Acquired in Merger 29,446 $ 0.15

Exercised ( 77,871 ) $ 16.50

Expired ( 714 ) $ 787.50

Outstanding at December 31, 2021 420,629

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Equity Incentive Plans

The Company has grants outstanding under its 2008 Equity Incentive Plan (the “2008 Plan”), its amended and restated 2016 Equity Incentive Plan (the “2016 Plan”), and the Viridian 2020 Equity Incentive Plan (the “2020 Plan” and collectively with the 2008 Plan and the 2016 Plan, the “Equity Incentive Plans”)

Upon closing of the Merger, the Company assumed all outstanding options issued under the 2020 Plan.

The terms and conditions for each assumed option were substantially the same as prior to the Merger, including that the assumed options remained subject to the terms and conditions of the 2020 Plan, provided that each assumed option are exercisable for shares of the Company’s common stock and the number of shares issuable upon exercise of, and the exercise price per share for, each assumed option has been appropriately adjusted to give effect to the Merger.

As of December 31, 2020, the Company had the following balances by plan:

Stock Options Outstanding Restricted Stock Units Outstanding Shares Available for Issuance

2020 Plan 659,028 — 1,151,920

2016 Plan 304,438 — 3,419,368

2008 Plan 69,790 — —

Total 1,033,256 — 4,571,288

The 2016 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property.

All employees and non-employee directors are eligible to participate in the 2016 Plan and may receive all types of awards other than incentive stock options.

All employees and non-employee directors are eligible to participate in the 2016 Plan.

Incentive stock options may be granted under the 2016 Plan only to employees and employees of the Company’s affiliates.

The term of stock options granted under the 2016 Plan may not exceed ten years .

Pursuant to the 2016 Plan, the aggregate number of shares of common stock that may be issued will not exceed 3,419,368 shares.

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Similarly, any shares of common stock issued pursuant to a stock award under the 2020 Plan that are forfeited, repurchased by the Company, or reacquired by the Company in satisfaction of tax withholding obligations will become available for grant under the 2020 Plan.

Options granted under the Equity Incentive Plans have an exercise price equal to the market value of the Common Stock at the date of grant and expire ten years from the date of grant.

In July 2021, the Company granted stock options outside of its Equity Incentive Plans to certain employees to induce them to accept employment with the Company (the “Inducement Awards”).

The terms and conditions of the Inducement Awards are substantially similar to those awards granted under the Company’s Equity Incentive Plans.

Options granted under the Equity Incentive Plans, as well as the Inducement Awards, have an exercise price equal to the market value of the common stock at the date of grant and expire ten years from the date of grant.

Generally, options vest 25 % on the first anniversary of the vesting commencement date and 75 % ratably in equal monthly installments over the remaining 36 months.

The Company has also granted options that vest in equal monthly or quarterly amounts over periods up to 48 months.

As of December 31, 2021, the Company had the following balances by plan:

Stock Options Outstanding Shares Available for Issuance

Inducement Awards 720,000 —

2020 Plan 746,386 1,030,549

2016 Plan 2,216,940 1,125,396

2008 Plan 513 —

Total 3,683,839 2,155,945

The Company does not currently hold any treasury shares.

Upon stock option exercise, the Company issues new shares and delivers them to the participant.

A summary of common stock option activity is as follows:

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The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted under its equity compensation plans.

The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility, and expected

lives of the options.

The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility, and expected lives of the options.

Because the Company has a limited history of stock purchase and sale activity, expected volatility is based on historical data from public companies that are similar to the Company in size and nature of operations.

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The fair value of the underlying common stock is based on the closing price of the common stock on The Nasdaq Capital Market at the date of grant.

Stock Options Granted

The weighted-average grant-date fair value of options granted to the Company’s employees and members of its board of directors during the years ended December 31, 2021 and 2020 was $ 17.50 and $ 11.44 , respectively.

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(in thousands)

Series A Preferred Stock 26,567 —

Series A Preferred Stock, as converted to shares of common stock 17,363 26,567

Series B Preferred Stock, as converted to shares of common stock 1,542 —

Options to purchase common stock 3,684 1,033

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Section 382 limit — ( 24.9 )

Other, net 0.2 0.4

Stock-based compensation ( 2.3 ) 0.2

Effective income tax rate — % — %

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Total deferred tax assets, net $ — $ —

At December 31, 2020, the Company had approximately $ 104.1 million and $ 0.5 million of net operating loss and research and experimentation tax carryforwards, respectively, which will begin to expire in 2029.

At December 31, 2021, the Company had approximately $ 157.8 million and $ 1.7 million of federal net operating loss and research and experimentation tax carryforwards, respectively, which will begin to expire in 2029.

At December 31, 2021, the Company had approximately $ 168.9 million of state net operating loss carryforwards which will begin to expire in 2030.

In addition, the realization of net operating losses to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions, which may result in the expiration of additional net operating losses before future utilization as a result of ownership changes.

As a result of these ownership change provisions, the Company estimated an aggregate limitation on the utilization of net operating loss carryforwards of $ 59.0 million.

In addition to the limitation of net operating losses of $ 59.0 million, approximately $ 15.3 million of research and development tax credits were derecognized with the inability of the Company to ever realize a benefit from those credits in the future.

As a result of these ownership change provisions during 2020, the Company estimated an aggregate limitation on the utilization of net operating loss carryforwards of $ 59.0 million as of December 31, 2020.

In addition to the limitation of net operating losses of $ 59.0 million, approximately $ 15.3 million of research and development tax credits were derecognized as of December 31, 2020, with the inability of the Company to ever realize a benefit from those credits in the future.

The Company determines on an annual basis whether net operating loss carryforwards will be limited.

The Company will continue to evaluate changes in ownership and the related limitations on a go forward basis.

As of December 31, 2021 and 2020, the Company’s net deferred tax assets before valuation allowance was $ 53.4 million and $ 29.1 million, respectively.

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The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

As the Company does not have any historical taxable income or projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of its history of operating losses, the Company does not believe it is more likely than not that it will realize the benefits of its net deferred tax assets, and accordingly, has established a valuation allowance equal to 100 % of its net deferred tax assets at December 31, 2020 and 2019.

As the Company does not have any historical taxable income or

projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of its history of operating losses, the Company does not believe it is more likely than not that it will realize the benefits of its net deferred tax assets, and accordingly, has established a valuation allowance equal to 100 % of its net deferred tax assets at December 31, 2021 and 2020.

The change in valuation allowance was an increase of $ 24.4 million in 2021 and an increase of $ 17.2 million in 2020.

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SUBSEQUENT EVENTS

Conversion of Series A Preferred Stock

Subsequent to December 31, 2020, a total of 43,664 shares of Series A Preferred Stock were converted by certain holders into 2,911,078 shares of Common Stock.

As a result, the Company’s total shares of Common Stock outstanding on an as-converted

basis as of March 26, 2021 was approximately 30,886,700 , which includes 7,230,651 shares of Common Stock outstanding and 23,656,049 shares of Common Stock issuable upon the conversion of 354,823 shares of Series A Preferred Stock.

Resignation of Chief Executive Officer and Director

On January 20, 2021, the Company announced that Lee Rauch resigned from her positions as chief executive officer and principal executive officer of the Company, effective as of January 15, 2021 (the “Separation Date”).

Pursuant to the separation agreement, Ms.

Rauch will be entitled to receive severance and other benefits in accordance with her agreements.

Following her separation from the Company, Ms.

Rauch has been serving as a consultant to the Company.

Appointment of new Chief Executive Officer and Director

On January 15, 2021, the board of directors appointed Jonathan Violin as the Company’s chief executive officer, president, and principal executive officer, effective as of January 15, 2021.

Additionally, the board of directors appointed Dr.

Violin as a member of the board of directors of the Company, effective as of January 15, 2021.

In connection with his appointment as chief executive officer, Dr.

Violin entered into a new employment agreement with the Company and resigned from his role as chief operating officer.

Pursuant to the requirements of Section 13 or 15(d) 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.

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March 11, 2022 By:

/s/ Jason Leverone

Jason Leverone

/s/ Kristian Humer

Kristian Humer

Chief Financial Officer

(Principal Financial and Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jonathan Violin and Jason Leverone, and each of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or his substitute or substitutes may do or cause to be done by virtue hereof.

(Principal Financial Officer;

Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jonathan Violin and Kristian Humer, and each of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or his substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of l934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

Jonathan Violin (Principal Executive Officer)

/s/ Jason Leverone Chief Financial Officer, Treasurer, and Secretary March 26, 2021

Jason Leverone (Principal Financial and Accounting Officer)

/s/ Jeffrey Hatfield Chairman of the Board March 26, 2021

Jeffrey Hatfield

/s/ Peter Harwin Director March 26, 2021

/s/ Tomas Kiselak Director March 26, 2021

/s/ Kristian Humer Chief Financial Officer March 11, 2022

Kristian Humer (Principal Financial Officer;

Principal Accounting Officer)

/s/ Tomas Kiselak Chairman of the Board March 11, 2022

Tomas Kiselak

/s/ Peter Harwin Director March 11, 2022

/s/ Arlene Morris Director March 11, 2022

Arlene Morris

/s/ Joseph Turner Director March 26, 2021

Joseph Turner

/s/ Jennifer Moses Director March 11, 2022

Jennifer Moses

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures