Item 5. Other Information
ITEM 5. OTHER INFORMATION
On August 7, 2023 (the “Amendment Effective Date”), the Company entered into the First Amendment to Loan and Security Agreement (the “Amendment”) with the lenders referred to therein (the “Lenders”) and Hercules Capital, Inc., as agent (the “Agent”), which amended that certain Loan and Security Agreement, dated April 1, 2022 (as amended, the “Loan Agreement”). The Amendment increased the aggregate amount of term loans available under the Loan Agreement from $75 million to $150 million, with each tranche of term loans being made available subject to certain timing periods or the achievement of certain performance milestones. The Amendment also amended the minimum cash covenant to provide that at any time the aggregate principal funded amount of term loans under the Loan Agreement is at least $50 million, the Company shall maintain qualified cash of at least $25 million. This minimum cash covenant is waived so long as the Company maintains a market capitalization of at least $650 million.
The obligations of the Company under the Loan Agreement are secured by certain assets of the Company, including substantially all of the assets of the Company. The loans incurred under the Credit Agreement will bear interest at the greater of (i) the prime rate plus 4.20% and (ii) 7.45%, but not to exceed 8.95%.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment filed as Exhibit 10.1 attached hereto.
ITEM 6. EXHIBIT INDEX
The exhibits listed in the Exhibit Index are required by Item 601 of Regulation S-K. The SEC file number for all items incorporated by reference herein from reports on Forms 10-K, 10-Q, and 8-K is 001-36483.
Incorporated by Reference
Exhibit No. Description of Exhibit Form Filing Date Number
3.1 Second Restated Certificate of Incorporation of the Registrant, effective as of March 9, 2022
10-K 3/11/2022 3.1
3.2 Second Amended and Restated Bylaws of the Registrant, effective as of May 11, 2022
10-Q 5/12/2022 3.2
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 9/23/2021 3.1
4.1 Specimen Common Stock Certificate
S-1 3/19/2014 4.1
4.2 Form of Warrant to Purchase Common Stock
8-K 2/7/2020 4.1
10.1^ First Amendment to Loan and Security Agreement, dated as of August 7, 2023, among the Viridian Therapeutics, Inc., certain of its subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Hercules Capital, Inc., as Agent. x
10.2+ Viridian Therapeutics, Inc. Amended and Restated 2016 Equity Incentive Plan
8-K 6/16/2023 10.1
31.1 Certification of Principal Executive Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
x
31.2 Certification of Principal Financial Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.
x
82
32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
x
101.INS XBRL Instance Document x
101.SCH XBRL Taxonomy Extension Schema Document x
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document x
101.DEF XBRL Taxonomy Extension Definition Linkbase Document x
101.LAB XBRL Taxonomy Extension Label Linkbase Document x
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document x
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) x
____________________
^ Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Viridian agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; 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, “[***],” 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. Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof.
x Filed/furnished herewith.
83
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VIRIDIAN THERAPEUTICS, INC.
Date: August 8, 2023 By: /s/ Scott Myers
Scott Myers
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Date: August 8, 2023 By: /s/ Kristian Humer
Kristian Humer
Chief Financial Officer
(Principal Financial Officer; Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.