What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-27 compared with 2023-03-09 · 272 added, 182 removed, 815 unchanged (36% of the section changed)

9 unchanged sentences

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

8 unchanged sentences

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, 2023, the end of our most recent fiscal year.

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

OTHER INFORMATION

Rule 10b5-1 Trading Plans

On November 7, 2023 , Lara Meisner , our former Chief Legal Officer , terminated a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 92,315 shares of our common stock over a period originally ending on August 30, 2024, subject to certain conditions.

This plan was originally adopted on February 7, 2023 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

29 unchanged sentences

10-K 03/11/2022 3.1

3.2 Amended and Restated Bylaws of the Registrant, effective as of May 11, 2022.

10-Q 05/13/2022 3.2

3.2 Fourth A mended and Restated Bylaws of the Registrant, effective as o f December 15, 20 23.

8-K 12/18/2023 3.1

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

15 unchanged sentences

8-K 12/09/2020 10.1

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-K 03/26/2021 10.3

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

10-K 03/11/2022 10.4

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

S-4 12/02/2016 10.32

10.6+ Barre t t Katz, M.D.

Employment Agreement , dated January 18, 2021.

10-K 03/26/2021 10.14

10.3+ Kristian Humer Employment Agreement, dated June 9, 2021.

8-K 07/26/2021 10.1

10.8+ Carrie Melvin Employment Agreement, dated May 25, 2022.

8-K 06/23/2022 10.1

10.4+ Scott Myers Employment Agreement, dated December 29, 2022.

2 unchanged sentences

8-K 02/06/2023 10.2

10.6+ Lara Meisner Employment Agreement, dated May 11, 2023.

10.7+ Stephen Mahoney Employment Agreement, dated October 27, 2023 .

10-Q 11/13/2023 10.2

10.8+ Thomas Beetham Employment Agreement, dated October 27, 2023.

10-Q 11/13/2023 10.3

10.9+ Thomas Ciulla Employment Agreement, dated January 12, 2023.

10.10+ Seth Harmon Employment Agreement, dated April 24, 2023.

10.11+ Amendment to Seth Harmon Employment Agreement, dated September 28, 2023.

10.12+ Jennifer Tousignant Employment Agreement, dated January 10, 2024.

10.13+ Form of Inducement Stock Option Agreement.

S-8 03/11/2022 99.3

10.14+ Form of Inducement Restricted Stock Unit Agreement.

S-8 03/10/2023 99.4

10.15+ Viridian Therapeutics, Inc.

Amended & Restated 2016 Equity Incentive Plan.

10-Q 08/15/2022 10.3

8-K 06/16/2023 10.1

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

S-4 12/02/2016 10.38

10.17+ Form of Restricted Stock Award Agreement under the 2016 Equity Incentive Plan.

10-Q 05/11/2017 10.12

10.14+ 2016 Employee Stock Purchase Plan.

S-4 12/02/2016 10.39

10.18+ 2016 Amended and Restated Employee Stock Purchase Plan.

10.19+ Viridian Therapeutics, Inc.

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10-Q 11/14/2022 10.1

10.29 Registration Rights Agreement, dated December 11, 2019, by and between the Registrant and Aspire Capital Fund, LLC.

8-K 12/11/2019 4.1

Securities Purchase Agreement, dated as of October 27, 2020, by and among the Registrant and each purchaser identified on Annex A thereto.

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10-Q 11/12/2020 10.8

10.32 Open Market Sale Agreement SM , dated as of November 8, 2021, by and among the Registrant and Jefferies LLC

S-3 11/08/2021 1.2

10.35 Open Market Sale Agreement SM , dated as of September 9, 2022 by and between the Registrant and Jefferies LLC.

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8-K 04/05/2022 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.

10-Q 11/13/2023 10.1

10.38 Registration Rights Agreement, dated October 30, 2023, by and between the Company and the Purchasers signatory thereto.

8-K 10/30/2023 10.2

21.1 Subsidiaries of the Registrant.

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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Viridian Therapeutics, Inc.

Incentive Compensation Clawback Policy.

101.INS XBRL Instance Document x

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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.

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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.

* 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/furnished herewith.

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Viridian Therapeutics, Inc.:

Opinion on the Consolidated Financial Statements

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

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

and subsidiaries (the Company) as of December 31, 2022 and 2021, 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).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

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.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements 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.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

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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.

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.

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 evaluated the design and tested the operating effectiveness of certain internal controls related to accrued outsourced clinical trials and preclinical studies.

This included controls related to the estimation of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers during the period that are included in accrued liabilities and other at the end of each reporting period.

For a sample 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.

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Boulder, Colorado

March 9, 2023

February 27, 2024

VIRIDIAN THERAPEUTICS, INC.

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Accounts payable $ 2,239 $ 14,234

Accrued liabilities 18,827 11,018

Accrued liabilities and other (including related party of $ 374 and $ 1,146 as of December 31, 2023 and 2022, respectively)

24,108 18,827

Current portion of deferred revenue - related party 288 288

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Additional paid-in capital 960,536 741,067

Accumulated other comprehensive loss ( 390 ) ( 157 )

Accumulated other comprehensive gain (loss) 338 ( 390 )

Accumulated deficit ( 725,908 ) ( 488,174 )

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(in thousands, except share and per share data)

2023 2022 2021

Collaboration revenue - related party $ 314 $ 1,772 $ 2,963

Operating expenses:

Research and development (related party - $ 5,619 and $ — at December 31, 2022 and 2021, respectively)

Research and development (including related party expenses of $ 12,035 , $ 5,619 , and $ — during the years ended December 31, 2023, 2022, and 2021 respectively)

159,765 100,894 56,886

11 unchanged sentences

Net loss $ ( 237,734 ) $ ( 129,874 ) $ ( 79,413 )

Other comprehensive loss:

Change in unrealized loss on investments ( 233 ) ( 149 )

Total other comprehensive loss ( 233 ) ( 149 )

Other comprehensive (loss) income:

Change in unrealized (loss) gain on investments 728 ( 233 ) ( 149 )

Total other comprehensive (loss) gain 728 ( 233 ) ( 149 )

Total comprehensive loss $ ( 237,006 ) $ ( 130,107 ) $ ( 79,562 )

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Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive Loss Accumulated

Capital Accumulated Other Comprehensive (Loss) Income Accumulated

Deficit Total

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Balance as of December 31, 2022 188,381 $ 85,470 51,210 $ 56,677 41,305,947 $ 414 $ 741,067 $ ( 390 ) $ ( 488,174 ) $ 395,064

Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive (Loss) Income Accumulated

Deficit Total

Stockholders’

Series A Convertible Preferred Stock Series B Convertible Preferred Stock

Shares Amount Shares Amount Shares Amount

Issuance of common stock upon the conversion of convertible preferred stock ( 15,946 ) ( 7,235 ) — — 1,063,118 10 7,225 — — —

Issuance of common stock under license agreement — — — — 243,902 3 5,690 — — 5,693

Issuance of Series B preferred stock and common stock, 2023 Private Placement, net of issuance costs — — 92,312 71,604 8,869,797 89 102,914 — — 174,607

Issuance of common stock, September 2022 ATM, net of issuance costs — — — — 684,298 7 14,761 — — 14,768

Issuance of common stock upon exercises of warrants — — — — 114,219 1 1,880 — — 1,881

Issuance of common stock for exercises of stock options — — — — 1,538,199 15 19,248 — — 19,263

Issuance of common stock for cash under employee stock purchase plan — — — — 31,216 — 580 — — 580

Vesting of restricted stock units — — — — 135,416 1 ( 1 ) — — —

Share-based compensation expense — — — — — — 67,172 — — 67,172

Change in unrealized gain on investments — — — — — — — 728 — 728

Net loss — — — — — — — — ( 237,734 ) ( 237,734 )

Balance as of December 31, 2023 172,435 $ 78,235 143,522 $ 128,281 53,986,112 $ 540 $ 960,536 $ 338 $ ( 725,908 ) $ 442,022

See accompanying notes to these consolidated financial statements.

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(in thousands)

2023 2022 2021

Cash flows from operating activities:

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Realized gain on investments — — ( 4 )

Net loss on extinguishment of debt 181 — —

Fees paid directly to creditor related to extinguishment of debt 514 — —

Loss on sale of equipment 1 — 77

Non-cash lease expenses 48 36 ( 102 )

Other non cash items 31 — —

Changes in operating assets and liabilities:

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Cash flows from financing activities:

Proceeds from the issuance of common stock, pursuant to 2023 Private Placement and September 2022 ATM Agreement 125,069 — —

Proceeds from the issuance of Series B preferred stock, pursuant to the 2023 Private Placement 76,192 — —

Proceeds from the issuance of common stock, pursuant to 2022 Public Offering and September 2022 ATM Agreement — 291,874 —

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Proceeds from issuance of long-term debt 15,000 5,000 —

Payment of debt extinguishment costs ( 514 ) — —

Payment of debt issuance costs — ( 446 ) —

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Purchase of property and equipment in accounts payable and accrued liabilities $ — $ 380 $ 4

Unpaid common and preferred stock issuance costs included in accrued liabilities $ 41 $ — $ —

Unpaid common and preferred stock issuance costs included in accounts payable $ 45 $ — $ —

Extinguishment of long-term debt $ 4,707 $ — $ —

Issuance of long-term debt $ 5,000 $ — $ —

Amortization of public offering costs $ — $ 75 $ 87

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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.

VRDN-003 is an extended half-life version of VRDN-001.

Both VRDN-002 and VRDN-003 are designed for administration as convenient, low-volume, subcutaneous pen injections.

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.

In addition to developing therapies for TED, the Company is executing a similar strategic approach to identify opportunities in other rare and/or serious disease indications.

The Company’s second product candidate, VRDN-003, is an extended half-life version of VRDN-001 designed for administration as convenient, low-volume, subcutaneous pen injections.

TED is a serious and debilitating rare autoimmune disease that causes inflammation within the orbit of the eye that can cause bulging of the eyes, redness and swelling, double vision, pain, and potential blindness.

In addition to developing therapies for TED, the Company is also developing a portfolio of engineered anti-neonatal Fc receptor (“FcRn”) inhibitors, including VRDN-006 and VRDN-008.

FcRn inhibitors have the potential to treat a broad array of autoimmune diseases, representing a significant commercial market opportunity.

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.

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As of December 31, 2023, the Company had approximately $ 477.4 million in cash, cash equivalents, and short-term investments.

In addition, as further described in Note 15, in January 2024 the Company received gross proceeds of approximately $ 186.3 million from the sale of the Company’s common stock.

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 for at least the next twelve months from the issuance date of these financial statements.

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The amount and timing of future funding requirements will depend on many factors, including the pace and results of the Company’s clinical development efforts, equity financings, entering into license and collaboration agreements, and issuing debt or other financing vehicles.

The Company’s ability to secure additional capital is dependent upon a number of factors, some of which are outside of the Company’s control, including success in developing its technology and drug product candidates, operational performance, and market conditions, including those resulting from the current inflationary and broader macroeconomic environment.

The Company’s ability to secure additional capital is dependent upon a number of factors, some of which are outside of the Company’s control, including success in developing its product candidates, operational performance, and market conditions, including those resulting from the current inflationary and broader macroeconomic environment.

Failure to raise capital as and when needed, on favorable terms or at all, would have a negative impact on the Company’s financial condition and its ability to develop its product candidates.

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generally accepted accounting principles (“U.S.

GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

All significant intercompany balances have been eliminated in consolidation.

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The global macroeconomic environment is uncertain, and could be negatively affected by, among other things, increased U.S.

trade tariffs and trade disputes with other countries, instability in the global capital and credit markets, supply chain weaknesses, and instability in the geopolitical environment, including as a result of the Russian invasion of Ukraine, the rising tensions between China and Taiwan and other political tensions, and lingering effects of the COVID-19 pandemic.

trade tariffs and trade disputes with other countries, instability in the global capital and credit markets, supply chain weaknesses, and instability in the geopolitical environment, including as a result of the Russian invasion of Ukraine, the rising tensions between China and Taiwan, the conflict in Israel and surrounding area and other political tensions.

Such challenges have caused, and may continue to cause, recession fears, concerns regarding potential sanctions, rising interest rates, foreign exchange volatility and inflationary pressures.

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Share-Based Compensation

The Company accounts for share-based compensation expense to employees and non-employees based on the fair value of each stock option or award on the date of the grant.

The Company issues stock-based awards to employees and non-employees in the form of stock options and restricted stock units (“RSUs”).

The Company measures and recognizes share-based compensation expense for its stock-based awards granted to employees and non-employees based on the estimated grant date fair value in accordance with ASC Topic 718, “Compensation - Stock Compensation” and determines the fair value of RSUs based on the fair value of its common stock.

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

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Realized gains and losses are included as a component of other income (expense), net based on the specific identification method.

The securities are subject to a periodic impairment review.

The securities

are subject to a periodic impairment review.

An impairment charge would occur when a decline in the fair value of the investments below the cost basis is judged to be other-than-temporary.

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• 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 2 inputs utilize 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.

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Simplifying the Presentation of Debt Issuance Costs .

Debt issuance costs represent

legal and other direct costs incurred in connection with the Company’s Term Loan (as defined in Note 6.

Debt issuance costs represent legal and other direct costs incurred in connection with the Company’s Term Loan (as defined in Note 6.

These costs are amortized as a non-cash component of interest expense using the effective interest method over the term of the loan.

1 unchanged sentence

The Company records shares of non-voting convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs.

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

The Company had unrealized losses on investments of $ 0.2 million and $ 0.1 million during the years ended December 31, 2022 and 2021, respectively.

The Company had an unrealized gain of $ 0.7 million, and unrealized losses of $ 0.2 million and $ 0.1 million during the years ended December 31, 2023, 2022 and 2021, 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, 2023, 2022 and 2021.

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 , and classifies warrants for common stock as liabilities or equity.

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.

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.

Segment Information

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dollars, except where noted.

Accounting Pronouncements – To Be Adopted

Accounting Pronouncements – Adopted and 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.

The Company does not believe that the adoption of recently issued standards have or may have a material impact on the Company’s consolidated financial statements or disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, or ASU 2023-09.

ASU 2023-09 requires a company's annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for the Company’s annual reporting periods beginning after December 15, 2025.

Adoption is either with a prospective method or a fully retrospective method of transition.

Early adoption is permitted.

The Company is currently evaluating the effect that adoption of ASU 2023-09 will have on its consolidated financial statements.

INVESTMENTS AND FAIR VALUE MEASUREMENTS

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

The Company had realized gains of zero and $ 4 thousand in its available for sale securities for the years ended December 31, 2022 and 2021, respectively.

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

The Company had no realized gains in its available for sale securities for the years ended December 31, 2023 and 2022, and a realized gain of $ 4 thousand in its available for sale securities for the year ended December 31, 2021.

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

Fair Value Measurements

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Money market funds $ 137,903 $ — $ — $ 137,903

corporate paper and bonds — 17,576 — 17,576

Short-term investments:

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Property and equipment, net $ 1,672 $ 1,326

During the year ended December 31, 2021, certain lab equipment 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, 2022 and 2021, depreciation and amortization expense was $ 0.3 million and $ 0.1 million, respectively.

During the years ended December 31, 2023, 2022, and 2021 depreciation and amortization expense was $ 0.5 million, $ 0.3 million and $ 0.1 million, respectively.

ACCRUED LIABILITIES

7 unchanged sentences

Value of liability-classified stock purchase warrants 100 100

Accrued interest payable 154 39

Other accrued liabilities 902 158

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and (4) a fourth tranche of $ 25.0 million, subject to approval by the Lenders’ investment committee(s), available through December 15, 2024.

The milestones for the second and third tranches have not yet been achieved.

The obligations of the Borrower under the Loan Agreement are secured by substantially all of the assets of the Borrower, excluding the Borrower’s intellectual property.

The Term Loan has a maturity date of October 1, 2026.

The Term Loan bears interest at a floating per annum rate equal to the greater of (i) 7.45 % and (ii) 4.2 % above the Prime Rate, provided that the Term Loan interest rate shall not exceed a per annum rate of 8.95 %.

Interest is payable monthly in arrears on the first day of each month.

The interest rate as of December 31, 2022 was 8.95 % based upon an increase in the prime rate in June 2022.

The milestones for the third tranche were not achieved prior to the amendment of the Hercules Loan and Security Agreement in August 2023.

The obligations of the Borrower under the Hercules Loan and Security Agreement were secured by substantially all of the assets of the Borrower, excluding the Borrower’s intellectual property.

The Term Loan had a maturity date of October 1, 2026.

Per the terms of the Hercules Loan and Security Agreement, the Company was originally obligated to make interest-only payments through April 1, 2024.

However, upon the achievement of a development milestone in August 2022 the interest-only period was extended to October 1, 2024.

If additional development milestones are met, the interest-only period will be further extended to April 1, 2025.

The Borrower is required to repay the Term Loan amount in equal monthly installments of the principal amount and interest between the end of the interest-only period and the maturity date of October 1, 2026.

In addition, the Borrower is required to pay an end-of-term fee equal to 6 % of the principal amount of funded Term Loan advances at maturity, which are being accreted as additional interest expense over the term of the loan.

If additional development milestones were met, the interest-only period would be further extended to April 1, 2025.

The Borrower was required to repay the Term Loan amount in equal monthly installments of the principal amount and interest between the end of the interest-only period and the maturity date of October 1, 2026.

In addition, the Borrower was required to pay an end-of-term fee equal to 6 % of the principal amount of funded Term Loan advances at maturity, which were being accreted as additional interest expense over the term of the loan.

Upon signing the Hercules Loan and Security Agreement, the Company drew an initial principal amount of $ 5.0 million.

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In addition, in connection with the initial draw, the Company paid to the Lenders a facility fee of $ 0.1 million, as well as $ 0.1 million of other expenses incurred by the Lenders and reimbursed by the Company (“Lender Expenses”).

The debt issuance costs and the Lender Expenses are being amortized as additional interest expense over the term of the loan.

Debt issuance costs and the Lender Expenses are presented on the consolidated balance sheet as a direct deduction from the related debt liability rather than capitalized as an

asset in accordance with ASU No.

2015-03, Interest - Imputation of Interest (Subtopic 835-30):

Simplifying the Presentation of Debt Issuance Costs .

The debt issuance costs and the Lender Expenses were being amortized as additional interest expense over the term of the loan.

In August 2023, the Company executed an amendment to the Hercules Loan and Security Agreement (the “Hercules Amendment”).

Under the Hercules Amendment, the Lenders provided the Company access to an increased term loan with an aggregate principal amount of up to $ 150 million, in four tranches (collectively the “Amended Term Loan”), consisting of (1) an initial tranche of $ 50.0 million, $ 5.0 million of which was drawn at closing of the Hercules Loan and Security Agreement in April 2022, $ 15.0 million of which was drawn at closing of the Hercules Amendment in August 2023, $ 5.0 million of which was available through December 15, 2023, and $ 25.0 million of which is available from July 1, 2024 through December 15, 2024;

(2) a second tranche of $ 20.0 million, subject to achievement of certain regulatory milestones, available through February 15, 2025;

(3) a third tranche of $ 20.0 million, subject to achievement of certain regulatory milestones, available through March

and (4) a fourth tranche of $ 60.0 million subject to approval by the Lenders’ investment committee(s), available through June 15, 2025.

The milestones for the second and third tranches have not yet been achieved.

The obligations of the Borrower under the Hercules Amendment agreement are secured by substantially all of the assets of the Borrower, excluding the Borrower’s intellectual property.

The Amended Term Loan has a maturity date of October 1, 2026.

The Amended Term Loan bears interest at a floating per annum rate equal to the greater of (i) 7.45 % and (ii) 4.2 % above the Prime Rate (as defined therein), provided that the Term Loan interest rate shall not exceed a per annum rate of 8.95 %.

Interest is payable monthly in arrears on the first day of each month.

The interest rate as of December 31, 2023 was 8.95 %.

Per the terms of the Hercules Amendment, the Company is obligated to make interest-only payments through April 1, 2025.

If certain development milestones are met, then the interest-only period will be extended to October 1, 2025.

If additional development milestones are met, the interest-only period will be further extended to April 1, 2026.

The Borrower is required to repay the Amended Term Loan amount in equal monthly installments of the principal amount and interest between the end of the interest-only period and the maturity date of October 1, 2026.

In addition, the Borrower is required to pay an end-of-term fee equal to 6 % of the principal amount of funded Amended Term Loan advances at maturity, which are being accreted as additional interest expense over the term of the loan.

Upon execution of the Hercules Amendment, the Company drew a principal amount of $ 15.0 million.

The Hercules Amendment was determined to substantially alter the Hercules Loan and Security Agreement and therefore was accounted for as a debt extinguishment.

The Company recognized a loss on debt extinguishment of $ 0.2 million related to unamortized debt discount and debt issuance costs as a component of other income, net in the consolidated statements of operations and comprehensive loss.

The total cost of all items (cash interest, the amortization/accretion of the debt issuance costs and the end-of-term fee) is being recognized as interest expense using an effective interest rate of approximately 9.3 %.

The Company recorded interest expense of $ 0.5 million during the year ended December 31, 2022.

The following table summarizes the impact of the Term Loan, on the Company’s consolidated balance sheet at December 31, 2022:

December 31, 2022

The Company recorded interest expense of $ 1.3 million and $ 0.5 million during the years ended December 31, 2023 and 2022, respectively.

The following table summarizes the impact of the Term Loan, on the Company’s consolidated balance sheet at December 31, 2023 and 2022:

(in thousands)

Gross proceeds 20,000 5,000

Accrued end-of-term fee 205 —

Unamortized debt issuance costs — ( 355 )

Carrying value 20,205 4,645

Future principal payments, which exclude the end of term charge, in connection with the Hercules Loan and Security Agreement as of December 31, 2022 are as follows (in thousands):

The carrying value of the Term Loan approximates its fair value.

Future principal payments, which exclude the end-of-term fee, in connection with the Hercules Loan and Security Agreement as of December 31, 2023 are as follows (in thousands):

Total $ 20,000

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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.

In May 2022, the Company entered into a Manufacturing Development and Supply Agreement with Zenas BioPharma (the “Supply Agreement”) to manufacture and supply, or to have manufactured and supplied, clinical drug product for developmental purposes.

In May 2022, the Company entered into a Manufacturing Development and Supply Agreement with Zenas BioPharma to manufacture and supply, or to have manufactured and supplied, clinical drug product for developmental purposes.

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

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The Company applied ASC 606 for certain activities within the arrangement associated with the Company’s transfer of a good or service (i.e., a unit of account) that is part of the Company’s ongoing major or central operations.

The Company allocated the transaction price 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.

The Company allocated the transaction price 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 cost.

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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 years ended December 31, 2022 and 2021, the Company recognized $ 1.8 million and $ 3.0 million, respectively, of collaboration revenue related to the Zenas Agreements.

As of December 31, 2022, 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.

During the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 0.3 million, $ 1.8 million and $ 3.0 million, respectively, of collaboration revenue related to the Zenas Agreements.

As of December 31, 2023 and 2022, the Zenas Agreements are considered related party transactions because Fairmount Funds Management LLC (“Fairmount”) 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.

Antibody and Discovery Option Agreement with Paragon Therapeutics, Inc.

In January 2022, the Company and Paragon Therapeutics, Inc.

(“Paragon”) entered into an antibody and discovery option agreement (the “Paragon Agreement”) under which the Company and Paragon will cooperate to develop one or more antibodies.

(“Paragon”) entered into an antibody and discovery option agreement (the “Paragon Agreement”) under which the Company and Paragon will cooperate to develop one or more proteins or antibodies.

Under the terms of the Paragon Agreement, Paragon will perform certain development activities in accordance with an agreed upon research plan, and the Company will pay Paragon agreed upon development fees in exchange for Paragon’s commitment of the necessary personnel and resources to perform these activities.

The Paragon Agreement stipulates a final deliverable to the Company comprising of a report summarizing the experiments and processes performed under the research plan (the “Final Deliverable”).

Additionally, Paragon agreed to grant the Company an option for an exclusive license to all of Paragon’s right, title and interest in and to certain antibody technology and the Final Deliverable, and a non-exclusive license to certain background intellectual property owned by Paragon solely to research, develop, make, use, sell, offer for sale and import of the licensed intellectual property and resulting products worldwide (each, an “Option” and together, the “Options”).

property owned by Paragon solely to research, develop, make, use, sell, offer for sale and import of the licensed intellectual property and resulting products worldwide (each, an “Option” and together, the “Options”).

Paragon also granted to the Company a limited, exclusive, royalty-free license, without the right to sublicense, to certain antibody technology and the Final Deliverable, and a non-exclusive, royalty-free license without the right to sublicense, under certain background intellectual property owned by Paragon, solely to evaluate the antibody technology and Option and for the purpose of allowing the Company to determine whether to exercise the Option with respect to certain programs.

The Company may, at its sole discretion, exercise the Option with respect to specified programs at any time until the date that is 90 days after the Company’s receipt of the Final Deliverable the applicable program, or such longer period as agreed upon by the parties (“Option Period”) by delivering written notice of such exercise to Paragon.

If the Company fails to exercise an Option prior to expiration of the applicable Option Period, such Option for such Program will terminate.

The Company may, at its sole discretion, exercise the Option with respect to specified programs (“Programs”) at any time until the date that is 90 days after the Company’s receipt of the Final Deliverable the applicable program, or such longer period as agreed upon by the parties (“Option Period”) by delivering written notice of such exercise to Paragon.

If the Company fails to exercise an Option prior to expiration of the applicable Option Period, such Option for such Programs will terminate.

In consideration for Paragon’s grant of the Options to the Company, the Company paid to Paragon a non-refundable, non-creditable one-time fee of $ 2.5 million, which was recorded as research and development expense during the three months ended March 31, 2022.

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The non-refundable upfront fee and the First Amendment Payment are separate from any development costs or cost advance paid or owing with respect to the specified program.

During the year ended December 31, 2022, the Company recorded $ 5.6 million in research and development costs related to the Paragon Agreement.

As of December 31, 2022, the Paragon Agreement is considered a related party transaction because Fairmount beneficially owns more than 5 % of the Company’s capital stock and has two seats on the Company’s board of directors, and beneficially owns more than 5 % of Paragon, which is a joint venture between Fairmount and FairJourney Biologics, and has appointed the sole director on Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers.

In October 2023, the Company entered into a License Agreement with Paragon (the “Paragon License Agreement”) as a result of exercising its Option under the Paragon Agreement to obtain exclusive licenses to develop, manufacture and commercialize certain antibodies, proteins and associated products.

In connection with the execution of the Paragon License Agreement, the Company made an initial payment of $ 5.3 million, which was recorded as research and development expense during the three months ended December 31, 2023.

This amount is reflected as a cash outflow from operating activities in the statement of cash flows during the year ended December 31, 2023.

In consideration for rights granted by Paragon, the Company is obligated to make certain future development milestone payments of up to $ 16.0 million on a program-by-program basis upon the achievement of specified clinical and regulatory milestones.

Additionally, if the Company successfully commercializes any product candidate subject to the Paragon License Agreement, it is responsible for royalty payments equal to a percentage in the mid-single digits of net sales.

During the years ended December 31, 2023 and 2022, the Company recorded $ 12.0 million and $ 5.6 million in research and development costs related to the Paragon Agreement.

As of December 31, 2023 and 2022, the Paragon Agreement is considered a related party transaction because Fairmount beneficially owns more than 5 % of the Company’s capital stock and has two seats on the Company’s board of directors, and beneficially owns more than 5 % of Paragon, which is a joint venture between Fairmount and FairJourney Biologics, and has appointed the sole director on Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers.

COMMITMENTS AND CONTINGENCIES

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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.

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 Agreements with Xencor, Inc.

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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.

This agreement was terminated on September 7, 2023 and no further financial obligations exist under the 2021 Xencor License Agreement.

In December 2020, the Company entered into a license agreement (the “Xencor License Agreement”) with 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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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 products containing the licensed technology in each country until the later of (i) the expiration of the last patent claim subject to the Xencor License Agreement in such country, (ii) the expiration of any applicable regulatory exclusivity obtained, or (iii) the 12 th anniversary of the date of the first commercial sale.

Contingent Value Rights Agreement

In accordance with the merger agreement with miRagen Therapeutics, Inc., 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.

No CVRs have been or may in the future be issued pursuant to the terms of the CVR Agreement as of December 31, 2022.

This agreement was terminated on July 25, 2023 and no further financial obligations exist under the Xencor License Agreement.

Development and License Agreement with Enable Injections

In January 2023, the Company entered into a Development and License Agreement (the “Enable License Agreement”) with Enable Injections, Inc.

(“Enable”), under which Enable granted the Company an exclusive, royalty-bearing, sublicensable, non-transferrable license to (i) develop, commercialize, seek marketing approval for and otherwise use and exploit certain products, and (ii) make and have made such product solely for such permitted uses.

Pursuant to the terms of the Enable License Agreement, Viridian granted Enable a non-exclusive, royalty-free, non-sublicensable, non-transferable license.

In consideration for the rights granted by Enable the Company paid Enable an initial, non-creditable, non-refundable license fee of $ 15.0 million in January 2023.

This amount is included in research and development expense for the year ended December 31, 2023 in the accompanying consolidated statement operations.

This amount is reflected as a cash outflow from operating activities in the statement of cash flows during the year ended December 31, 2023.

The Company is obligated to make certain future milestone payments of up to $ 45.0 million upon the achievement of specified development, clinical and regulatory milestones.

Additionally, if the Company is successful in commercializing any product candidate subject to the Enable License Agreement, the Company is obligated to make certain commercial milestone payments of up to $ 150.0 million and royalty payments equal to a percentage in the mid-single digits.

Exclusive License and Collaboration Agreement

In May 2023, the Company and a third-party collaborator entered into an Exclusive License and Collaboration Agreement to collaborate and conduct certain IND-enabling activities with respect to the licensed compound and licensed product.

Under the terms of the agreement, Viridian was granted an exclusive, royalty-bearing, worldwide license to develop, manufacture, and commercialize certain licensed compounds and licensed products in the field (the “License”).

In consideration for the rights granted by the License, the Company initially issued 204,843 shares of its common stock to certain stockholders of the third-party.

The shares were valued at $ 5.0 million and recorded as research and development expense during the three months ended June 30, 2023.

On July 24, 2023, the Company issued 39,059 additional shares of its common stock to certain stockholders of

the third-party and recorded the related $ 0.7 million expense as research and development expenses during three months ended September 30, 2023.

Additionally, upon the date when the Company decides to pursue certain studies for the licensed compound under the agreement, the Company shall issue the third-party collaborator the equivalent of $ 10.0 million in shares of its common stock.

The Company is also obligated to make certain future milestones of up to $ 45.0 million upon the achievement of certain development milestones.

Remaining development milestone payments shall be payable in cash.

If the Company is successful in commercializing products related to the licensed compound, the Company is also obligated to pay up to $ 60.0 million upon the achievement of certain sales milestones as well as royalty payments equal to a percentage in the mid-single to double digits.

Lease Obligations

Colorado-based Office and Lab Space

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 Company is party to a multi-year, non-cancelable lease agreement for its Colorado-based office and lab space (the “Colorado Lease”).

The Colorado 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 Colorado Lease, 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 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.

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 Colorado Lease 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.

Massachusetts-based Office Space

The Company is party to a multi-year, non-cancelable lease agreement for its Massachusetts-based office space (as subsequently amended, 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.

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 entered into an amendment to the Original Lease to increase its Massachusetts-based office space (the “First Amendment”).

In April 2022, the Company entered into a second amendment to the Original Lease of its Massachusetts-based office space (the “Second Amendment”).

The Second Amendment made certain modifications to both the Original Lease and First Amendment, including (i) the addition of 2,432 square feet of office space in the same building and (the “April 2022 Expansion Premises”), (ii) the termination of the 1,087 square feet of leased space under the Original Lease seven days after the delivery of the April 2022 Expansion Premises, which occurred in the fourth quarter of 2022, and (iii) the extension of the expiration date of the 3,284 square feet of leased space under the First Amendment from October 2024 through November 2026.

Under the Second Amendment, the Company has the option to extend the lease term for an additional period of three years upon notice to the landlord.

The Second Amendment provides for annual base rent for the April 2022 Expansion Premises of approximately $ 0.4 million during the lease term.

The Company is also obligated to pay the landlord certain costs, taxes and operating expenses.

In July 2022, the Company entered into a third amendment to the Original Lease of its Massachusetts-based office space (the “Third Amendment”).

The Third Amendment makes certain modifications to the Original Lease, including (i) the addition of 5,240 square feet of office space in the same building (the “July 2022 Expansion Premises”), (ii) the termination of the 1,087 square feet of leased space under the Original Lease, and (iii) the extension of the expiration date of the 3,284 square feet of leased space under the First Amendment to four years from the delivery of the July 2022 Expansion Premises.

Under the Third Amendment, the Company has the option to extend the lease term for an additional period of three years upon notice to the landlord.

The Third Amendment provides for annual base rent for the July 2022 Expansion Premises of approximately $ 0.9 million during the lease term.

The Company is party to a multi-year, non-cancelable lease agreement for its Massachusetts-based office space (as subsequently amended in July 2021, April 2022, and July 2022, the “Massachusetts Lease”).

The Massachusetts Lease includes rent escalation clauses throughout the lease term.

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

Upon initial assumption of the Massachusetts Lease in October 2020, the Company recognized a right-of-use asset and corresponding lease liability 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.

The Massachusetts Lease provides for annual base rent of approximately $ 0.4 million during the lease term.

The Company is also obligated to pay the landlord certain costs, taxes and operating expenses.

The Massachusetts Lease will expire in April 2027.

The Company has the option to extend the lease term for an additional period of three years upon notice to the landlord.

Future lease payments under noncancellable leases as of December 31, 2023 are as follows:

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As of December 31, 2023, the Company’s operating lease obligations were reflected as short-term operating lease liabilities of $ 0.8 million within accrued liabilities and $ 1.0 million of long-term lease obligations 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 both the years ended December 31, 2022 and 2021, and which was included in operating expense in the consolidated statements of operations and comprehensive loss.

The Company is also required to pay for operating expenses related to the leased space, which were $ 0.3 million for both the years ended December 31, 2022 and 2021.

Amortization of the operating lease right-of-use assets, and corresponding reduction of operating lease obligations, amounted to $ 0.8 million, $ 0.5 million and $ 0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, which was included in operating expense in the consolidated statements of operations and comprehensive loss.

The Company is also required to pay for operating expenses related to the leased space, which were $ 0.4 million, $ 0.3 million and $ 0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The operating expenses are incurred separately and were not included in the present value of lease payments.

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Public Offerings

In August 2022, the Company entered into an underwriting agreement (the “2022 Underwriting Agreement”) with Jefferies LLC (“Jefferies”), SVB Securities LLC and Evercore Group L.L.C.

(“Evercore”) relating to the offer and sale (the “2022 Offering”) of 11,352,640 shares of the Company’s common stock, which includes 1,725,000 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 $ 23.50 per share, and 28,084 shares of Series B Non-Voting Convertible Preferred Stock, par value $ 0.01 per share, at a public offering price of $ 1,566.745 per share (collectively the “2022 Public Offering”).

In August 2022, the Company entered into an underwriting agreement with Jefferies LLC (“Jefferies”), SVB Securities LLC (now known as Leerink Partners LLC (“Leerink Partners”)) and Evercore Group L.L.C.

(“Evercore”) relating to the offer and sale of 11,352,640 shares of the Company’s common stock, which includes 1,725,000 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 $ 23.50 per share, and 28,084 shares of Series B Non-Voting Convertible Preferred Stock, par value $ 0.01 per share, at a public offering price of $ 1,566.745 per share (collectively the “2022 Public Offering”).

The aggregate gross proceeds to the Company from the 2022 Public Offering, including the exercise of the option were approximately $ 311.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

In September 2021, the Company entered into an underwriting agreement (the “2021 Underwriting Agreement”) with Jefferies, SVB Leerink LLC and Evercore 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”).

In September 2021, the Company entered into an underwriting agreement with Jefferies, Leerink Partners and Evercore 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, including the exercise of the option, were approximately $ 97.7 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Private Placements

In November 2023, the Company issued and sold in private placement transactions an aggregate of 8,869,797 shares of the Company’s common stock at a price per share of $ 12.38 and 92,312 shares of the Company’s Series B non-voting convertible preferred stock at a price per share of $ 825.3746 , pursuant to securities purchase agreements with certain institutional and accredited investors.

The Company received aggregate gross proceeds of approximately $ 186.0 million, before deducting offering expenses payable by the Company.

Common Stock Sales Agreements - Jefferies LLC

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Jefferies will receive a commission of 3.0 % of the gross proceeds of any shares of common stock sold under the September 2022 ATM Agreement.

During the quarter ended December 31, 2022, 964,357 shares have been sold under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 26.01 per share, for aggregate net proceeds of approximately $ 24.2 million, including commissions to Jefferies as a sales agent.

In November 2021, the Company entered into an Open Market Sale Agreement SM (the “November 2021 ATM Agreement”) with Jefferies, pursuant to which the Company could 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.

During the year ended December 31, 2022, the Company sold 964,357 shares under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 26.01 per share, for aggregate net proceeds of approximately $ 24.2 million, including commissions to Jefferies as a sales agent.

During the year ended December 31, 2023, the Company sold 684,298 shares under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 22.30 per share, for aggregate net proceeds of approximately $ 14.8 million, including commissions to Jefferies as a sales agent.

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.

The November 2021 ATM Agreement was terminated in connection with the September 2022 ATM Agreement.

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An aggregate of 2,551,269 shares of common stock were sold pursuant to the April 2021 ATM Agreement prior to its termination, 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.

Common Stock Purchase Agreement - Aspire Capital Fund, LLC

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.

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

The Company did not sell any shares to Aspire Capital during the years ended December 31, 2021 or 2022.

As of December 31, 2022, 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.

The Company also has the right to require Aspire Capital to purchase up to an additional 30 % of the trading volume of the shares for the next business day at a purchase price (the “VWAP Purchase Price”), equal to the lesser of:

(i) the closing sale price of the shares on the purchase date, or (ii) ninety-seven percent ( 97 %) of the next business day’s volume weighted average-price (each such purchase, a “VWAP Purchase”).

The Company shall have the right, in its sole discretion, to determine a maximum number of shares and set a minimum market price threshold for each VWAP Purchase.

The Company can only require a VWAP Purchase if the Company has also submitted a regular purchase on the notice date for the VWAP Purchase.

There are no limits on the number of VWAP purchases that the Company may require.

The Aspire Stock Purchase Agreement may be terminated by the Company at any time, at the Company’s discretion, without any cost to the Company.

There are no limitations on use of proceeds, financial or business covenants, restrictions on future financings, rights of first refusal, participation rights, penalties, or liquidated damages in the Aspire Stock Purchase Agreement.

Preferred Stock

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

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.

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, 2023 and 2022, there were 172,435 and 188,381 shares of Series A Preferred Stock outstanding, respectively.

1 unchanged sentence

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 4.99 % and 19.99 %) 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, (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (ii) alter or amend the Certificate of Designation, or (iii) 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.

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.

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Exercised (1)

( 114,080 ) $ 16.50

Outstanding at December 31, 2023 249,883 $ 15.51

(1) Includes 139 warrants that were surrendered in cashless exercises

SHARE-BASED COMPENSATION

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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”).

Additionally, beginning 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”).

Additionally, beginning in July 2021, the Company granted stock options and RSUs 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.

On June 8, 2022 (the “Effective Date”), the Company’s stockholders approved the amendment and restatement of the 2016 Plan (the “Amended 2016 Plan”), which increased the number of shares reserved for issuance under the Amended 2016 Plan by 3,050,000 shares and transferred the number of shares that remain available for issuance under the 2020 Plan as of the Effective Date into the Amended 2016 Plan so that the Company operates from a single equity plan going forward.

The term of the Amended 2016 Plan is 10 years following the Effective Date.

In June 2022, the Company’s stockholders approved the amendment and restatement of the 2016 Plan to, among other things, transfer the then-remaining number of shares available for issuance under the 2020 Plan into the 2016 Plan so that the Company operates from a single equity plan going forward.

In June 2023, the Company’s stockholders approved a further amendment and restatement of the 2016 Plan to, among other things, increase the number of shares reserved for issuance thereunder by 2,000,000 shares.

The 2016 Plan will terminate on June 14, 2033.

As of December 31, 2023, the Company had the following balances by plan:

Stock Options Outstanding Shares Available for Issuance

Restricted Stock Units Outstanding Stock Options Outstanding Shares Available for Issuance

Inducement Awards — 4,543,686 —

3 unchanged sentences

Total 804,947 11,533,484 1,289,073

Stock Options

Options granted under the Equity Incentive Plans and the Inducement Awards have an exercise price equal to the market value of the common stock at the date of grant and expire 10 years from the date of grant.

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

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 terms of the options.

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

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Share-Based Compensation Expense

Share-based compensation related to all equity awards issued pursuant to the Equity Incentive Plans and for estimated shares to be issued under the ESPP for the purchase periods active during each respective period is included in the consolidated statements of operations and comprehensive loss as follows:

Share-based compensation related to all equity awards issued pursuant to the Equity Incentive Plans, the Inducement Awards and for estimated shares to be issued under the ESPP for the purchase periods active during each respective period is included in the consolidated statements of operations and comprehensive loss as follows:

2023 2022 2021

(in thousands)

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Total share-based compensation expense $ 67,172 $ 19,765 $ 14,465

As of December 31, 2022, the Company had $ 54.9 million of total unrecognized employee and non-employee share-based compensation costs, which the Company expects to recognize over a weighted-average remaining period of 2.77 years.

During the year ended December 31, 2023, the Company recorded an additional $ 26.1 million in share-based compensation related to the acceleration of vesting for former executive officers, an amount which includes $ 1.6 million related to the modification of the terms of options outstanding at the time of termination which would have otherwise forfeited.

As of December 31, 2023, the Company had $ 108.6 million of total unrecognized share-based compensation costs related to stock options, which the Company expects to recognize over a weighted-average remaining period of 3.34 years.

As of December 31, 2023, the Company had $ 11.8 million of total unrecognized share-based compensation costs related to unvested RSUs, which the Company expects to recognize over a weighted-average remaining period of 3.72 years.

RETIREMENT BENEFIT PLAN

The Company has established a 401(k) retirement plan that allows participating employees in the U.S.

to contribute as defined by the plan and is subject to limitations under Section 401(k) of the Internal Revenue Code of 1986, as amended.

The Company matches 100 % of the first 4 % (subject to annual compensation and contribution limits) of employee contributions.

During the years ended December 31, 2023, 2022 and 2021, the Company paid a matching contribution of $ 0.7 million, $ 0.4 million and $ 0.2 million, respectively.

NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss available to common stockholders by the weighted-average number of common stock outstanding.

Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive.

Diluted net loss per share is computed similarly to basic net loss per share except that the

denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive.

Diluted net loss per share is the same as basic net loss per share of common stock, as the effects of potentially dilutive securities are antidilutive.

Potentially dilutive securities include the following:

(in thousands)

2023 2022 2021

Series A Preferred Stock, as converted to shares of common stock 11,495,724 12,558,796 17,363,335

2 unchanged sentences

Warrants to purchase common stock 249,883 363,963 420,609

Restricted stock units 804,947 — —

Total 33,652,219 22,059,225 23,009,593

5 unchanged sentences

Year Ended December 31,

2023 2022 2021

Federal statutory income tax rate 21.0 % 21.0 % 21.0 %

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Other permanent items ( 0.7 ) ( 0.8 ) —

Section 382 limit — —

Stock-based compensation ( 0.4 ) ( 1.5 ) ( 2.3 )

2 unchanged sentences

Year Ended December 31,

2023 2022 2021

(in thousands)

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IRC § 174 capitalized costs 45,979 18,252 —

Unrealized gains/losses 71 — —

Operating lease right-of-use asset, net 44 22 —

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In assessing the realizability of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized.

The ultimate realization of deferred tax

assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

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, 2023 and 2022.

The change in valuation allowance was an increase of $ 33.2 million in 2022 and an increase of $ 24.4 million in 2021.

The change in valuation allowance was an increase of $ 69.1 million in 2023, an increase of $ 33.2 million in 2022 and an increase of $ 24.4 million in 2021.

The Company concluded that there were no significant uncertain tax positions relevant to the jurisdictions where it is required to file income tax returns requiring recognition in the consolidated financial statements for the years ended 2023 and 2022.

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SUBSEQUENT EVENTS

Common Stock Sales Agreements - Jefferies LLC

In January 2024, the Company sold 1,561,570 shares of common stock under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 23.22 per share, for aggregate gross proceeds of approximately $ 36.3 million, before deducting commissions to Jefferies as a sales agent payable by the Company.

Public Offerings

In January 2024, the Company entered into an underwriting agreement with Jefferies and Leerink Partners relating to the offer and sale (the “2024 Offering”) of 7,142,858 shares of the Company’s common stock at a public offering price of $ 21.00 per share.

The aggregate gross proceeds to the Company from the 2024 Offering were approximately $ 150.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

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.

VIRIDIAN THERAPEUTICS, INC.

March 9, 2023 By:

/s/ Scott Myers

February 27, 2024 By:

/s/ Stephen Mahoney

Stephen Mahoney

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 9, 2023 By:

/s/ Kristian Humer

Kristian Humer

Chief Financial Officer

February 27, 2024 By:

/s/ Seth Harmon

Senior Vice President of Finance and Accounting

(Principal Financial Officer;

Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott Myers 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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Mahoney and Seth Harmon, 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.

Signature Title Date

/s/ Scott Myers President, Chief Executive Officer, and Director March 9, 2023

Scott Myers (Principal Executive Officer)

/s/ Kristian Humer Chief Financial Officer March 9, 2023

Kristian Humer (Principal Financial Officer;

/s/ Stephen Mahoney President, Chief Executive Officer and Director February 27, 2024

Stephen Mahoney (Principal Executive Officer)

/s/ Seth Harmon Senior Vice President of Finance and Accounting February 27, 2024

Seth Harmon (Principal Financial Officer;

Principal Accounting Officer)

/s/ Tomas Kiselak Chairman of the Board March 9, 2023

/s/ Tomas Kiselak Chairman of the Board February 27, 2024

Tomas Kiselak

/s/ Peter Harwin Director March 9, 2023

/s/ Arlene Morris Director March 9, 2023

/s/ Sarah Gheuens Director February 27, 2024

Sarah Gheuens, M.D., Ph.D.

/s/ Peter Harwin Director February 27, 2024

/s/ Arlene Morris Director February 27, 2024

Arlene Morris

/s/ Jennifer Moses Director March 9, 2023

/s/ Jennifer Moses Director February 27, 2024

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