What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-27 · 361 added, 218 removed, 869 unchanged (40% 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.

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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 .

During the three months ended December 31, 2024, none of the Company’s directors or officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 or Regulation S-K.

Amended Executive Employment Agreements

On February 25, 2025, the Company and Stephen Mahoney, the Company’s President, Chief Executive Officer and Director, entered into an amendment, effective January 1, 2025, to his employment agreement with the Company, dated as of October 27, 2023 (as amended, the “CEO Executive Employment Agreement”).

On February 25, 2025, the Company also entered into amendments to the existing employment agreements (as amended, the “Non-CEO Executive Employment Agreements”) with Thomas Beetham, the Company’s Chief Operating Officer, Seth Harmon, the Company’s Chief Financial Officer, and Jennifer Tousignant, the Company’s Chief Legal Officer (each, an “Executive” and, collectively, the “Non-CEO Executives” and the Non-CEO Executives, together with Mr.

Mahoney, the “Executives”).

The principal terms of the Executives’ compensation arrangements, including annual base salary and target bonus opportunity, were not modified pursuant to the amendments.

The amendments to the CEO Executive Employment Agreement and the Non-CEO Executive Employment Agreements provide that (a) a change in title, reporting relationships and/or responsibilities of the applicable Executive could constitute a material reduction in such Executive’s authority, duties or responsibilities pursuant to which such Executive may terminate his or her employment with the Company by resigning for “good reason,” and that the determination of whether a material reduction has occurred shall be made by the Company in good faith other than in connection with a change in control (as defined in the applicable agreement);

and (b) in the event of an involuntary termination in connection with a change in control, each Executive shall be entitled to receive (i) continued payment of his or her annual base salary in effect immediately prior to the termination for a period of 24 months, in the case of Mr.

Mahoney, or 12 months, in the case of the Non-CEO Executives, payable over the Company’s regular payroll schedule;

(ii) reimbursement of COBRA coverage for up to 24 months, in the case of Mr.

Mahoney, or 12 months, in the case of the Non-CEO Executives (or, if sooner, until he or she receives substantially similar coverage from another employer or ceases to be eligible for COBRA coverage);

(iii) the immediate vesting of all of the Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements;

and (iv) payment of his or her Annual Performance Bonus (as defined in the CEO Executive Employment Agreement or the Non-CEO Executive Employment Agreements, as applicable) at either two times the full Target Amount (as defined in the CEO Executive Employment Agreement), with respect to Mr.

Mahoney, or the full Target Amount (as defined in the applicable Non-CEO Executive Employment Agreement), with respect to the Non-CEO Executives, in each case within thirty days after the effective date of the involuntary termination.

The foregoing summaries of the CEO Executive Employment Agreement and the Non-CEO Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable Executive’s employment agreement, as amended.

Copies of the amendments for each of the CEO Executive Employment Agreement, with respect to Mr.

Mahoney, and Non-CEO Executive Employment Agreements, with respect to each of Mr.

Harmon and Ms.

Tousignant, are filed as exhibits to this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

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EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by reference to our 2024 Proxy Statement, including under headings “Executive Compensation” and “Directors, Executive Officers and Corporate Governance.”

The information required by this Item 11 is incorporated herein by reference to our 2025 Proxy Statement, including under headings “Executive Officer and Director Compensation,” “Compensation Discussion and Analysis,” and “Directors, Executive Officers and Corporate Governance – Compensation Committee Interlocks and Insider Participation, “Compensation Committee Report” and “Risks Related to Compensation Practices and Polices.” The section titled “Pay Versus Performance” in our 2025 Proxy Statement is not incorporated by reference herein.

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

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Description of Exhibit Form Filing Date Number

Agreement and Plan of Merger, dated October 27, 2020, by and among the Registrant, Oculus Merger Sub I, Inc., Oculus Merger Sub II, LLC, and Viridian Therapeutics, Inc.

8-K 10/28/2020 2.1

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

10-K 03/11/2022 3.1

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

3.2 Fourth Amended and Restated Bylaws of the Registrant, effective as of December 15, 2023.

8-K 12/18/2023 3.1

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

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

10-K 02/27/2024 10.2

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

8-K 02/06/2023 10.1

10.5+ Jonathan Violin General Release and Separation and Consulting Agreement, dated February 6, 2023.

8-K 02/06/2023 10.2

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

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

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

10-K 02/27/2024 10.9

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

10-K 02/27/2024 10.10

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

10-K 02/27/2024 10.11

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

10-K 02/27/2024 10.12

10.9+ Form of Inducement Stock Option Agreement.

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

10-K 2/27/2024 10.16

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

10-K 2/27/2024 10.17

10.14+ 2016 Amended and Restated Employee Stock Purchase Plan.

10-K 2/27/2024 10.18

10.15+ Viridian Therapeutics, Inc.

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10-Q 11/14/2022 10.1

10.29 Fourth Amendment to Lease by and between Registrant and Watch City Ventures MT, LLC dated as of April 8, 2024.

10-Q 08/08/2024 10.1

10.30 Fifth Amendment to Lease by and between Registrant and Watch City Ventures MT, LLC dated as of September 19, 2024.

10-Q 11/12/2024 10.1

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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8-K 10/30/2023 10.2

10.37 Amended and Restated License Agreement by and between Registrant and Paragon Therapeutics, Inc.

dated as of September 20, 2024.

10-Q 11/12/2024 10.2

10.38+ Amendment to Stephen Mahoney Employment Agreement, dated February 25 , 2025.

10.39+ Amendment to Thomas Beetham Employment Agreement, dated February 25 , 2025.

10.40+ Amendment to Seth Harmon Employment Agreement, dated February 25 , 2025.

10.41+ Amendment to Jennifer Tousignant Employment Agreement, dated February 25 , 2025.

19 Insider Trading Policy .

21.1 Subsidiaries of the Registrant.

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Incentive Compensation Clawback Policy.

10-K 2/27/2024 97.1

101.INS XBRL Instance Document x

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

Reports of Independent Registered Public Accounting Firm (KPMG LLP, Boston, MA, Auditor Firm ID:

Consolidated Balance Sheets

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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.

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.

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

Accrued outsourced clinical trials and preclinical studies

As discussed in Notes 2 and 5 to the consolidated financial statements, accrued expenses for clinical trials and preclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers.

Accrued outsourced clinical trials and nonclinical studies

As discussed in Notes 2 and 5 to the consolidated financial statements, accrued expenses for clinical trials and nonclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers.

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

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

Accrued liabilities for outsourced clinical trials and preclinical studies were $10.7 million as of December 31, 2023.

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

Specifically, evaluating the sufficiency of audit evidence obtained over the estimates of costs incurred by third parties, including the factors described above, required subjective auditor judgment due to the nature of available evidence.

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

Accrued liabilities for outsourced clinical trials and nonclinical studies were $30.9 million as of December 31, 2024.

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

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

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

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

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

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

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

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

Boulder, Colorado

February 27, 2024

Boston, Massachusetts

March 3, 2025

VIRIDIAN THERAPEUTICS, INC.

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Short-term investments 617,990 374,543

Prepaid expenses and other current assets 9,006 6,521

Prepaid expenses and other current assets (including related party of $ 800 and $ — as of December 31, 2024 and 2023, respectively)

Unbilled revenue - related party — 102

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Additional paid-in capital 1,477,811 960,536

Accumulated other comprehensive gain (loss) 338 ( 390 )

Accumulated other comprehensive income (loss) ( 10 ) 338

Accumulated deficit ( 995,857 ) ( 725,908 )

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Net loss $ ( 269,949 ) $ ( 237,734 ) $ ( 129,874 )

Net loss per share, basic and diluted $ ( 5.31 ) $ ( 4.05 ) $ ( 6.66 )

Weighted-average shares used to compute basic and diluted net loss per share 44,755,475 32,087,293 11,918,712

Net loss per share, basic and diluted, common stock $ ( 3.07 ) $ ( 3.91 ) $ ( 2.71 )

Weighted-average shares common shares outstanding, basic and diluted 67,885,831 44,755,475 32,087,293

Net loss per share, basic and diluted, Series A convertible preferred stock $ ( 204.82 ) $ ( 260.70 ) $ ( 181.03 )

Weighted-average Series A convertible preferred stock outstanding, basic and diluted 154,856 174,226 203,190

Net loss per share, basic and diluted, Series B convertible preferred stock $ ( 204.82 ) $ ( 260.69 ) $ ( 180.85 )

Weighted-average Series B convertible preferred stock outstanding, basic and diluted 144,862 66,385 33,436

Comprehensive loss:

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Change in unrealized (loss) gain on investments ( 348 ) 728 ( 233 )

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

Total other comprehensive (loss) income ( 348 ) 728 ( 233 )

Total comprehensive loss $ ( 270,297 ) $ ( 237,006 ) $ ( 130,107 )

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Issuance of common stock upon the conversion of convertible preferred stock ( 72,056 ) ( 32,694 ) — — 4,803,965 48 32,646 — — —

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

Issuance of Series B convertible preferred stock and common stock in the 2022 Public Offering, net of issuance costs of $ 2,992 and $ 18,146 , respectively

— — 28,084 41,008 11,352,640 114 248,528 — — 289,650

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

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

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

Issuance of common stock, 2022 ATM, net of issuance costs of $ 926

— — — — 964,357 10 24,150 — — 24,160

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

Issuance of common stock upon exercises of warrants — — — — 56,666 1 934 — — 935

Issuance of common stock for exercises of stock options — — — — 191,291 2 2,760 — — 2,762

Issuance of common stock for cash under employee stock purchase plan — — — — 13,024 — 183 — — 183

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

Issuance of Series B preferred stock and common stock, 2022 Public Offering, net of issuance costs of $ 2,992 and $ 18,146 , respectively

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

Issuance of Series B convertible preferred stock and common stock, 2023 Private Placement, net of issuance costs of $ 4,588 and $ 6,805 , respectively

— — 92,312 71,604 8,869,797 89 102,914 — — 174,607

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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 loss on investments — — — — — — — ( 233 ) — ( 233 )

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

Issuance of common stock upon the conversion of convertible preferred stock ( 37,571 ) ( 17,047 ) ( 18,362 ) ( 24,085 ) 3,729,048 37 41,095 — — —

Preferred Stock Common Stock Additional

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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, January 2024 Public Offering, net of issuance costs of $ 9,304

— — — — 7,142,858 71 140,625 — — 140,696

Issuance of Series B convertible preferred stock and common stock, September 2024 Public Offering, net of issuance costs of $ 1,500 and $ 13,954 , respectively

— — 20,000 23,501 12,466,600 125 219,669 — — 243,295

Issuance of common stock, September 2022 ATM, net of issuance costs of $ 2,156

— — — — 3,058,751 31 67,724 — — 67,755

Issuance of common stock for exercises of stock options — — — — 437,146 4 5,340 — — 5,344

2 unchanged sentences

Share-based compensation expense — — — — — — 42,150 — — 42,150

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

Change in unrealized gain/loss on investments — — — — — — — ( 348 ) — ( 348 )

Net loss — — — — — — — — ( 269,949 ) ( 269,949 )

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Accretion and amortization of premiums and discounts on available-for-sale securities ( 15,655 ) ( 11,490 ) ( 210 )

Realized gain on investments — — ( 4 )

Net loss on extinguishment of debt — 181 —

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Proceeds from sales and maturities of short-term investments 466,928 314,526 108,935

Proceeds from sale of property and equipment — — 79

Purchases of property and equipment ( 511 ) ( 898 ) ( 797 )

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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 —

Proceeds from the issuance of common stock, pursuant to 2021 Public Offering and April 2021 ATM Agreement — — 114,242

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

Proceeds from the issuance of common stock, pursuant to Public Offerings and September 2022 ATM Agreement 453,660 — 291,874

Payments of issuance costs associated with the sale of common stock ( 25,442 ) ( 7,213 ) ( 19,072 )

Proceeds from the issuance of Series B preferred stock — 44,000 16,960

Payment of issuance costs associated with the sale of preferred stock ( 4,588 ) ( 2,992 ) ( 1,291 )

Proceeds from the issuance of Series B convertible preferred stock, pursuant to Public Offerings 25,001 — 44,000

Payment of issuance costs associated with the sale of convertible preferred stock ( 1,500 ) ( 4,588 ) ( 2,992 )

Proceeds from the exercise of warrants — 1,881 935

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Purchase of property and equipment in accounts payable and accrued liabilities $ 43 $ — $ 380

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

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

Unpaid common and convertible preferred stock issuance costs included in accrued liabilities $ 58 $ 41 $ —

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

Right-of-use asset and lease liability recognized for new operating lease $ 496 $ — $ —

Remeasurement of operating lease right-of-use assets for lease modifications $ 837 $ 641 $ 448

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

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DESCRIPTION OF BUSINESS

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

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

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

Viridian Therapeutics, Inc., a Delaware corporation (the “Company” or “Viridian”), is a biopharmaceutical company focused on discovering, developing and commercializing potential best-in-class medicines for serious and rare diseases.

The Company’s most advanced program, veligrotug (formerly known as 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-003, is an extended half-life monoclonal antibody with the same binding domains as veligrotug 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.

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

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

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

Since its inception and through December 31, 2024, the Company has generated an accumulated deficit of $ 995.9 million.

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As of December 31, 2024, the Company had approximately $ 717.6 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.

In addition, the Company also has access to additional undrawn funds under the Hercules Loan and Security Agreement Amended Term Loan, as further described in Note 6.

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.

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

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

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, timing of market research and other professional and consulting activities to prepare for commercial activities, 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 product candidates, operational performance, and market conditions, including those resulting from the current inflationary and broader macroeconomic environment.

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The Company’s management performed an evaluation of its activities through the date of filing of these consolidated financial statements and concluded that there are no subsequent events requiring disclosure, other than as disclosed.

Global Economic Considerations

Risks and Uncertainties - Global Economic and Political Considerations

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, 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.

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

At this time, the Company is unable to quantify the potential effects of this economic instability on its future operations.

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

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

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

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

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Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration and other research and development revenue in the period of adjustment.

For agreements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue 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).

For agreements that include sales-based royalties, including milestone payments based on the level of sales, and where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue 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).

To date, the Company has not recognized any royalty revenue resulting from any of the Company’s collaboration or strategic alliance agreements.

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Research and development costs are expensed as incurred in performing research and development activities.

The costs include employee-related expense including salaries, benefits, share-based compensation, restructuring charges, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, costs of research and development activities conducted by third parties on the Company’s behalf, costs to manufacture or have manufactured clinical trial materials, laboratory supplies, depreciation, and facilities and overhead costs.

The costs include employee-related expense including salaries, benefits, share-based compensation, restructuring charges including severance costs, fees for acquiring and maintaining licenses under third-party license agreements, consulting fees, costs of research and development activities conducted by third parties on the Company’s behalf, costs to have clinical trial materials manufactured on the Company’s behalf, purchases of laboratory supplies, depreciation, and facilities and overhead costs.

The Company records research and development expense in the period in which the Company receives or takes ownership of the applicable goods or when the applicable services are performed.

1 unchanged sentence

The Company records up-front and milestone payments to acquire and retain contractual rights to licensed technology as research and development expenses when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual rights.

Such expenses are included within operating activities in the consolidated statements of cash flows.

The Company considers future economic benefits from acquired contractual rights to licensed technology to be uncertain until such a drug candidate is approved for sale by the U.S.

Food and Drug Administration (“FDA”) or when other significant risk factors are abated.

Clinical Trial and Preclinical Study Accruals

Such up-front and milestone payments are reflected as cash used in operating activities within the consolidated statement of cash flows.

Clinical Trial and Nonclinical Study Accruals

The Company makes estimates of accrued expenses as of each balance sheet date in its consolidated financial statements based on certain facts and circumstances at that time.

The Company’s accrued expenses for clinical trials and preclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers.

The Company’s accrued expenses for clinical trials and nonclinical studies are based on estimates of costs incurred for services provided by clinical research organizations, manufacturing organizations, and other providers.

Payments under the Company’s agreements with external service providers depend on a number of factors, such as site initiation, patient screening, enrollment, delivery of reports, and other events.

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The Company invests its excess cash primarily in deposits and money market funds held with one financial institution.

The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Property and Equipment

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

The Company includes the initial lease term in its assessment of a lease arrangement;

options to extend a lease are not included in the assessment unless there is reasonable certainty that the Company will exercise the option to extend.

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

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Net Loss per Share

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

The Company computes net loss per share of common stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock using the two-class method required for multiple classes of common stock and other participating securities.

The Company has determined that the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock do not have preferential rights over the Company’s common stock and, accordingly, are considered to be a second and third class of common stock for purposes of calculating net loss per share.

Basic net loss per share is calculated by dividing the allocated net loss to each share class by the weighted average number of shares outstanding during the period.

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

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

The Company had an unrealized 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 had an unrealized loss of $ 0.3 million, an unrealized gain of $ 0.7 million and an unrealized loss of $ 0.2 million during the years ended December 31, 2024, 2023 and 2022, respectively.

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

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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

The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein.

All equipment, leasehold improvements, and other fixed assets are physically located within the United States and all agreements with the Company’s partners are denominated in U.S.

dollars, except where noted.

Accounting Pronouncements – Adopted and To Be Adopted

The Company manages its operations as a single segment, focused on discovering, developing and commercializing potential best-in-class medicines for serious and rare diseases.

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.

The CODM reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Report Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires enhanced disclosures about significant segment expenses, enhanced interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.

ASU 2023-07 is effective for the Company’s annual reporting period beginning after December 15, 2023, and subsequent interim periods, with early adoption permitted.

ASU 2023-07 requires retrospective application to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 effective December 31, 2024 and adoption of this ASU did not materially impact the Company’s consolidated financial statements.

See Note 15, Segment Information, for disclosures related to the adoption of ASU 2023-07.

Recent Accounting Pronouncements – To Be Adopted

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

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

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

Improvements to Income Tax Disclosures (“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.

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

In November 2024, the FASB issued ASU-2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosure s (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03").

ASU 2024-03 requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the face of the income statement into specific categories.

ASU 2024-03 is effective for the Company's annual reporting periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The requirements will be applied prospectively with the option for retrospective application.

The Company is currently evaluating the effect that adoption of ASU 2024-03 will have on its consolidated financial statements.

INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company’s investments consisted of the following as of December 31, 2023 and December 31, 2022:

The Company’s investments consisted of the following as of December 31, 2024 and 2023:

(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

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Total $ 462,914 $ 428 $ ( 90 ) $ 463,252

The money market funds above are included in cash and cash equivalents on the Company’s consolidated balance sheets.

The Company considers the unrealized losses in its investment portfolio to be temporary in nature and not due to credit losses.

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

The Company had 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 Company had no realized gains in its available for sale securities for the years ended December 31, 2024, 2023, or 2022.

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

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Money market funds $ 96,058 $ — $ — $ 96,058

corporate paper and bonds — 10,978 — 10,978

Short-term investments:

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(in thousands)

Accrued outsourced clinical trials and preclinical studies $ 10,724 $ 12,576

Accrued outsourced clinical trials and nonclinical studies $ 30,955 $ 10,724

Accrued employee compensation and related taxes 10,638 10,513

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(“Hercules”) and certain other lenders named therein (the “Lenders”).

Under the Hercules Loan and Security Agreement, the Lenders provided the Company with access to a term loan with an aggregate principal amount of up to $ 75.0 million, in four tranches (collectively the “Term Loan”), consisting of (1) an initial tranche of $ 25.0 million, available to the Company through June 15, 2023;

(2) a second tranche of $ 10.0 million, subject to the achievement of certain regulatory milestones, available through June 15, 2023;

(3) a third tranche of $ 15.0 million, subject to the achievement of certain regulatory milestones, available through March 15, 2024;

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

Under the Hercules Loan and Security Agreement, the Lenders provided the Company with access to a term loan with an aggregate principal amount of up to $ 75.0 million, in four tranches (collectively the “Term Loan”), including an initial tranche of $ 25.0 million, available to the Company through June 15, 2023.

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

The Company incurred debt issuance costs of $ 0.2 million in connection with the Term Loan and 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”) in connection with the initial draw.

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

The Company was originally obligated to make interest-only payments through April 1, 2024, which was extended to October 1, 2024 upon achievement of a development milestone in August 2022.

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.

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 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.

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

The Company incurred debt issuance costs of $ 0.2 million in connection with the Term Loan.

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 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;

In August 2023, the Company executed an amendment to the Hercules Loan and Security Agreement (the “Hercules Amendment”) to modify certain terms of the agreement and increase the aggregate principal amount of up to $ 150.0 million.

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 in August 2023 related to unamortized debt discount and debt issuance costs.

Under the Hercules Amendment, the Lenders provided the Company access to an increased term loan with an aggregate principal amount of up to $ 150.0 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 was 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;

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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.

As of December 31, 2024, the milestones for the second and third tranches have 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.

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The interest rate as of December 31, 2024 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.

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

Upon achievement of certain development milestones related to topline results for the Company’s phase 3 THRIVE trial in September 2024, the interest-only period was extended to October 1, 2025.

Upon achievement of additional development milestones related to topline results for the Company’s phase 3 THRIVE-2 trial in December 2024, the interest-only period was 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 $ 1.3 million and $ 0.5 million during the years ended December 31, 2023 and 2022, respectively.

The Company recorded interest expense of $ 2.2 million, $ 1.3 million and $ 0.5 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The following table summarizes the impact of the Term Loan, on the Company’s consolidated balance sheet at December 31, 2024 and 2023:

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Accrued end-of-term fee 582 205

Unamortized debt issuance costs — ( 355 )

Carrying value 20,582 20,205

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

The carrying value of the Amended 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, 2024 are as follows (in thousands):

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License Agreement with Zenas BioPharma

In October 2020, the Company became party to a license agreement with Zenas BioPharma (Cayman) Limited (“Zenas BioPharma”) to license technology comprising certain materials, patent rights, and know-how to Zenas BioPharma.

In October 2020, the Company became party to a license agreement with Zenas BioPharma (Cayman) Limited (now Zenas BioPharma, Inc., their successor in interest, “Zenas BioPharma”) to license technology comprising certain materials, patent rights, and know-how to Zenas BioPharma.

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.

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

In January 2025, Zenas BioPharma sublicensed their rights under the license agreement to Zai Lab (Hong Kong)

Limited (“Zai Lab”) and assigned the Manufacturing Development and Supply Agreement to Zai Lab in connection with the sublicense transaction.

As consideration for the Zenas Agreements, the transaction price included upfront non-cash consideration and variable consideration in the form of payment for the Company’s goods and services and milestone payments due upon the achievement of specified events.

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Zenas BioPharma is obligated to make royalty payments to the Company for the royalty term in the Zenas Agreements.

The Zenas Agreements would qualify as a collaborative arrangement under the scope of Accounting Standards Codification, Topic 808, Collaborative Arrangements (“ASC 808”).

The Zenas Agreements would qualify as a collaborative arrangement under the scope of ASC, Topic 808, Collaborative Arrangements (“ASC 808”).

While this arrangement is in the scope of ASC 808, the Company applied ASC 606 to account for certain aspects of this arrangement.

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During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 0.3 million, $ 0.3 million and $ 1.8 million, respectively, of collaboration revenue related to the Zenas Agreements.

In January 2024, the Company entered into a letter agreement with Zenas BioPharma (the “Zenas Letter Agreement”) pursuant to which Zenas BioPharma agreed to support the Company’s THRIVE-2 and STRIVE trials by initiating and managing the studies in China.

Under the Zenas Letter Agreement, the Company agreed to reimburse costs incurred by Zenas BioPharma, including a full-time equivalent rate for services rendered.

In connection with the execution of the Zenas Letter Agreement, the Company made an initial payment of $ 1.5 million, which was recorded as research and development expense during the year ended December 31, 2024 as services were performed.

In January 2025, the Company entered into the third amendment to license agreement (the “Third Amendment”) to modify certain provisions of the Zenas Agreements, including provisions related to future milestones.

As of December 31, 2024 and 2023, 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.

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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 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”).

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.

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

Under the terms of the Paragon Research 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 Research 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”).

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 (“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.

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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.

In December 2022, the Company and Paragon entered into a first amendment to the Paragon Agreement, under which the Company obtained an additional limited license for the purpose of conducting certain activities.

In December 2022, the Company and Paragon entered into a first amendment to the Paragon Research Agreement, under which the Company obtained an additional limited license for the purpose of conducting certain activities.

In consideration for the rights and licenses obtained under the first amendment, Viridian paid Paragon a non-refundable fee of $ 2.3 million (the “First Amendment Payment”), which was recorded as research and development expense during the three months ended December 31, 2022.

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.

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 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 Research 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.

As further described below, the Paragon License Agreement was amended and restated by the Amended and Restated License Agreement with Paragon in September 2024.

In January 2024, the Company entered into a letter agreement with Paragon pursuant to which Paragon agreed to continue to perform development activities under the existing Paragon Research Agreement and Paragon License Agreement, which the Company renewed in July 2024.

In consideration for the development activities to be conducted by Paragon, the Company will reimburse Paragon for actual development costs incurred and agreed upon development fees in exchange for Paragon’s commitment of the necessary personnel and resources to perform these activities.

In September 2024, the Company entered into a second amendment to the Paragon Research Agreement to include additional development activities to be performed by Paragon.

Under the amended Paragon Research Agreement, the Company will be obligated to make a one-time non-refundable payment of $ 3.5 million to Paragon following the achievement of certain research and development objectives.

The Company achieved such objectives in February 2025 and the $ 3.5 million payment was recorded as research and development expense during the three months ended March 31, 2025.

In September 2024, the Company entered into the Amended and Restated License Agreement with Paragon (the “Amended Paragon License Agreement”) which amended and restated the Paragon License Agreement.

In connection with the execution of the Amended Paragon License Agreement, the Company paid Paragon a non-refundable fee of $ 4.0 million in September 2024, which was recorded as research and development expense during the three months ended September 30, 2024.

In consideration for rights granted by Paragon, the Company is obligated to make certain future milestone payments of up to $ 16.0 million on a program-by-program basis upon the achievement of specified clinical and regulatory milestones, with total milestone payments under all programs not to exceed $ 40.0 million.

Additionally, if the Company develops a product utilizing certain intellectual property rights granted to it under the Amended Paragon License Agreement, the Company is obligated to pay Paragon potential additional future development milestone payments of up to $ 3.1 million and commercial milestone payments of up to $ 17.0 million with respect to such product.

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

During the years ended December 31, 2024, 2023 and 2022, the Company recorded $ 14.2 million, $ 12.0 million and $ 5.6 million, respectively, in research and development costs related to the Paragon Research Agreement and Amended Paragon License Agreement (collectively, the “Paragon Agreements”).

As of December 31, 2024 and 2023, the Paragon Agreements are 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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In consideration for rights granted by ImmunoGen, the Company is obligated to make certain future development milestone payments of up to $ 48.0 million upon the achievement of specified clinical and regulatory milestones.

In December 2021, the Company paid a $ 2.5 million milestone payment to ImmunoGen upon the submission of an investigational new drug (“IND”) application for VRDN-001 with the FDA.

In May 2022, the Company paid a $ 3.0 million milestone payment to ImmunoGen related to the first patient dosed in the clinical trial for VRDN-001.

In December 2022, the Company recorded $ 10.0 million as research and development expense related to a milestone owed to ImmunoGen related to the first patient dosed in a pivotal clinical trial for VRDN-001, amount which was paid in January 2023 and which was included in accounts payable in the consolidated balance sheet as of December 31, 2022.

In December 2021, the Company paid a $ 2.5 million milestone payment to ImmunoGen upon the submission of an investigational new drug (“IND”) application for veligrotug with the FDA.

In May 2022, the Company paid a $ 3.0 million milestone payment to ImmunoGen related to the first patient dosed in the clinical trial for veligrotug.

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.

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.

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

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

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

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

Under the terms of the 2021 Xencor License Agreement, if successful, for each licensed product, the Company would be obligated to make future milestone payments of up to $ 27.8 million, which includes development milestone payments of up to $ 4.8 million, special milestone payments of up to $ 3.0 million, and commercial milestone payments of up to $ 20.0 million.

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

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.

In consideration for rights granted by Xencor, the Company issued 322,407 shares of its common stock in December 2020.

The shares were valued at $ 6.0 million and recorded as research and development expense in 2020.

Under the terms of the Xencor License Agreement, the Company is obligated to make future development milestone payments of up to $ 30.0 million.

Additionally, if the Company successfully commercializes any product candidate subject to the Xencor 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 $ 25.0 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 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.

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

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.

On February 12, 2024, AbbVie Inc.

acquired ImmunoGen.

The terms of the ImmunoGen License Agreement did not change as a result of this acquisition.

Development and License Agreement with Enable Injections

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(“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.

Pursuant to the terms of the Enable License Agreement, the Company 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.

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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.

Contingent Value Rights Agreement

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

(“miRagen”), on November 4, 2020, the Company entered into 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 the private entity Viridian Therapeutics, Inc.

(which merged with miRagen), received one contingent value right (a “CVR”) for each share of Company common stock held by such holder on that date.

Under the CVR Agreement, holders of CVRs would have been entitled to receive a portion of the net proceeds for any dispositions of certain legacy miRagen assets consummated through December 31, 2021.

As of December 31, 2021, the disposition period had expired.

There were no dispositions of any such legacy assets prior to that time and, accordingly, there will be no payments made under the CVR Agreement.

The CVR Agreement expires on November 4, 2025.

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”).

Under the terms of the agreement, the Company 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.

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 was obligated to issue the third-party collaborator the equivalent of $ 10.0 million in shares of its common stock.

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

Remaining development milestone payments would have been payable in cash.

If the Company was successful in commercializing products related to the licensed compound, the Company was 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.

This agreement was terminated on December 30, 2024 and no further financial obligations exist under the Exclusive License and Collaboration Agreement.

Lease Obligations

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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.

The Colorado Lease 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.

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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.

In September 2024, the Company entered into a new, multi-year lease agreement for its Colorado-based office and lab space (the “New Colorado Lease”).

Under ASC 842, the New Colorado Lease was treated as a lease modification representing an extension of the lease term for a reduced portion of the space currently in use under the existing Colorado Lease.

As of the effective date, the Company recorded a $ 0.3 million increase in the right-of-use asset and corresponding lease liability for the extension of the lease term.

The remaining space under the Colorado Lease terminated at the original maturity date of December 31, 2024.

The New Colorado Lease provides for annual base rent of approximately $ 0.1 million during the lease term.

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

The New Colorado Lease is set to expire in December 2026.

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

The option to extend is not included in the lease term assessment as it is not reasonably certain the Company will exercise the option.

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 in July 2021, April 2022, and July 2022, the “Massachusetts Lease”).

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, July 2022, April 2024, and September 2024, the “Massachusetts Lease”).

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

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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.

In April 2024, the Company entered into a Fourth Amendment of the Massachusetts Lease (the “Fourth Amendment”).

The Fourth Amendment makes certain modifications to the Massachusetts Lease, including (i) securing 10,427 square feet of office space in a new building suite (the “New Premises”), (ii) the termination of the 10,956 square feet of leased space under the existing Massachusetts Lease (the “Original Premises”), and (iii) the extension of the expiration date of the leased space to five years from the delivery of the New Premises.

The Massachusetts Lease provides for annual base rent of approximately $ 0.5 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.

Under the Fourth Amendment, the Massachusetts Lease will expire in July 2029.

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

The option to extend is not included in the lease term assessment as it is not reasonably certain the Company will exercise the option.

The Company recorded a new right-of-use asset of $ 1.6 million and corresponding lease liability of $ 1.9 million for the New Premises and simultaneously derecognized the right-of-use asset of $ 1.1 million and corresponding lease liability of $ 1.2 million for the Original Premises on the lease commencement date in April 2024.

In September 2024, the Company entered into a Fifth Amendment of the Massachusetts Lease (the “Fifth Amendment”) to lease an additional 2,788 square feet of office space in the same building.

The Fifth Amendment provides for additional annual base rent of approximately $ 0.1 million for the additional office space and includes annual base rent escalation clauses during the lease term.

The Fifth Amendment was treated as a lease modification accounted for as a separate contract and the Company recorded a new right-of-use asset and corresponding lease liability of approximately $ 0.5 million related to the Fifth Amendment on the lease commencement date.

Future lease payments under noncancellable leases as of December 31, 2024 are as follows:

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CAPITAL STOCK

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

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

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

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Public Offerings

In September 2024, the Company entered into an underwriting agreement with Jefferies, Goldman Sachs & Co.

LLC and Stifel, Nicolaus & Company, Incorporated related to the offer and sale (the “September 2024 Public Offering”) of 12,466,600 shares of the Company’s common stock, which included 1,800,000 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 $ 18.75 per share, and 20,000 shares of the Company’s Series B Convertible Preferred Stock at a price per share of $ 1,250.0625 per share.

The aggregate gross proceeds to the Company from the September 2024 Public Offering, including the exercise of the option, were approximately $ 258.8 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

In January 2024, the Company entered into an underwriting agreement with Jefferies and Leerink Partners LLC relating to the offer and sale (the “January 2024 Public 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 January 2024 Public Offering were approximately $ 150.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

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.

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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 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

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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.

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.

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

No shares were sold under the November 2021 ATM Agreement.

In April 2021, the Company entered into an Open Market Sale Agreement SM (the “April 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 $ 50.0 million from time to time at prices and on terms to be determined by market conditions at the time of offering, with Jefferies as its sales agent.

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

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

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.

Preferred Stock

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

Series A Preferred Stock

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

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

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

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

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.

Series B Preferred Stock

Each share of Series B Preferred Stock is convertible into 66.67 shares of common stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.99 % 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 2021 Public 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.

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

As of December 31, 2023 and 2022, there were 143,522 and 51,210 shares of Series B Preferred Stock outstanding, respectively.

During the year ended December 31, 2022, 964,357 shares were sold under the September 2022 ATM Agreement 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.

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

Series A Convertible Preferred Stock

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

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

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

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

Each share of Series A Convertible 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 Convertible Preferred Stock is prohibited from converting shares of Series A Convertible 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, 2024 and 2023, there were 134,864 and 172,435 shares of Series A Convertible Preferred Stock outstanding, respectively.

Series B Convertible Preferred Stock

Each share of Series B Convertible Preferred Stock is convertible into 66.67 shares of common stock, subject to certain limitations, including that a holder of Series B Convertible Preferred Stock is prohibited from converting shares of Series B Convertible 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 Convertible Preferred Stock are set forth in the Certificate of Designation filed in September 2021.

Holders of Series B Convertible Preferred Stock are entitled to receive dividends on shares of Series B Convertible 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 Convertible Preferred Stock does not have voting rights.

However, as long as any shares of Series B Convertible 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 Convertible Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series B Convertible 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 Convertible Preferred Stock.

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

As of December 31, 2024 and 2023, there were 145,160 and 143,522 shares of Series B Convertible Preferred Stock outstanding, respectively.

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

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Exercised — $ —

( 114,080 ) $ 16.50

Expired ( 1,606 ) $ 0.69

Outstanding at December 31, 2024 248,277 $ 14.91

(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 and RSUs 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.

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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.

In June 2024, 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 April 19, 2034.

As of December 31, 2024, the Company had the following balances by plan:

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Total 314,075 11,348,519 5,120,218

Restricted Stock Units

RSUs granted under the Equity Incentive Plans and the Inducement Awards generally vest annually over a 4-year period and are settled in shares of the Company’s common stock.

A summary of RSU activity is as follows:

RSUs Weighted-Average Grant Date Fair Value

Nonvested, December 31, 2023

804,947 15.82

Granted 8,628 20.62

Vested ( 129,395 ) 16.96

Forfeited ( 370,105 ) 15.79

Nonvested, December 31, 2024

314,075 15.51

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.

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

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

Options generally vest 25 % on the first anniversary of the vesting commencement date and 75 % ratably in equal monthly installments over the remaining 36 months or in equal monthly or quarterly amounts over periods of up to 48 months.

A summary of common stock option activity is as follows:

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(i) the closing price at the beginning of the offering period or (ii) the closing price at the end of the offering period.

New six-month offering periods begin each August 22 and February 22.

As of December 31, 2024, the Company had 68,503 shares available for issuance, and 102,426 cumulative shares had been issued under the ESPP.

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Total share-based compensation expense $ 42,150 $ 67,172 $ 19,765

During the year ended December 31, 2024, the Company recorded an additional $ 4.6 million in share-based compensation related to the acceleration of vesting for former executive officers, an amount which includes $ 0.3 million related to the modification of the terms of options outstanding at the time of termination for one executive which would have otherwise forfeited.

The Company also recorded $ 2.0 million in share-based compensation related to the accounting for a modification of the equity awards to extend the post-termination exercise period of certain vested stock options for a former executive.

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.

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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 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:

During the current fiscal year, management identified an immaterial error related to the calculation and presentation of loss per share in prior periods .

The Company had previously incorrectly concluded that the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock had preferences over the Company's Common Stock and were therefore excluded from the calculation of basic and dilutive net loss per share pursuant to the two-class method.

Net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022 as previously presented was $ 5.31 and $ 4.05 , respectively, and as corrected is $ 3.91 and $ 2.71 , respectively.

Net loss per share attributable to holders of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock was not previously presented.

All related amounts have been updated to reflect the effects of the correction in the consolidated statement of operations and comprehensive loss and related notes, as applicable.

The correction of this error had no impact on the previously reported net loss or cash flows.

The Company computes net loss per share of Common Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock using the two-class method required for multiple classes of common stock and other participating securities.

The two-class method is an earnings (loss) allocation method under which earnings (loss) per share is calculated for each class of common stock.

The Company has determined that the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock do not have preferential rights when compared to the Company's Common Stock and therefore it must allocate losses to these other classes of stock, as illustrated in the table below.

Basic and diluted net loss per share is computed by dividing the allocated net loss to each share class by the weighted-average number of shares outstanding during the period.

For periods in which the Company generated a net loss, the Company does not include potential shares of common stock in diluted net loss per share when the impact of these items is anti-dilutive.

The Company has generated a net loss for all periods presented, therefore diluted net loss per share is the same as basic net loss per share since the inclusion of potential shares of common stock would be anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per share of Common Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock (in thousands, except share and per share amounts):

Year Ended December 31, 2024

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 31,718 ) $ ( 29,671 ) $ ( 208,560 )

Weighted-average shares outstanding 154,856 144,862 67,885,831

Net loss per share, basic and diluted $ ( 204.82 ) $ ( 204.82 ) $ ( 3.07 )

Year Ended December 31, 2023

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 45,421 ) $ ( 17,306 ) $ ( 175,007 )

Weighted-average shares outstanding 174,226 66,385 44,755,475

Net loss per share, basic and diluted $ ( 260.70 ) $ ( 260.69 ) $ ( 3.91 )

Year Ended December 31, 2022

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 36,784 ) $ ( 6,047 ) $ ( 87,043 )

Weighted-average shares outstanding 203,190 33,436 32,087,293

Net loss per share, basic and diluted $ ( 181.03 ) $ ( 180.85 ) $ ( 2.71 )

There are no potentially dilutive securities to Series A Convertible Preferred Stock or Series B Convertible Preferred Stock.

Potentially dilutive securities to the Common Stock include the following:

2024 2023 2022

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

Series B Preferred Stock, as converted to shares of common stock 9,568,181 3,414,017 1,541,810

Series A Convertible Preferred Stock, as converted to shares of common stock 8,991,383 11,495,724 12,558,796

Series B Convertible Preferred Stock, as converted to shares of common stock 9,677,817 9,568,181 3,414,017

Options to purchase common stock 11,348,519 11,533,484 5,722,449

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Total 30,580,071 33,652,219 22,059,225

Quarterly Financial Information (Unaudited)

The immaterial error related to calculation and presentation of loss per share also impacted previously reported quarterly financial information.

Net loss per share attributable to common stockholders for the three months ended March 31, 2024 as previously presented was $ 0.79 and as corrected is $ 0.59 .

Net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 as previously presented was $ 1.02 and $ 1.82 , respectively, and as corrected is $ 0.77 and $ 1.37 , respectively.

Net loss per share attributable to common stockholders for the three and nine months ended September 30, 2024 as previously presented was $ 1.15 and $ 2.98 , respectively, and as corrected is $ 0.88 and $ 2.26 , respectively.

Net loss per share attributable to holders of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock was not previously presented.

The corrected unaudited interim financial information for the three months ended March 31, 2024, the three and six months ended June 30, 2024, and the three and nine months ended September 30, 2024, are included in the tables that follow.

Three Months Ended March 31, 2024

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 6,731 ) $ ( 5,661 ) $ ( 36,150 )

Weighted-average shares outstanding $ 170,621 $ 143,522 $ 61,099,038

Net loss per share, basic and diluted $ ( 39.45 ) $ ( 39.44 ) $ ( 0.59 )

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 8,129 ) $ ( 7,411 ) $ ( 49,453 ) $ ( 14,962 ) $ ( 13,092 ) $ ( 85,481 )

Weighted-average shares outstanding $ 157,435 $ 143,522 $ 63,854,514 $ 164,029 $ 143,522 $ 62,476,777

Net loss per share, basic and diluted $ ( 51.63 ) $ ( 51.64 ) $ ( 0.77 ) $ ( 91.22 ) $ ( 91.22 ) $ ( 1.37 )

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock

Net loss per share, basic and diluted:

Allocation of losses $ ( 9,243 ) $ ( 8,683 ) $ ( 58,763 ) $ ( 24,328 ) $ ( 21,798 ) $ ( 144,097 )

Weighted-average shares outstanding $ 156,699 $ 147,218 $ 66,420,063 $ 161,568 $ 144,763 $ 63,800,798

Net loss per share, basic and diluted $ ( 58.99 ) $ ( 58.98 ) $ ( 0.88 ) $ ( 150.57 ) $ ( 150.58 ) $ ( 2.26 )

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

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Total deferred tax assets, net $ — $ — $ —

At December 31, 2023, the Company had approximately $ 251.1 million and $ 9.2 million of federal net operating loss and research and experimentation tax carryforwards, respectively, which will begin to expire in 2029.

At December 31, 2024, the Company had approximately $ 298.3 million and $ 15.0 million of federal net operating loss and research and experimentation tax carryforwards, respectively, which will begin to expire in 2029 and 2040, respectively.

At December 31, 2024, the Company had approximately $ 322.6 million of state net operating loss carryforwards which will begin to expire in 2029.

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

An IRC 382 analysis has been completed through December 31, 2023 and determined that there were no additional ownership changes.

An IRC 382 analysis has been completed through December 31, 2024 and determined that there was an ownership changes during 2024 with no material effect on the Company’s tax attributes.

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

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The Company’s federal and state returns for 2020 through 2024 remain open to examination by tax authorities.

SUBSEQUENT EVENTS

SEGMENT INFORMATION

The Company manages its operations as a single segment, focused on discovering, developing and commercializing potential best-in-class medicines for serious and rare diseases.

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.

The CODM reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Operating expenses are used to monitor budget versus actual results.

As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets”.

All equipment, leasehold improvements, and other fixed assets are physically located within the United States and all agreements with the Company’s partners are denominated in U.S.

dollars, except where noted.

Segment asset information is not used by the CODM to allocate resources.

Significant segment expenses, as provided to the CODM, are presented below:

2024 2023 2022

(in thousands)

Segment research and development expense (a) $ 215,909 $ 143,545 $ 93,597

Segment general and administrative expense (a) 41,278 44,047 22,714

Share-based compensation expense (see Note 11) 42,150 67,172 19,765

Total operating expenses 299,337 254,764 136,076

Other items (b)

( 29,388 ) ( 17,030 ) ( 6,202 )

Consolidated net loss $ 269,949 $ 237,734 $ 129,874

(a) Share-based payment expense of $ 22,345 , $ 16,220 , and $ 7,298 related to research and development and $ 19,805 , $ 50,952 , and $ 12,467 related to general and administrative have been excluded for the years ended December 31, 2024, 2023, and 2022, respectively, and included within share-based compensation expense.

(b) Other items consist primarily of collaboration revenue, interest income and interest expense.

SUBSEQUENT EVENT

Common Stock Sales Agreements - Jefferies LLC

In January 2025, the Company sold 245,388 shares of common stock under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 20.14 per share, for aggregate gross proceeds of approximately $ 4.9 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.

February 27, 2024 By:

March 3, 2025 By:

/s/ Stephen Mahoney

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(Principal Executive Officer)

February 27, 2024 By:

March 3, 2025 By:

/s/ Seth Harmon

Senior Vice President of Finance and Accounting

Chief Financial Officer

(Principal Financial Officer;

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Signature Title Date

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

/s/ Stephen Mahoney President, Chief Executive Officer and Director March 3, 2025

Stephen Mahoney (Principal Executive Officer)

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

/s/ Seth Harmon Chief Financial Officer March 3, 2025

Seth Harmon (Principal Financial Officer;

Principal Accounting Officer)

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

/s/ Tomas Kiselak Chairman of the Board March 3, 2025

Tomas Kiselak

/s/ Sarah Gheuens Director February 27, 2024

/s/ Sarah Gheuens Director March 3, 2025

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

/s/ Peter Harwin Director February 27, 2024

/s/ Arlene Morris Director February 27, 2024

/s/ Peter Harwin Director March 3, 2025

/s/ Arlene Morris Director March 3, 2025

Arlene Morris

/s/ Jennifer Moses Director February 27, 2024

/s/ Jennifer Moses Director March 3, 2025

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