Viridian Therapeutics, Inc.\DE 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our principal executive officer, principal financial officer, and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report. Management’s Report on Internal Control Over Financial Reporting Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and 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 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. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report. Management used the framework set forth in the report entitled “Internal Control — Integrated Framework (2013 Framework)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting. Based on its evaluation, management concluded that our internal control over financial reporting was effective at a reasonable level of assurance as of December 31, 2024, the end of our most recent fiscal year. The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting. 92 ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans 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. Beetham, Mr. Harmon and Ms. Tousignant, are filed as exhibits to this Annual Report. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION Not applicable. 93 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this Item is incorporated by reference to our 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024. Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on our website, which is located at www.viridiantherapeutics.com . If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K. ITEM 11. EXECUTIVE COMPENSATION 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item 12 is incorporated herein by reference to our 2025 Proxy Statement, including under headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item 13 is incorporated herein by reference to our 2025 Proxy Statement, including under headings “Directors, Executive Officers and Corporate Governance” and “Transactions with Related Persons.” ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item 14 is incorporated herein by reference to our 2025 Proxy Statement, including under the heading “Ratification of Selection of Independent Registered Accounting Firm.” 94 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report. (a)(2) Financial Statement Schedules Financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included. (a)(3) Exhibits See Exhibit Index, which is incorporated herein by reference. EXHIBIT INDEX The exhibits listed in the Exhibit Index are required by Item 601 of Regulation S-K. The SEC file number for all items incorporated by reference herein from reports on Forms 10-K, 10-Q, and 8-K is 001-36483. Incorporated by Reference Exhibit No. Description of Exhibit Form Filing Date Number 3.1 Second Restated Certificate of Incorporation of the Registrant, effective as of March 9, 2022. 10-K 03/11/2022 3.1 3.2 Fourth Amended and Restated Bylaws of the Registrant, effective as of December 15, 2023. 8-K 12/18/2023 3.1 3.3 Certificate of Designation of Series A Non-Voting Convertible Preferred Stock. 8-K 10/28/2020 3.1 3.4 Certificate of Designation of Series B Non-Voting Convertible Preferred Stock. 8-K 09/23/2021 3.1 4.1 Specimen Common Stock Certificate. S-1 03/19/2014 4.1 4.2 Warrant to Purchase Stock between Miragen Therapeutics, Inc. and Silicon Valley Bank, dated April 30, 2015. 10-K 03/14/2019 4.2 4.3 Warrant to Purchase Stock between Miragen Therapeutics, Inc. and Silicon Valley Bank, dated November 14, 2017. 8-K 11/15/2017 10.2 4.4 Form of Warrant to Purchase Common Stock. 8-K 02/07/2020 4.1 4.5 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. x 10.1^ License Agreement, by and between the Registrant and ImmunoGen, dated as of October 12, 2020. 8-K 12/09/2020 10.1 10.2+ Form of Indemnity Agreement between the Registrant and each of its directors and executive officers. 10-K 02/27/2024 10.2 10.3+ Stephen Mahoney Employment Agreement, dated October 27, 2023 . 10-Q 11/13/2023 10.2 10.4+ Thomas Beetham Employment Agreement, dated October 27, 2023. 10-Q 11/13/2023 10.3 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. S-8 03/11/2022 99.3 10.10+ Form of Inducement Restricted Stock Unit Agreement. S-8 03/10/2023 99.4 10.11+ Viridian Therapeutics, Inc. Amended & Restated 2016 Equity Incentive Plan. 8-K 06/20/2024 10.1 95 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. 2020 Stock Incentive Plan. S-8 11/24/2020 99.1 10.16+ Form of 2020 Incentive Stock Option Grant Notice under Viridian Therapeutics, Inc. 2020 Stock Incentive Plan. 10-K 03/26/2021 10.23 10.17+ Form of 2008 Equity Incentive Plan. S-4 12/02/2016 10.48 10.18+ Form of Stock Option Grant Notice and Stock Option Agreement under the Registrant 2008 Equity Incentive Plan. S-4 12/02/2016 10.49 10.19 Lease by and between Registrant and Crestview, LLC, dated as of December 16, 2010. S-4 12/02/2016 10.40 10.20 First Addendum to Lease by and between Registrant and Crestview, LLC, dated as of February 18, 2015. S-4 12/02/2016 10.40.1 10.21 Second Addendum to Lease by and between Registrant and Crestview, LLC, dated as of October 23, 2015. S-4 12/02/2016 10.40.2 10.22 Third Addendum to Lease by and between Registrant and Crestview, LLC, dated as of January 17, 2020. 10-K 03/13/2020 10.12.3 10.23 Fourth Addendum to Lease by and between Registrant and Crestview, LLC, dated as of April 7, 2020. 10-Q 05/08/2020 10.2 10.24 Fifth Addendum to Lease by and between Registrant and Crestview LLC, dated as of March 26, 2021. 10-Q 08/12/2021 10.4 10.25 Waltham Lease between Registrant and Watch City Ventures MT, LLC dated as of January 13, 2020 . 10-Q 11/05/2021 10.1 10.26 First Amendment to Waltham Lease between Registrant and Watch City Ventures MT, LLC dated as of July 6, 2021. 10-Q 11/05/2021 10.2 10.27 Second Amendment to Lease by and between the Registrant and Watch City Ventures MT, LLC dated as of April 13, 2022. 10-Q 08/15/2022 10.2 10.28 Third Amendment to Lease by and between Registrant and Watch City Ventures MT, LLC dated as of July 29, 2022. 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 10.31^ Securities Purchase Agreement, dated as of October 27, 2020, by and among the Registrant and each purchaser identified on Annex A thereto. 8-K 10/28/2020 10.1 10.32^ Registration Rights Agreement, dated as of October 30, 2020, by and among the Registrant and certain purchasers. 10-Q 11/12/2020 10.8 10.33 Open Market Sale Agreement SM , dated as of September 9, 2022 by and between the Registrant and Jefferies LLC. S-3 09/09/2022 1.2 10.34^ Loan and Security Agreement, dated as of April 1, 2022, among the Viridian Therapeutics, Inc., certain of its subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Hercules Capital, Inc., as Agent. 8-K 04/05/2022 10.1 10.35^ First Amendment to Loan and Security Agreement, dated as of August 7, 2023, among the Viridian Therapeutics, Inc., certain of its subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Hercules Capital, Inc., as Agent. 10-Q 11/13/2023 10.1 10.36 Registration Rights Agreement, dated October 30, 2023, by and between the Company and the Purchasers signatory thereto. 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. x 96 10.39+ Amendment to Thomas Beetham Employment Agreement, dated February 25 , 2025. x 10.40+ Amendment to Seth Harmon Employment Agreement, dated February 25 , 2025. x 10.41+ Amendment to Jennifer Tousignant Employment Agreement, dated February 25 , 2025. x 19 Insider Trading Policy . x 21.1 Subsidiaries of the Registrant. x 23.1 Consent of Independent Registered Public Accounting Firm. x 24.1 Power of Attorney (included on signature page hereto). x 31.1 Certification of Principal Executive Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended. x 31.2 Certification of Principal Financial Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended. x 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. x 97.1 Viridian Therapeutics, Inc. Incentive Compensation Clawback Policy. 10-K 2/27/2024 97.1 101.INS XBRL Instance Document x 101.SCH XBRL Taxonomy Extension Schema Document x 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document x 101.DEF XBRL Taxonomy Extension Definition Linkbase Document x 101.LAB XBRL Taxonomy Extension Label Linkbase Document x 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document x 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) x ^ Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Viridian agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that Viridian may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain portions of the exhibit, identified by the mark, “[***],” may have been omitted because such portions contained information that is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. + Indicates management contract or compensatory plan. * This certification is being furnished pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof. x Filed/furnished herewith. ITEM 16. FORM 10-K SUMMARY None. 97 VIRIDIAN THERAPEUTICS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (KPMG LLP, Boston, MA, Auditor Firm ID: 185 ) 2 Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Loss 5 Consolidated Statements of Changes in Stockholders’ Equity 6 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 10 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Viridian Therapeutics, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Viridian Therapeutics, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinion The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made F-2 only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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 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 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 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 nonclinical studies by assessing the cumulative results of the audit procedures. /s/ KPMG LLP We have served as the Company’s auditor since 2009. Boston, Massachusetts March 3, 2025 F-3 VIRIDIAN THERAPEUTICS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 99,594 $ 102,827 Short-term investments 617,990 374,543 Prepaid expenses and other current assets (including related party of $ 800 and $ — as of December 31, 2024 and 2023, respectively) 20,877 9,006 Unbilled revenue - related party — 102 Total current assets 738,461 486,478 Property and equipment, net 1,236 1,672 Operating lease right-of-use asset 2,205 1,670 Other assets 501 604 Total assets $ 742,403 $ 490,424 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,143 $ 2,239 Accrued liabilities and other (including related party of $ 0 and $ 374 as of December 31, 2024 and 2023, respectively) 45,443 24,108 Current portion of deferred revenue - related party 288 288 Total current liabilities 47,874 26,635 Long-term debt, net 20,582 20,205 Deferred revenue - related party 284 573 Other liabilities 2,024 989 Total liabilities 70,764 48,402 Commitments and contingencies Stockholders’ equity: Preferred stock, series A non-voting convertible preferred stock, $ 0.01 par value; 435,000 shares authorized; 134,864 and 172,435 shares issued and outstanding as of December 31, 2024 and 2023, respectively 61,188 78,235 Preferred stock, series B non-voting convertible preferred stock, $ 0.01 par value; 500,000 shares authorized; 145,160 and 143,522 shares issued and outstanding as of December 31, 2024 and 2023, respectively 127,697 128,281 Common stock, $ 0.01 par value; 200,000,000 shares authorized; 80,994,046 and 53,986,112 shares issued and outstanding as of December 31, 2024 and 2023, respectively 810 540 Additional paid-in capital 1,477,811 960,536 Accumulated other comprehensive income (loss) ( 10 ) 338 Accumulated deficit ( 995,857 ) ( 725,908 ) Total stockholders’ equity 671,639 442,022 Total liabilities and stockholders’ equity $ 742,403 $ 490,424 See accompanying notes to these consolidated financial statements. F-4 VIRIDIAN THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) Year Ended December 31, 2024 2023 2022 Revenue: Collaboration revenue - related party $ 302 $ 314 $ 1,772 Operating expenses: Research and development (including related party expenses of $ 14,191 , $ 12,035 , and $ 5,619 during the years ended December 31, 2024, 2023, and 2022, respectively) 238,254 159,765 100,894 General and administrative 61,083 94,999 35,182 Total operating expenses 299,337 254,764 136,076 Loss from operations ( 299,035 ) ( 254,450 ) ( 134,304 ) Other income (expense): Interest and other income 32,132 18,563 4,916 Interest and other expense ( 3,046 ) ( 1,847 ) ( 486 ) Other income, net 29,086 16,716 4,430 Net loss $ ( 269,949 ) $ ( 237,734 ) $ ( 129,874 ) 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: Net loss $ ( 269,949 ) $ ( 237,734 ) $ ( 129,874 ) Other comprehensive (loss) income: Change in unrealized (loss) gain on investments ( 348 ) 728 ( 233 ) Total other comprehensive (loss) income ( 348 ) 728 ( 233 ) Total comprehensive loss $ ( 270,297 ) $ ( 237,006 ) $ ( 130,107 ) See accompanying notes to these consolidated financial statements. F-5 VIRIDIAN THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share data) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders’ Equity Series A Convertible Preferred Stock Series B Convertible Preferred Stock Shares Amount Shares Amount Shares Amount Balance as of December 31, 2021 260,437 $ 118,164 23,126 $ 15,669 23,924,004 $ 239 $ 412,101 $ ( 157 ) $ ( 358,300 ) $ 187,716 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 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, 2022 ATM, net of issuance costs of $ 926 — — — — 964,357 10 24,150 — — 24,160 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 Share-based compensation expense — — — — — — 19,765 — — 19,765 Change in unrealized loss on investments — — — — — — — ( 233 ) — ( 233 ) Net loss — — — — — — — — ( 129,874 ) ( 129,874 ) Balance as of December 31, 2022 188,381 $ 85,470 51,210 $ 56,677 41,305,947 $ 414 $ 741,067 $ ( 390 ) $ ( 488,174 ) $ 395,064 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 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 Issuance of common stock, September 2022 ATM, net of issuance costs of $ 493 — — — — 684,298 7 14,761 — — 14,768 Issuance of common stock upon exercises of warrants — — — — 114,219 1 1,880 — — 1,881 Issuance of common stock for exercises of stock options — — — — 1,538,199 15 19,248 — — 19,263 Issuance of common stock for cash under employee stock purchase plan — — — — 31,216 — 580 — — 580 Vesting of restricted stock units — — — — 135,416 1 ( 1 ) — — — Share-based compensation expense — — — — — — 67,172 — — 67,172 Change in unrealized gain on investments — — — — — — — 728 — 728 Net loss — — — — — — — — ( 237,734 ) ( 237,734 ) Balance as of December 31, 2023 172,435 $ 78,235 143,522 $ 128,281 53,986,112 $ 540 $ 960,536 $ 338 $ ( 725,908 ) $ 442,022 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 — — — F-6 Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders’ Equity Series A Convertible Preferred Stock Series B Convertible Preferred Stock Shares Amount Shares Amount Shares Amount 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 Issuance of common stock for cash under employee stock purchase plan — — — — 44,136 1 673 — — 674 Vesting of restricted stock units — — — — 129,395 1 ( 1 ) — — — Share-based compensation expense — — — — — — 42,150 — — 42,150 Change in unrealized gain/loss on investments — — — — — — — ( 348 ) — ( 348 ) Net loss — — — — — — — — ( 269,949 ) ( 269,949 ) Balance as of December 31, 2024 134,864 $ 61,188 145,160 $ 127,697 80,994,046 $ 810 $ 1,477,811 $ ( 10 ) $ ( 995,857 ) $ 671,639 See accompanying notes to these consolidated financial statements. F-7 VIRIDIAN THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2023 2022 Cash flows from operating activities: Net loss $ ( 269,949 ) $ ( 237,734 ) $ ( 129,874 ) Adjustments to reconcile net loss to net cash used in operating activities: Issuance of common stock under license agreement — 5,693 — Share-based compensation expense 42,150 67,172 19,765 Non-cash interest expense and amortization of debt issuance costs 377 317 228 Depreciation and amortization 540 522 255 Accretion and amortization of premiums and discounts on available-for-sale securities ( 15,655 ) ( 11,490 ) ( 210 ) Net loss on extinguishment of debt — 181 — Fees paid directly to creditor related to extinguishment of debt — 514 — Loss on sale of equipment 449 1 — Non-cash lease expenses 171 48 36 Other non cash items — 31 — Changes in operating assets and liabilities: Prepaid expenses and other assets ( 11,768 ) ( 2,107 ) ( 3,339 ) Accounts payable ( 73 ) ( 12,040 ) 11,524 Accrued and other liabilities 21,625 5,010 7,716 Unbilled revenue 102 — 349 Deferred revenue ( 288 ) ( 288 ) ( 288 ) Net cash used in operating activities ( 232,319 ) ( 184,170 ) ( 93,838 ) Cash flows from investing activities: Purchases of short-term investments ( 695,068 ) ( 407,880 ) ( 223,264 ) Proceeds from sales and maturities of short-term investments 466,928 314,526 108,935 Purchases of property and equipment ( 511 ) ( 898 ) ( 797 ) Net cash used in investing activities ( 228,651 ) ( 94,252 ) ( 115,126 ) Cash flows from financing activities: Proceeds from the issuance of common stock, pursuant to 2023 Private Placement and September 2022 ATM Agreement — 125,069 — Proceeds from the issuance of Series B 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 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 Proceeds from issuance of long-term debt — 15,000 5,000 Payment of debt extinguishment costs — ( 514 ) — Payment of debt issuance costs — — ( 446 ) Proceeds from issuance of common stock upon the exercise of stock options 5,344 19,263 2,762 Proceeds from the issuance of common stock for cash under employee stock purchase plan 674 580 183 Net cash provided by financing activities 457,737 225,670 322,244 Net increase (decrease) in cash and cash equivalents ( 3,233 ) ( 52,752 ) 113,280 Cash and cash equivalents at beginning of period 102,827 155,579 42,299 Cash and cash equivalents at end of period $ 99,594 $ 102,827 $ 155,579 F-8 Supplemental disclosure of cash flow information Interest paid $ 1,820 $ 886 $ 293 Supplemental disclosure of non-cash investing and financing activities Purchase of property and equipment in accounts payable and accrued liabilities $ 43 $ — $ 380 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 $ — Issuance of long-term debt $ — $ 5,000 $ — Amortization of public offering costs $ — $ — $ 75 See accompanying notes to these consolidated financial statements. F-9 VIRIDIAN THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS 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. In addition to developing therapies for TED, the Company is also developing a portfolio of engineered anti-neonatal Fc receptor (“FcRn”) inhibitors, including VRDN-006 and VRDN-008. FcRn inhibitors have the potential to treat a broad array of autoimmune diseases, representing a significant commercial market opportunity. Liquidity 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 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. The Company expects to continue to generate operating losses for the foreseeable future. The Company has no products approved for commercial sale, has not generated any revenue from product sales, and cannot guarantee when or if it will generate any revenue from product sales. Substantially all of the Company’s operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations. The Company expects to incur significant expenses and operating losses for at least the next several years as it continues the development of, and seeks regulatory approval for, its product candidates. It is expected that operating losses will fluctuate significantly from quarter to quarter and year to year due to timing of development programs and efforts to achieve regulatory approval. As of December 31, 2024, the Company had approximately $ 717.6 million in cash, cash equivalents, and short-term investments. 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. Debt . 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 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. Failure to raise capital as and when needed, on favorable terms or at all, would have a negative impact on the Company’s financial condition and its ability to develop its product candidates. Changing circumstances may cause the Company to consume capital significantly faster or slower than currently anticipated. If the Company is unable to acquire additional capital or resources, it will be required to modify its operational plans. The estimates included herein are based on assumptions that may prove to be wrong, and the Company could exhaust its available financial resources sooner than currently anticipated. F-10 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viridian Therapeutics Europe Limited and Viridian Therapeutics S.à.r.l., both of which were formed for the sole purpose of submitting regulatory filings in Europe, and Viridian Securities Corporation, which was formed in July 2021. The Company’s subsidiaries have no employees or operations. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. All significant intercompany balances have been eliminated in consolidation. 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. 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, 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. Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The Company’s evaluation entails, among other things, analyzing the results of the Company’s clinical development efforts, license and collaboration agreements as well as the entity’s current financial condition including conditional and unconditional obligations anticipated within a year, and related liquidity sources at the date the financial statements are issued. This is reflected in the Company’s prospective operating budgets and forecasts and compared to the current cash, cash equivalents and short-term investments balance. Use of Estimates The Company’s consolidated financial statements are prepared in accordance with U.S. 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, 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. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company enters into collaboration agreements and certain other agreements that are within the scope of ASC 606, under which the Company licenses, may license, or grants an option to license rights to certain of the Company’s product candidates and performs research and development services in connection with such agreements. The terms of these agreements typically include payment of one or more of the following: non-refundable, up-front fees; reimbursement of research and development costs; developmental, clinical, regulatory, and commercial sales milestone payments; and royalties on net sales of licensed products. F-11 In accordance with ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized, for agreements within the scope of ASC 606, the Company performs the following five steps: (i) identification of the goods or services within the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct within the terms of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the identified performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The promised goods or services in the Company’s agreements typically consist of a license, or option to license, rights to the Company’s intellectual property or research and development services. Performance obligations are promises in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each agreement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration that is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company’s contracts often include development and regulatory milestone payments that are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development and clinical milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. 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 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. The Company allocates the transaction price based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the stand-alone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, and the estimated costs. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. F-12 The Company receives payments from its customers based on billing schedules established in each contract. Up-front payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. Research and Development 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 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. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. 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. 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. 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 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. In accruing for these activities, the Company obtains information from various sources and estimates the level of effort or expense allocated to each period. Adjustments to the Company’s research and development expenses may be necessary in future periods as its estimates change. Share-Based Compensation The Company issues stock-based awards to employees and non-employees in the form of stock options and restricted stock units (“RSUs”). The Company measures and recognizes share-based compensation expense for its stock-based awards granted to employees and non-employees based on the estimated grant date fair value in accordance with ASC Topic 718, Compensation - Stock Compensation and determines the fair value of RSUs based on the fair value of its common stock. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The use of the Black-Scholes option-pricing model requires the Company to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company recognizes share-based compensation expense for awards with service-based conditions using the straight-line method over the requisite service period, net of any actual forfeitures. Cash and Cash Equivalents All highly-liquid investments that have maturities of 90 days or less at the date of purchase are classified as cash equivalents. Cash equivalents are reported at cost, which approximates fair value due to the short maturities of these instruments. Investments The Company’s investments consist of highly-rated corporate and U.S. Treasury securities and have been classified as available-for-sale securities. Accordingly, these investments are recorded at their respective fair values, as determined based on quoted market prices. The Company may hold securities with stated maturities greater than one year. All available-for-sale securities are considered available to support current operations, and thus investments with maturities beyond one year are generally classified as current assets. Unrealized gains and losses are reported as a component of stockholders’ equity until their disposition. Realized gains and losses are included as a component of other income (expense), net based on the specific identification method. The securities F-13 are subject to a periodic impairment review. An impairment charge would occur when a decline in the fair value of the investments below the cost basis is judged to be other-than-temporary. Fair Value Measurements Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices, for similar assets or liabilities, quoted market prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. • Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, which include short-term investments that have maturities of less than three months. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts. 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 The Company carries its property and equipment at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years . Leasehold improvements are amortized over the shorter of the life of the lease (including any renewal periods that are deemed to be reasonably assured) or the estimated useful life of the assets. Construction in progress is not depreciated until placed in service. Repairs and maintenance costs are expensed as incurred and expenditures for major improvements are capitalized. Operating Lease Right-of-Use Assets and Liabilities The Company determines if an arrangement is, or contains, a lease at contract inception and during modifications or renewal of existing leases. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company has recorded operating lease assets and liabilities pursuant to the guidance in Accounting Standards Update (“ASU”) No. 2016-02 , Leases (Topic 842), and subsequent amendments to the initial guidance: ASU No. 2017-13, ASU No. 2018-10, and ASU No. 2018-11 (collectively, “ASC 842”). 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. The Company’s operating leases are reflected in operating lease right-of-use asset and operating lease liability within accrued and other liabilities in the Company’s consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of 12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Refer to Note 8. Commitments and Contingencies - Lease Obligations for additional information related to the Company’s operating leases. F-14 Debt and Debt Issuance Costs Debt issuance costs and expenses paid by the Company to its lenders are presented on the consolidated balance sheet as a direct deduction from the related debt liability rather than capitalized as an asset in accordance with ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . Debt issuance costs represent legal and other direct costs incurred in connection with the Company’s Term Loan (as defined in Note 6. Debt ). These costs are amortized as a non-cash component of interest expense using the effective interest method over the term of the loan. Convertible Preferred Stock The Company records shares of non-voting convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. Impairment of Long-Lived Assets The Company assesses the carrying amount of its property and equipment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. No impairment charges were recorded during the years ended December 31, 2024, 2023 and 2022. Net Loss per Share 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. Comprehensive Loss Comprehensive loss is comprised of net loss and adjustments for the change in unrealized gains and losses on investments. Unrealized accumulated comprehensive gains or losses are reflected as a separate component in the consolidated statements of changes in stockholders’ equity. The Company had an unrealized loss of $ 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. Income Taxes The Company accounts for income taxes by using an asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to the extent it is more likely than not that a deferred tax asset will not be realized. 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 be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company’s significant deferred tax assets are for net operating loss carryforwards, tax credits, accruals and reserves, and capitalized start-up costs. The Company has provided a valuation allowance for its entire net deferred tax assets since inception as, due to its history of operating losses, the Company has concluded that it is more likely than not that its deferred tax assets will not be realized. The Company has no unrecognized tax benefits. The Company classifies interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations and comprehensive loss as general and administrative expenses. No such expenses have been recognized during the years ended December 31, 2024, 2023 and 2022. Warrants F-15 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. 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. 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. The Company does not believe that the adoption of recently issued standards have or may have a material impact on the Company’s consolidated financial statements or disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires a company's annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting periods beginning after December 15, 2024. Adoption is either with a prospective method or a fully retrospective method of transition. Early adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2023-09 will have on its consolidated financial statements. 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. 3. INVESTMENTS AND FAIR VALUE MEASUREMENTS Investments The Company’s investments consisted of the following as of December 31, 2024 and 2023: F-16 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2024 Money market funds $ 96,058 $ — $ — $ 96,058 U.S. treasury securities 286,039 196 ( 320 ) 285,915 U.S. corporate paper and bonds 326,966 361 ( 247 ) 327,080 International corporate bond holdings 4,995 — — 4,995 Total $ 714,058 $ 557 $ ( 567 ) $ 714,048 December 31, 2023 Money market funds $ 77,724 $ 7 $ — $ 77,731 U.S. treasury securities 148,423 255 ( 5 ) 148,673 U.S. corporate paper and bonds 227,463 142 ( 85 ) 227,520 International corporate bond holdings 9,304 24 — 9,328 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, 2024, 2023, or 2022. The contractual maturity dates of the Company’s investments are all less than 24 months. Fair Value Measurements The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis: F-17 (in thousands) Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2024 Assets: Cash equivalents: Money market funds $ 96,058 $ — $ — $ 96,058 Short-term investments: U.S. treasury securities 21,692 264,223 — 285,915 U.S. corporate paper and bonds — 327,080 — 327,080 International corporate bond holdings — 4,995 — 4,995 Total cash equivalents and short-term investments $ 117,750 $ 596,298 $ — $ 714,048 December 31, 2023 Assets: Cash equivalents: Money market funds $ 77,731 $ — $ — $ 77,731 U.S. corporate paper and bonds — 10,978 — 10,978 Short-term investments: U.S. treasury securities — 148,673 — 148,673 U.S. corporate paper and bonds — 216,542 — 216,542 International corporate bond holdings — 9,328 — 9,328 Total cash equivalents and short-term investments $ 77,731 $ 385,521 $ — $ 463,252 4. PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: December 31, 2024 2023 (in thousands) Lab equipment $ 1,141 $ 1,145 Leasehold improvements 254 670 Computer hardware and software 560 489 Furniture and fixtures 547 417 Property and equipment, gross 2,502 2,721 Less: accumulated depreciation and amortization ( 1,266 ) ( 1,049 ) Property and equipment, net $ 1,236 $ 1,672 During the years ended December 31, 2024, 2023, and 2022, depreciation and amortization expense was $ 0.5 million, $ 0.5 million and $ 0.3 million, respectively. F-18 5. ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, 2024 2023 (in thousands) Accrued outsourced clinical trials and nonclinical studies $ 30,955 $ 10,724 Accrued employee compensation and related taxes 10,638 10,513 Operating lease liability, short-term 513 843 Accrued legal fees and expenses 1,245 399 Accrued other professional service fees 1,078 473 Value of liability-classified stock purchase warrants 100 100 Accrued interest payable 154 154 Other accrued liabilities 760 902 Total accrued liabilities $ 45,443 $ 24,108 6. DEBT Loan and Security Agreement with Hercules Capital, Inc. In April 2022, the Company entered into a loan and security agreement (the “Hercules Loan and Security Agreement”) among the Company, certain of its subsidiaries from time to time party thereto (together with the Company, collectively, the “Borrower”), Hercules Capital, Inc. (“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”), 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. 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; (3) a third tranche of $ 20.0 million, subject to achievement of certain regulatory milestones, available through March 31, 2025; and (4) a fourth tranche of $ 60.0 million subject to approval by the Lenders’ investment committee(s), available through June 15, 2025. As of December 31, 2024, the milestones for the second and third tranches have been achieved. The obligations F-19 of the Borrower under the Hercules Amendment agreement are secured by substantially all of the assets of the Borrower, excluding the Borrower’s intellectual property. The Amended Term Loan has a maturity date of October 1, 2026. The Amended Term Loan bears interest at a floating per annum rate equal to the greater of (i) 7.45 % and (ii) 4.2 % above the Prime Rate (as defined therein), provided that the Term Loan interest rate shall not exceed a per annum rate of 8.95 %. Interest is payable monthly in arrears on the first day of each month. The interest rate as of December 31, 2024 was 8.95 %. 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. 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 $ 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: December 31, 2024 2023 (in thousands) Gross proceeds 20,000 20,000 Accrued end-of-term fee 582 205 Carrying value 20,582 20,205 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): Fiscal Year 2025 — 2026 20,000 Total $ 20,000 7. COLLABORATION AGREEMENTS License Agreement with 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. In May 2022, the Company entered into a Manufacturing Development and Supply Agreement with Zenas BioPharma to manufacture and supply, or to have manufactured and supplied, clinical drug product for developmental purposes. The license agreement and subsequent letter agreements and supply agreement (collectively, the “Zenas Agreements”) were negotiated with a single commercial objective and are treated as a combined contract for accounting purposes. 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) F-20 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. Under the Zenas Agreements, the Company can receive non-refundable milestone payments upon achieving specific milestone events during the contract term. Additionally, the Company may receive royalty payments based on a percentage of the annual net sales of any licensed products sold on a country-by-country basis in the greater area of China. The royalty percentage may vary based on different tiers of annual net sales of the licensed products made. 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 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. The Company applied ASC 606 for certain activities within the arrangement associated with the Company’s transfer of a good or service (i.e., a unit of account) that is part of the Company’s ongoing major or central operations. The Company allocated the transaction price based on the relative estimated standalone selling prices of each performance obligation or, in the case of certain variable consideration, to one or more performance obligations. Research and development activities are priced generally at cost. The Company’s license of goods and services to Zenas BioPharma during the contract term was determined to be a single performance obligation satisfied over time. The Company will recognize the transaction price from the license agreement over the Company’s estimated period to complete its activities. At the inception of the arrangement, the Company evaluated whether the milestones were considered probable of being reached and estimated the amount to be included in the transaction price using the most likely amount method. As it was not probable that a significant revenue reversal would not occur, none of the associated milestone payments were included in the transaction price at contract inception. For the sales-based royalties included in the arrangement, the license was deemed to be the predominant item to which the royalties relate. The Company will recognize royalty revenues at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). During the years ended December 31, 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. Antibody and Discovery Option Agreement with Paragon Therapeutics, Inc. In January 2022, the Company and Paragon Therapeutics, Inc. (“Paragon”) entered into an antibody and discovery option agreement (the “Paragon 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 F-21 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. If the Company fails to exercise an Option prior to expiration of the applicable Option Period, such Option for such Programs will terminate. In consideration for Paragon’s grant of the Options to the Company, the Company paid to Paragon a non-refundable, non-creditable one-time fee of $ 2.5 million, which was recorded as research and development expense during the three months ended March 31, 2022. 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 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. 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. F-22 8. COMMITMENTS AND CONTINGENCIES License Agreement with ImmunoGen, Inc. In October 2020, the Company became party to a license agreement (the “ImmunoGen License Agreement”) with Immunogen, Inc. (“ImmunoGen”), under which the Company obtained an exclusive, sublicensable, worldwide license to certain patents and other intellectual property rights to develop, manufacture, and commercialize certain products for non-oncology and non-radiopharmaceutical indications. In consideration for rights granted by ImmunoGen, the Company is obligated to make certain 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 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. 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 veligrotug, amount which was paid in January 2023. Additionally, if the Company successfully commercializes any product candidate subject to the ImmunoGen License Agreement, it is responsible for royalty payments equal to a percentage in the mid-single digits of net sales and commercial milestone payments of up to $ 95.0 million. The Company is obligated to make any such royalty payments on a product-by-product and country-by-country basis from the first commercial sale of a specified product in each country until the later of (i) the expiration of the last patent claim subject to the ImmunoGen License Agreement in such country, (ii) the expiration of any applicable regulatory exclusivity obtained for each product in such country, or (iii) the 12th anniversary of the date of the first commercial sale of such product in such country. 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 In January 2023, the Company entered into a Development and License Agreement (the “Enable License Agreement”) with Enable Injections, Inc. (“Enable”), under which Enable granted the Company an exclusive, royalty-bearing, sublicensable, non-transferrable license to (i) develop, commercialize, seek marketing approval for and otherwise use and exploit certain products, and (ii) make and have made such product solely for such permitted uses. Pursuant to the terms of the Enable License Agreement, 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. This amount is included in research and development expense for the year ended December 31, 2023 in the accompanying consolidated statement operations. This amount is reflected as a cash outflow from operating activities in the statement of cash flows during the year ended December 31, 2023. The Company is obligated to make certain future milestone payments of up to $ 45.0 million upon the achievement of specified development, clinical and regulatory milestones. Additionally, if the Company is successful in commercializing any product candidate subject to the Enable License Agreement, the Company is obligated to make certain commercial milestone payments of up to $ 150.0 million and royalty payments equal to a percentage in the mid-single digits. 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, 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 F-23 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 Colorado-based Office and Lab Space The Company is party to a multi-year, non-cancelable lease agreement for its Colorado-based office and lab space (the “Colorado Lease”). 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. The lease term was amended in March 2021 to extend the lease maturity date to December 31, 2024. Upon adoption of ASC 842 and upon subsequent modification of the lease in 2020 and in March 2021, the Company recognized a right-of-use asset and corresponding lease liability for the 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, July 2022, April 2024, and September 2024, the “Massachusetts Lease”). The Massachusetts Lease includes rent escalation clauses throughout the lease term. Minimum base lease payments under the Massachusetts Lease are recognized on a straight-line basis over the full term of the Massachusetts Lease. Upon initial assumption of the Massachusetts Lease in October 2020, the Company recognized a right-of-use asset and corresponding lease liability of $ 0.1 million by calculating the present value of lease payments, discounted at 6 %, the Company’s estimated incremental borrowing rate, over the expected remaining term. 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. 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. F-24 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: (in thousands) 2025 723 2026 747 2027 613 2028 627 2029 370 Total future minimum lease payments 3,080 Less: imputed interest ( 543 ) Total $ 2,537 As of December 31, 2024, the Company’s operating lease obligations were reflected as short-term operating lease liabilities of $ 0.5 million within accrued liabilities and $ 2.0 million of long-term lease obligations as other liabilities in the Company’s consolidated balance sheets. Amortization of the operating lease right-of-use assets, and corresponding reduction of operating lease obligations, amounted to $ 0.7 million, $ 0.8 million and $ 0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, which was included in operating expense in the consolidated statements of operations and comprehensive loss. The Company is also required to pay for operating expenses related to the leased space, which were $ 0.4 million, $ 0.4 million and $ 0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. The operating expenses are incurred separately and were not included in the present value of lease payments. 9. CAPITAL STOCK Common 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 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. Each share of common stock is entitled to one vote. The holders of common stock are entitled to receive dividends when and as declared or paid by its board of directors. 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 F-25 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. (“Evercore”) relating to the offer and sale of 11,352,640 shares of the Company’s common stock, which includes 1,725,000 shares of common stock issued in connection with the exercise in full by the underwriters of their option to purchase additional shares at a public offering price of $ 23.50 per share, and 28,084 shares of Series B Non-Voting Convertible Preferred Stock, par value $ 0.01 per share, at a public offering price of $ 1,566.745 per share (collectively the “2022 Public Offering”). The aggregate gross proceeds to the Company from the 2022 Public Offering, including the exercise of the option were approximately $ 311.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. Private Placements In November 2023, the Company issued and sold in private placement transactions an aggregate of 8,869,797 shares of the Company’s common stock at a price per share of $ 12.38 and 92,312 shares of the Company’s Series B non-voting convertible preferred stock at a price per share of $ 825.3746 , pursuant to securities purchase agreements with certain institutional and accredited investors. The Company received aggregate gross proceeds of approximately $ 186.0 million, before deducting offering expenses payable by the Company. Common Stock Sales Agreements - Jefferies LLC In September 2022, the Company entered into an Open Market Sale Agreement SM (the “September 2022 ATM Agreement”) with Jefferies, pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 175.0 million from time to time at prices and on terms to be determined by market conditions at the time of offering, with Jefferies acting as its sales agent. Jefferies will receive a commission of 3.0 % of the gross proceeds of any shares of common stock sold under the September 2022 ATM Agreement. During the year ended December 31, 2024, the Company sold 3,058,751 shares under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 22.86 per share, for aggregate net proceeds of approximately $ 67.7 million, including commissions to Jefferies as a sales agent. During the year ended December 31, 2023, the Company sold 684,298 shares under the September 2022 ATM Agreement with Jefferies at a weighted average price of $ 22.30 per share, for aggregate net proceeds of approximately $ 14.8 million, including commissions to Jefferies as a sales agent. 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 F-26 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. 10. WARRANTS The following table presents information about the Company’s outstanding warrants: Number of Underlying Shares (1) Weighted-Average Exercise Price at December 31, 2024 Remaining Contractual Life at December 31, 2024 (No. Years) December 31, 2024 2023 Liability-classified warrants Issued April 2017 781 781 $ 127.95 0.33 Equity-classified warrants Acquired October 2020 29,446 29,446 $ 0.02 5.73 Issued February 2020 (2) 218,050 218,050 $ 14.54 0.11 Issued November 2017 — 1,606 $ — Subtotal 247,496 249,102 $ 14.55 Total warrants 248,277 249,883 $ 14.91 ____________________ (1) If the Company subdivides (by any stock split, stock dividend, recapitalization, or otherwise) its outstanding shares of its common stock into a smaller number of shares, the warrant exercise price is proportionately reduced and the number of shares under outstanding warrants is proportionately increased. Additionally, if the Company combines (by combination, reverse stock split, or otherwise) its outstanding shares of common stock into a smaller number of shares, the warrant exercise price is proportionately increased and the number of shares under outstanding warrants is proportionately decreased. F-27 (2) Subject to specified conditions, the Company may voluntarily reduce the warrant exercise price of the warrants issued in February 2020. A summary of the Company’s warrant activity during the year ended December 31, 2024 is as follows: Common Stock Warrants Number Weighted-Average Exercise Price Outstanding at December 31, 2023 249,883 $ 15.51 Exercised — $ — Expired ( 1,606 ) $ 0.69 Outstanding at December 31, 2024 248,277 $ 14.91 11. SHARE-BASED COMPENSATION Equity Incentive Plans The Company has grants outstanding under its 2008 Equity Incentive Plan (the “2008 Plan”), its amended and restated 2016 Equity Incentive Plan (the “2016 Plan”), and the Viridian 2020 Equity Incentive Plan (the “2020 Plan” and collectively with the 2008 Plan and the 2016 Plan, the “Equity Incentive Plans”). 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. In June 2022, the Company’s stockholders approved the amendment and restatement of the 2016 Plan to, among other things, transfer the then remaining number of shares available for issuance under the 2020 Plan into the 2016 Plan so that the Company operates from a single equity plan going forward. In June 2023, the Company’s stockholders approved a further amendment and restatement of the 2016 Plan to, among other things, increase the number of shares reserved for issuance thereunder by 2,000,000 shares. 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: Restricted Stock Units Outstanding Stock Options Outstanding Shares Available for Issuance Inducement Awards — 6,237,328 — 2020 Plan — 95,684 — 2016 Plan 314,075 5,015,483 5,120,218 2008 Plan — 24 — 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 F-28 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. 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: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2023 11,533,484 $ 19.68 8.50 $ 54,772 Granted 3,739,256 16.45 Exercised ( 437,146 ) 12.23 Forfeited or expired ( 3,487,075 ) 22.26 Outstanding as of December 31, 2024 11,348,519 18.11 7.85 $ 37,138 Vested or expected to vest as of December 31, 2024 11,348,519 $ 18.11 7.85 $ 37,138 Exercisable as of December 31, 2024 3,948,483 $ 20.48 5.60 $ 8,632 Vested as of December 31, 2024 3,948,483 $ 20.48 5.60 $ 8,632 Fair Value Assumptions The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted under its equity compensation plans. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility, and expected terms of the options. Because the Company has a limited history of stock purchase and sale activity, expected volatility is based on a blend of historical data from public companies that are similar to the Company in size and nature of operations, as well as the Company’s own volatility. The Company will continue to use similar entity volatility information until its historical volatility is relevant to measure expected volatility for option grants. The Company accounts for forfeitures as they occur. The risk-free rate for periods within the contractual life of each option is based on the U.S. Treasury yield curve in effect at the time of the grant for a period commensurate with the expected term of the grant. The expected term (without regard to forfeitures) for options granted represents the period of time that options granted are expected to be outstanding and is derived from the contractual terms of the options granted, and actual and expected option-exercise behaviors. The fair value of the underlying common stock is based on the closing price of the common stock on The Nasdaq Capital Market at the date of grant. F-29 The weighted-average grant-date fair value of options granted to the Company’s employees and members of its board of directors during the years ended December 31, 2024 and 2023 was $ 11.75 and $ 16.12 , respectively. The fair value was determined by the Black-Scholes option pricing model using the following weighted-average assumptions: Year Ended December 31, 2024 2023 Expected term, in years 5.11 5.57 Expected volatility 88.3 % 90.0 % Risk-free interest rate 4.3 % 4.3 % Expected dividend yield — % — % Weighted average exercise price $ 16.45 $ 21.61 Employee Stock Purchase Plan The 2016 Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase shares of common stock at a price equal to 85 % of the lower of: (i) the closing price at the beginning of the offering period or (ii) the closing price at the end of the offering period. 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. Share-Based Compensation Expense Share-based compensation related to all equity awards issued pursuant to the Equity Incentive Plans, the Inducement Awards and for estimated shares to be issued under the ESPP for the purchase periods active during each respective period is included in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Research and development $ 22,345 $ 16,220 $ 7,298 General and administrative 19,805 50,952 12,467 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. As of December 31, 2024, the Company had $ 83.5 million of total unrecognized share-based compensation costs related to stock options, which the Company expects to recognize over a weighted-average remaining period of 2.90 years. As of December 31, 2024, the Company had $ 4.4 million of total unrecognized share-based compensation costs related to unvested RSUs, which the Company expects to recognize over a weighted-average remaining period of 2.75 years. 12. RETIREMENT BENEFIT PLAN The Company has established a 401(k) retirement plan that allows participating employees in the U.S. to contribute as defined by the plan and is subject to limitations under Section 401(k) of the Internal Revenue Code of 1986, as amended. The Company matches 100 % of the first 4 % (subject to annual compensation and contribution limits) of employee contributions. During the years ended December 31, 2024, 2023 and 2022, the Company paid a matching contribution of $ 1.1 million, $ 0.7 million and $ 0.4 million, respectively. F-30 13. NET LOSS PER SHARE 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: Numerator Allocation of losses $ ( 31,718 ) $ ( 29,671 ) $ ( 208,560 ) Denominator 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: Numerator Allocation of losses $ ( 45,421 ) $ ( 17,306 ) $ ( 175,007 ) Denominator Weighted-average shares outstanding 174,226 66,385 44,755,475 Net loss per share, basic and diluted $ ( 260.70 ) $ ( 260.69 ) $ ( 3.91 ) F-31 Year Ended December 31, 2022 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Net loss per share, basic and diluted: Numerator Allocation of losses $ ( 36,784 ) $ ( 6,047 ) $ ( 87,043 ) Denominator 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: December 31, 2024 2023 2022 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 Warrants to purchase common stock 248,277 249,883 363,963 Restricted stock units 314,075 804,947 — 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: Numerator Allocation of losses $ ( 6,731 ) $ ( 5,661 ) $ ( 36,150 ) Denominator Weighted-average shares outstanding $ 170,621 $ 143,522 $ 61,099,038 Net loss per share, basic and diluted $ ( 39.45 ) $ ( 39.44 ) $ ( 0.59 ) F-32 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: Numerator Allocation of losses $ ( 8,129 ) $ ( 7,411 ) $ ( 49,453 ) $ ( 14,962 ) $ ( 13,092 ) $ ( 85,481 ) Denominator 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: Numerator Allocation of losses $ ( 9,243 ) $ ( 8,683 ) $ ( 58,763 ) $ ( 24,328 ) $ ( 21,798 ) $ ( 144,097 ) Denominator 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 ) 14. INCOME TAXES 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. Since its inception, the Company has incurred net taxable losses, and accordingly, no current provision for income taxes has been recorded. This amount differs from the amount computed by applying the U.S. federal income tax rate of 21% to pretax loss due to the provision of a valuation allowance to the extent of the Company’s net deferred tax asset, as well as to state income taxes and nondeductible expenses. The effective income tax rate of the provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2024 2023 2022 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % Federal and state tax credits 2.2 2.3 1.6 State income taxes, net of federal benefit 5.0 5.4 4.2 Change in valuation allowance ( 19.5 ) ( 27.6 ) ( 24.5 ) Other permanent items ( 3.0 ) ( 0.7 ) ( 0.8 ) Stock-based compensation ( 5.7 ) ( 0.4 ) ( 1.5 ) Effective income tax rate — % — % — % F-33 The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below: Year Ended December 31, 2024 2023 2022 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 77,430 $ 67,755 $ 46,000 Tax credits 15,056 9,231 3,803 Accruals and reserves 9,069 4,891 4,986 Stock-based expense 7,706 15,013 4,161 Start-up costs and amortized costs 12,142 12,750 9,460 IRC § 174 capitalized costs 86,847 45,979 18,252 Unrealized gains/losses 176 71 — Operating lease right-of-use asset, net 85 44 22 Total deferred tax assets 208,511 155,734 86,684 Valuation allowance ( 208,511 ) ( 155,734 ) ( 86,602 ) Net deferred tax assets — — 82 Deferred tax liabilities: Unrealized gains/losses — — $ ( 82 ) Operating lease right-of-use asset, net — — — Total deferred tax liabilities — — ( 82 ) Total deferred tax assets, net $ — $ — $ — 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. In addition, the realization of net operating losses to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions, which may result in the expiration of additional net operating losses before future utilization as a result of ownership changes. As a result of these ownership change provisions during 2020, the Company estimated an aggregate limitation on the utilization of net operating loss carryforwards of $ 59.0 million. In addition to the limitation of net operating losses of $ 59.0 million, approximately $ 15.3 million of research and development tax credits were derecognized with the inability of the Company to ever realize a benefit from those credits in the future. 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, 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. As of December 31, 2024 and 2023, the Company’s net deferred tax assets before valuation allowance was $ 208.5 million and $ 155.7 million, respectively. In assessing the realizability of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As the Company does not have any historical taxable income or projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of its history of operating losses, the Company does not believe it is more likely than not that it will realize the benefits of its net deferred tax assets, and accordingly, has established a valuation allowance equal to 100 % of its net deferred tax assets at December 31, 2024 and 2023. The change in valuation allowance was an increase of $ 52.8 million in 2024, an increase of $ 69.1 million in 2023 and an increase of $ 33.2 million in 2022. The Company concluded that there were no significant uncertain tax positions relevant to the jurisdictions where it is required to file income tax returns requiring recognition in the consolidated financial statements for the years ended 2024 and 2023. As of December 31, 2024 and 2023, the Company had no accrued interest related to uncertain tax positions. F-34 The Company’s federal and state returns for 2020 through 2024 remain open to examination by tax authorities. 15. 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: Year Ended December 31, 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. 16. 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. F-35 SIGNATURES 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. Date: March 3, 2025 By: /s/ Stephen Mahoney Stephen Mahoney President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 3, 2025 By: /s/ Seth Harmon Seth Harmon Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Mahoney and Seth Harmon, and each of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, and each of them, or his substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of l934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Stephen Mahoney President, Chief Executive Officer and Director March 3, 2025 Stephen Mahoney (Principal Executive Officer) /s/ Seth Harmon Chief Financial Officer March 3, 2025 Seth Harmon (Principal Financial Officer; Principal Accounting Officer) /s/ Tomas Kiselak Chairman of the Board March 3, 2025 Tomas Kiselak /s/ Sarah Gheuens Director March 3, 2025 Sarah Gheuens, M.D., Ph.D. /s/ Peter Harwin Director March 3, 2025 Peter Harwin /s/ Arlene Morris Director March 3, 2025 Arlene Morris /s/ Jennifer Moses Director March 3, 2025 Jennifer Moses