mgen-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36483

VIRIDIAN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)


			Delaware						47-1187261
			(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

221 Crescent Street, Suite 401, Waltham, MA 02453

(Address, including zip code, of principal executive offices)

(617) 272-4600

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report): N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

VRDN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 9, 2022, there were 27,927,423 shares of the registrant’s common stock outstanding.

VIRIDIAN THERAPEUTICS, INC.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			5





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3. Quantitative and Qualitative Disclosures about Market Risk			39
Item 4. Controls and Procedures			40

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			40
Item 3. Defaults Upon Senior Securities			40
Item 4. Mine Safety Disclosures			40
Item 5. Other Information			41
Item 6. Exhibits			41

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “predict,” “potential,” “opportunity,” “goals,” or “should,” and similar expressions are intended to identify forward-looking statements. All statements contained in this Quarterly Report, other than statements of historical fact are forward-looking statements. You should not unduly rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, statements relating to:

•our future research and development activities, including clinical testing and the costs and timing thereof;

•our strategy, including clinical development of VRDN-001, VRDN-002 and other product candidates, and the clinical and commercial potential of our product candidates, if approved;

•the sufficiency of our cash resources;

•our ability to raise additional funding when needed;

•any statements concerning anticipated regulatory activities or licensing or collaborative arrangements;

•business interruptions resulting from the coronavirus disease (“COVID-19”) outbreak or similar public health crises, which could cause a disruption in the development of our product candidates and adversely impact our business;

•our research and development and other expenses;

•our operations and legal risks;

•developments relating to our competitors and our industry, including competing product candidates and therapies; and

•any statement of assumptions underlying any of the foregoing.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, as described in greater detail in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, and under a similar heading in any other periodic or current report we may file with the Securities and Exchange Commission (“SEC”) in the future. You are advised to consult any further disclosures we make on related subjects in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our website. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report, may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place

Table of Contents

undue reliance on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.

Unless otherwise mentioned or unless the context requires otherwise, all references in this Quarterly Report, to “Viridian,” “Viridian Therapeutics,” the “Company,” “we,” “us,” and “our” or similar references refer to Viridian Therapeutics, Inc., and our consolidated subsidiaries.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIRIDIAN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)


	March 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	30,858	$	42,299
Short-term investments	144,570		154,666
Prepaid expenses and other current assets	3,439		2,747
Unbilled revenue - related party	522		451
Total current assets	179,389		200,163
Property and equipment, net	691		375
Operating lease right-of-use asset	1,543		1,680

Other assets	1,542		1,491
Total assets	$	183,165	$	203,709

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,538	$	2,329
Accrued liabilities	11,560		11,018
Current portion of deferred revenue - related party	288		289
Total current liabilities	14,386		13,636
Deferred revenue - related party	1,077		1,149
Other liabilities	1,060		1,208
Total liabilities	16,523		15,993
Commitments and contingencies
Stockholders’ equity:
Preferred stock, series A non-voting convertible preferred stock, $0.01 par value; 435,000 shares authorized; 212,566 and 260,437 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	96,442		118,164
Preferred stock, series B non-voting convertible preferred stock, $0.01 par value; 500,000 shares authorized; 23,126 shares issued and outstanding as of March 31, 2022 and December 31, 2021	15,669		15,669
Common stock, $0.01 par value; 200,000,000 shares authorized; 27,169,422 and 23,924,004 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	272		239
Additional paid-in capital	439,187		412,101
Accumulated other comprehensive loss	(935)		(157)
Accumulated deficit	(383,993)		(358,300)
Total stockholders’ equity	166,642		187,716
Total liabilities and stockholders’ equity	$	183,165	$	203,709

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

VIRIDIAN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Revenue:
Collaboration revenue - related party	$	216	$	1,451

Operating expenses:
Research and development	17,746		13,806
General and administrative	8,359		6,160

Total operating expenses	26,105		19,966
Loss from operations	(25,889)		(18,515)
Other income:
Interest and other income	196		55



Net loss	(25,693)		(18,460)
Change in unrealized loss on investments	(778)		(13)
Comprehensive loss	$	(26,471)	$	(18,473)

Net loss	$	(25,693)	$	(18,460)
Net loss per share, basic and diluted	$	(0.98)	$	(2.91)
Weighted-average shares used to compute basic and diluted net loss per share	26,126,092		6,336,347

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

VIRIDIAN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)


	Preferred Stock						Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Equity
	Series A			Series B
	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	(47,871)	(21,722)		—	—			3,191,555		33			21,689			—			—			—

Issuance of common stock for exercises of stock options	—	—		—	—			47,735		—			667			—			—			667


Issuance of common stock for cash under employee stock purchase plan	—	—		—	—			6,128		—			71			—			—			71
Share-based compensation expense	—	—		—	—			—		—			4,659			—			—			4,659

Change in unrealized loss on investments	—	—		—	—			—		—			—			(778)			—			(778)
Net loss	—	—		—	—			—		—			—			—			(25,693)			(25,693)
Balance as of March 31, 2022	212,566	$	96,442	23,126	$	15,669		27,169,422		$	272		$	439,187		$	(935)		$	(383,993)		$	166,642

Table of Contents


	Preferred Stock						Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Equity
	Series A			Series B
	Shares	Amount		Shares			Amount		Shares				Amount
Balance as of December 31, 2020	398,487	$	180,801	—	$	—		4,231,135		$	42		$	218,089		$	(8)		$	(278,887)		$	120,037
Issuance of common stock upon the conversion of convertible preferred stock	(43,664)	(19,811)		—	—			2,911,071		29			19,782			—			—			—
Issuance of common stock upon exercises of warrants	—	—		—	—			56,935		1			939			—			—			940
Issuance of common stock for exercises of stock options and vesting of restricted stock units	—	—		—	—			31,249		—			307			—			—			307
Issuance of common stock for cash under employee stock purchase plan	—	—		—	—			980		—			12			—			—			12
Share-based compensation expense	—	—		—	—			—		—			3,175			—			—			3,175
Change in unrealized loss on investments	—	—		—	—			—		—			—			(13)			—			(13)
Net loss	—	—		—	—			—		—			—			—			(18,460)			(18,460)
Balance as of March 31, 2021	354,823	$	160,990	—	$	—		7,231,370		$	72		$	242,304		$	(21)		$	(297,347)		$	105,998

See accompanying notes to these condensed consolidated financial statements.

Table of Contents

VIRIDIAN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net loss	$	(25,693)	$	(18,460)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	4,659		3,175

Depreciation and amortization	40		33
Amortization of premiums and discounts on available-for-sale securities	274		232
Other	47		(5)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(740)		(3,622)
Unbilled revenue - related party	(71)		1,382
Deferred revenue - related party	(72)		(149)
Accounts payable	31		2,715
Accrued and other liabilities	483		3,160
Net cash used in operating activities	(21,042)		(11,539)
Cash flows from investing activities:
Purchases of short-term investments	(5,192)		(56,652)
Proceeds from maturities of short-term investments	14,234		67,539
Purchase of property and equipment, net	(179)		(15)
Net cash provided by investing activities	8,863		10,872

Cash flows from financing activities:
Proceeds from the issuance of common stock up

SEC Form 10-Q filed by Viridian Therapeutics Inc.