aibioViridian completes $250,000,000 convertible notes offering
Tickers VRDN
Viridian's $250,000,000 offering of 1.75% convertible senior notes due 2032 includes the full $25.0 million over-allotment option. A concurrent sale of 7,352,942 shares was priced at $17.00 a share.
Key facts
- Company
- Viridian Therapeutics, Inc. (NASDAQ: VRDN)
- News type
- Debt Financing
- Primary source
- Viridian Therapeutics, Inc. 8-K (2026-05-11)
The notes offering
Viridian Therapeutics, Inc. completed a public offering of $250,000,000 aggregate principal amount of 1.75% Convertible Senior Notes due 2032 on May 11, 2026, according to an 8-K whose earliest event reported is May 6, 2026. The total includes the full exercise of the underwriters' option to buy up to an additional $25.0 million of notes, solely to cover over-allotments.
The notes are general, unsecured, senior obligations. They pay interest semiannually on May 15 and November 15, beginning November 15, 2026, and mature on May 15, 2032 unless converted, redeemed or repurchased earlier. The notes were issued under a base indenture and a first supplemental indenture, both dated as of May 11, 2026, with U.S. Bank Trust Company, National Association, as trustee. Ropes & Gray LLP gave the opinion on the validity of the notes. The 8-K text does not name the underwriters of the notes or state the amount of fees.
Conversion and dilution
The initial conversion rate is 40.5680 shares per $1,000 principal amount, an initial conversion price of approximately $24.65 a share. The company can settle conversions in cash, shares or a combination, at its election. Based on an initial maximum conversion rate of 58.8235 shares per $1,000 principal amount, up to 14,705,875 shares may be issued on conversion, subject to anti-dilution adjustments.
Holders can convert only in set circumstances. One is a calendar quarter, starting after the quarter ending September 30, 2026, in which the stock price exceeds 130% of the conversion price on at least 20 of the 30 consecutive trading days ending on the last trading day of the prior quarter. Others include a fall in the notes' trading price below 98% of the stock price times the conversion rate, certain corporate events, a redemption call, and any time from February 15, 2032.
The company can redeem the notes on or after May 20, 2030 for principal plus accrued interest, but only if the stock exceeds 130% of the conversion price for at least 20 of 30 trading days. After a fundamental change, holders can require repurchase at principal plus accrued interest. Events of default include payment defaults and defaults on borrowed money of at least $30,000,000.
The concurrent stock sale
On May 6, 2026, Viridian also agreed in an underwriting agreement with Jefferies LLC, Leerink Partners LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters, to sell 7,352,942 shares of common stock at $17.00 a share. The underwriters hold a 30-day option for up to 1,102,941 more shares. Net proceeds were approximately $117.0 million, and the sale closed on May 11, 2026. The 8-K does not state how the company will use the proceeds of either offering.
The company and its drug
Viridian's 10-K, filed February 26, 2026, describes a biopharmaceutical company focused on serious and rare diseases. Its pipeline targets IGF-1R for thyroid eye disease, FcRn for autoimmune disorders and a TSHR inhibitor program. The 10-K says the company is building commercial infrastructure for its first product, if approved. That product, veligrotug, is an intravenous anti-IGF-1R antibody. The company submitted a BLA in October 2025, and the FDA granted Priority Review with a PDUFA target action date of June 30, 2026, so nothing is approved yet. Tepezza, marketed in the U.S. by Amgen Inc., is the only medicine the FDA has approved for the disease.
The company says its THRIVE trial, with 113 patients, achieved its primary and all secondary endpoints. It is running the 231-patient STRIVE trial to meet the 300 patient safety database requirement for the BLA.
Losses and cash
The 10-K reports a net loss of $342.6 million for 2025, against $269.9 million for 2024. Cash used in operations was $276.4 million in 2025, against $232.3 million in 2024. The notes add $250 million of debt due in 2032, alongside the stock sale, while the company continues to spend more each year without an approved product.