Viridian Therapeutics Inc美股招股说明书(2025-10-21版)

Filed Pursuant to Rule 424(b)(5)Registration Statement No. 333-290056 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offersto buy these securities in any jurisdiction where the offer or sale is not permitted. Shares of Common Stock Shares of Series B Preferred Stock We are offeringshares of our common stock, par value $0.01 per share (“common stock”), and, in lieu of shares of our common stockto certain investors,shares of our Series Bnon-votingconvertible preferred stock, par value $0.01 per share (“Series B PreferredStock”). Each share of Series B Preferred Stock is convertible into 66.67 shares of our common stock at the election of the holder, subjectto the Series B Beneficial Ownership Limitation (as defined in “Description of Capital Stock”). Shares of our Series B Preferred Stockgenerally have no voting rights, except as required by law, and participatepari passu(on anas-convertedbasis) with any distribution ofproceeds to the holders of our common stock and our Series Anon-votingconvertible preferred stock, par value $0.01 per share (“Series APreferred Stock”), in the event of the Company’s liquidation, dissolution or winding up or the payment of a dividend on shares of ourcommon stock (other than dividends on shares of common stock payable in the form of common stock). Our common stock is traded on The Nasdaq Capital Market under the symbol “VRDN.” On October 20, 2025, the last reported sale priceper share of our common stock was $24.09. There is no established public trading market for our Series B Preferred Stock, and we do notexpect a market to develop. In addition, we do not intend to apply for a listing of our Series B Preferred Stock on any national securitiesexchange. We have granted the underwriters an option to purchase up to an additionalshares of our common stock from us, at the publicoffering price, less underwriting discounts and commissions, within 30days of the date of this prospectus supplement. Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertaintiesdescribed under the heading “Risk Factors” onpageS-6of this prospectus supplement and in the accompanying prospectus,as well as those contained in the other documents that are incorporated by reference and any related free writing prospectus.You should carefully read this entire prospectus supplement and the accompanying prospectus, including any informationincorporated by reference, before deciding whether to purchase shares of our common stock or our shares of Series BPreferred Stock. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock and Series B Preferred Stock on or about, 2025. Stifel EvercoreISI Jefferies Wedbush PacGrow Table of Contents Table of Contents Prospectus Supplement Prospectus Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on FormS-3(FileNo.333-290056)that wefiled with the U.S. Securities and Exchange Commission (the “SEC”) on September5, 2025, as a “well-known seasoned issuer” as defined inRule 405 under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registrationprocess, we may, from time to time, sell common stock and other securities, including in this offering. This document contains two parts. The firstpart consists of this prospectus supplement, which provides you with specific information about this offering. The second part consists of theaccompanying prospectus, which provides more general information, some of which may not apply to this offering. Generally, when we refer onlyto the “prospectus,” we are referring to both parts combined. This prospectus supplement may add, update or change information contained in theaccompanying prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in theaccompanying prospectus, or any documents incorporated by reference, the statements made in this prospectus supplement will be deemed tomodify or supersede those made in the accompanying prospectus, including the documents incorporated by reference therein. Information in anydocument we subsequently file that is incorporated by reference shall modify or supersede the information in this prospectus supplement, theaccompanying prospectus and documents incorporated by reference prior to such subsequent filing. It is imp