Viridian Therapeutics Inc美股招股说明书(2026-05-06版)

Shares of Common Stock Shares of Series B Preferred Stock We are offering an aggregate of $100,000,000 of shares of our common stock, par value $0.01 per share (“commonstock”), and, in lieu of shares of our common stock to certain investors, shares of our Series B non-voting convertiblepreferred stock, par value $0.01 per share (“Series B Preferred Stock”). Each share of Series B Preferred Stock isconvertible into 66.67 shares of our common stock at the election of the holder, subject to the Series B BeneficialOwnership Limitation (as defined in “Description of Capital Stock”). Shares of our Series B Preferred Stock generallyhave no voting rights, except as required by law, and participate pari passu (on an as-converted basis) with anydistribution of proceeds to the holders of our common stock and our Series A non-voting convertible preferred stock,par value $0.01 per share (“Series A Preferred Stock”), in the event of the Company’s liquidation, dissolution orwinding up or the payment of a dividend on shares of our common stock (other than dividends on shares of commonstock payable in the form of common stock). Our common stock is traded on The Nasdaq Capital Market under the symbol “VRDN.” On May 4, 2026, the lastreported sale price per share of our common stock was $14.06. There is no established public trading market for ourSeries B Preferred Stock, and we do not expect a market to develop. In addition, we do not intend to apply for alisting of our Series B Preferred Stock on any national securities exchange. Concurrently with this offering, we are conducting a public offering (the “Concurrent Convertible Notes Offering”) of% Convertible Senior Notes due 2032 (the “notes”) in the aggregate principal amount of $150,000,000(or$172,500,000if the underwriters in the Concurrent Convertible Notes Offering exercise their over-allotment option infull). The Concurrent Convertible Notes Offering is being made pursuant to a separate prospectus supplement.Neither the completion of this offering nor the Concurrent Convertible Notes Offering is contingent on the completionof the other, so it is possible that this offering occurs and the Concurrent Convertible Notes Offering does not occur,and vice versa, or neither occurs, or either offering results in lower net proceeds than we currently estimate. TheConcurrent Convertible Notes Offering may not be completed on the terms described herein, or at all. Thisprospectus supplement and the accompanying prospectus are not an offer to sell or a solicitation of an offer to buyany securities being offered in the Concurrent Convertible Notes Offering. See “Description of the ConcurrentConvertible Notes Offering” for a summary of the terms of the notes and a further description of the ConcurrentConvertible Notes Offering. Table of Contents We have granted the underwriters an option to purchase up to an additional $15,000,000 of shares of our common stock from us, at thepublic offering price, less underwriting discounts and commissions, within 30 days 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” on page S-7 of 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 shares of our 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, 2026, which will be thesecond business day following the initial trade date for the shares (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required tosettle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade theshares of common stock and Series B Preferred Stock prior to the business day preceding the settlement date will be required, by virtue ofthe fact that the shares initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failedsettlement. Purchasers of the shares who wish to trade the shares of common stock and Series B Preferred Stock prior to the businessday preceding the settlement date should consult their own adv