0001590750false2025Q312/31Viridian Therapeutics, Inc./DEP3Yhttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrentP2Yxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesvrdn:segmentvrdn:tranchexbrli:purevrdn:performance_obligationutr:sqftvrdn:vote00015907502025-01-012025-09-3000015907502025-10-3100015907502025-09-3000015907502024-12-310001590750us-gaap:SeriesAPreferredStockMember2024-12-310001590750us-gaap:SeriesAPreferredStockMember2025-09-300001590750us-gaap:SeriesBPreferredStockMember2024-12-310001590750us-gaap:SeriesBPreferredStockMember2025-09-300001590750us-gaap:LicenseMember2025-07-012025-09-300001590750us-gaap:LicenseMember2024-07-012024-09-300001590750us-gaap:LicenseMember2025-01-012025-09-300001590750us-gaap:LicenseMember2024-01-012024-09-300001590750vrdn:CollaborationMember2025-07-012025-09-300001590750vrdn:CollaborationMember2024-07-012024-09-300001590750vrdn:CollaborationMember2025-01-012025-09-300001590750vrdn:CollaborationMember2024-01-012024-09-3000015907502025-07-012025-09-3000015907502024-07-012024-09-3000015907502024-01-012024-09-300001590750us-gaap:CommonStockMember2025-07-012025-09-300001590750us-gaap:CommonStockMember2024-07-012024-09-300001590750us-gaap:CommonStockMember2025-01-012025-09-300001590750us-gaap:CommonStockMember2024-01-012024-09-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-07-012025-09-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-07-012024-09-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-01-012025-09-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-01-012024-09-300001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2025-07-012025-09-300001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-07-012024-09-300001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2025-01-012025-09-300001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-01-012024-09-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-12-310001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-12-310001590750us-gaap:CommonStockMember2024-12-310001590750us-gaap:AdditionalPaidInCapitalMember2024-12-310001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001590750us-gaap:RetainedEarningsMember2024-12-310001590750vrdn:September2022ATMAgreementMember2025-03-310001590750vrdn:September2022ATMAgreementMemberus-gaap:CommonStockMember2025-01-012025-03-310001590750vrdn:September2022ATMAgreementMemberus-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001590750vrdn:September2022ATMAgreementMember2025-01-012025-03-310001590750us-gaap:CommonStockMember2025-01-012025-03-310001590750us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-3100015907502025-01-012025-03-310001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001590750us-gaap:RetainedEarningsMember2025-01-012025-03-310001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-03-310001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2025-03-310001590750us-gaap:CommonStockMember2025-03-310001590750us-gaap:AdditionalPaidInCapitalMember2025-03-310001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001590750us-gaap:RetainedEarningsMember2025-03-3100015907502025-03-310001590750us-gaap:CommonStockMember2025-04-012025-06-300001590750us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-3000015907502025-04-012025-06-300001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001590750us-gaap:RetainedEarningsMember2025-04-012025-06-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-06-300001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2025-06-300001590750us-gaap:CommonStockMember2025-06-300001590750us-gaap:AdditionalPaidInCapitalMember2025-06-300001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001590750us-gaap:RetainedEarningsMember2025-06-3000015907502025-06-300001590750vrdn:March2025ATMAgreementMember2025-09-300001590750vrdn:March2025ATMAgreementMemberus-gaap:CommonStockMember2025-07-012025-09-300001590750vrdn:March2025ATMAgreementMemberus-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001590750vrdn:March2025ATMAgreementMember2025-07-012025-09-300001590750us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001590750us-gaap:RetainedEarningsMember2025-07-012025-09-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-09-300001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2025-09-300001590750us-gaap:CommonStockMember2025-09-300001590750us-gaap:AdditionalPaidInCapitalMember2025-09-300001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001590750us-gaap:RetainedEarningsMember2025-09-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-12-310001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-12-310001590750us-gaap:CommonStockMember2023-12-310001590750us-gaap:AdditionalPaidInCapitalMember2023-12-310001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001590750us-gaap:RetainedEarningsMember2023-12-3100015907502023-12-310001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-01-012024-03-310001590750us-gaap:CommonStockMember2024-01-012024-03-310001590750us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-3100015907502024-01-012024-03-310001590750vrdn:January2024PublicOfferingMember2024-03-310001590750vrdn:January2024PublicOfferingMemberus-gaap:CommonStockMember2024-01-012024-03-310001590750vrdn:January2024PublicOfferingMemberus-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001590750vrdn:January2024PublicOfferingMember2024-01-012024-03-310001590750vrdn:September2022ATMAgreementMember2024-03-310001590750vrdn:September2022ATMAgreementMemberus-gaap:CommonStockMember2024-01-012024-03-310001590750vrdn:September2022ATMAgreementMemberus-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001590750vrdn:September2022ATMAgreementMember2024-01-012024-03-310001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001590750us-gaap:RetainedEarningsMember2024-01-012024-03-310001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-03-310001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-03-310001590750us-gaap:CommonStockMember2024-03-310001590750us-gaap:AdditionalPaidInCapitalMember2024-03-310001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001590750us-gaap:RetainedEarningsMember2024-03-3100015907502024-03-310001590750us-gaap:CommonStockMember2024-04-012024-06-300001590750us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-3000015907502024-04-012024-06-300001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300001590750us-gaap:RetainedEarningsMember2024-04-012024-06-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-06-300001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-06-300001590750us-gaap:CommonStockMember2024-06-300001590750us-gaap:AdditionalPaidInCapitalMember2024-06-300001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001590750us-gaap:RetainedEarningsMember2024-06-3000015907502024-06-300001590750us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001590750vrdn:September2024PublicOfferingMember2024-09-300001590750us-gaap:SeriesBPreferredStockMembervrdn:September2024PublicOfferingMemberus-gaap:PreferredStockMember2024-07-012024-09-300001590750vrdn:September2024PublicOfferingMemberus-gaap:CommonStockMember2024-07-012024-09-300001590750vrdn:September2024PublicOfferingMemberus-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001590750vrdn:September2024PublicOfferingMember2024-07-012024-09-300001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001590750us-gaap:RetainedEarningsMember2024-07-012024-09-300001590750us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-09-300001590750us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-09-300001590750us-gaap:CommonStockMember2024-09-300001590750us-gaap:AdditionalPaidInCapitalMember2024-09-300001590750us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001590750us-gaap:RetainedEarningsMember2024-09-3000015907502024-09-300001590750us-gaap:PreferredStockMember2025-01-012025-09-300001590750us-gaap:PreferredStockMember2024-01-012024-09-300001590750srt:MinimumMember2025-09-300001590750srt:MaximumMember2025-09-300001590750us-gaap:MoneyMarketFundsMember2025-09-300001590750us-gaap:USTreasurySecuritiesMember2025-09-300001590750us-gaap:DomesticCorporateDebtSecuritiesMember2025-09-300001590750us-gaap:MoneyMarketFundsMember2024-12-310001590750us-gaap:USTreasurySecuritiesMember2024-12-310001590750us-gaap:DomesticCorporateDebtSecuritiesMember2024-12-310001590750us-gaap:ForeignCorporateDebtSecuritiesMember2024-12-310001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:CashAndCashEquivalentsMember2025-09-300001590750us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2025-09-300001590750us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-09-300001590750us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-09-300001590750us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001590750us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2025-09-300001590750us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-09-300001590750us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-09-300001590750us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2025-09-300001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-09-300001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-09-300001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001590750us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2025-09-300001590750us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-09-300001590750us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-09-300001590750us-gaap:FairValueMeasurementsRecurringMember2025-09-300001590750us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-12-310001590750us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-12-310001590750us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001590750us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001590750us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-12-310001590750us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-12-310001590750us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001590750us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-12-310001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-12-310001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001590750us-gaap:DomesticCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001590750us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-12-310001590750us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-12-310001590750us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001590750us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001590750us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-12-310001590750us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-12-310001590750us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001590750us-gaap:FairValueMeasurementsRecurringMember2024-12-310001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2022-04-300001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2022-04-012022-04-300001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2023-08-310001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2023-08-012023-08-310001590750vrdn:DebtCovenantPeriodOneMembervrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2023-08-310001590750vrdn:DebtCovenantPeriodTwoMembervrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2023-08-310001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2025-09-300001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2025-07-012025-09-300001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2025-01-012025-09-300001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2024-07-012024-09-300001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMember2024-01-012024-09-300001590750vrdn:ZenasBioPharmaMember2024-01-310001590750vrdn:ZenasBioPharmaMember2025-01-012025-09-300001590750vrdn:ZenasBioPharmaMembervrdn:FairmountFundsManagementMember2025-09-300001590750vrdn:ParagonTherapeuticsMember2022-01-012022-03-310001590750vrdn:ParagonTherapeuticsMember2022-10-012022-12-310001590750vrdn:ParagonTherapeuticsMember2023-10-310001590750vrdn:ParagonTherapeuticsMember2025-04-012025-06-300001590750vrdn:ParagonTherapeuticsMember2024-09-012024-09-300001590750vrdn:ParagonTherapeuticsMember2025-02-012025-02-280001590750vrdn:ParagonTherapeuticsMember2025-07-012025-09-300001590750vrdn:ParagonTherapeuticsMember2025-01-012025-09-300001590750vrdn:ParagonTherapeuticsMember2024-07-012024-09-300001590750vrdn:ParagonTherapeuticsMember2024-01-012024-09-300001590750vrdn:ParagonTherapeuticsMember2025-09-300001590750vrdn:ParagonTherapeuticsMembervrdn:FairmountFundsManagementMember2024-01-310001590750vrdn:KisseiPharmaceuticalCo.LtdMember2025-07-012025-07-310001590750vrdn:KisseiPharmaceuticalCo.LtdMember2025-07-310001590750vrdn:KisseiPharmaceuticalCo.LtdMemberus-gaap:LicenseMember2025-01-012025-09-300001590750vrdn:KisseiPharmaceuticalCo.LtdMemberus-gaap:LicenseMember2025-07-012025-09-300001590750vrdn:ImmunoGenIncMember2020-10-310001590750vrdn:EnableInjectionsMember2023-01-012023-01-310001590750vrdn:EnableInjectionsMember2023-01-310001590750vrdn:ThirdPartyCollaboratorMember2023-05-310001590750vrdn:ThirdPartyCollaboratorMember2023-01-012023-12-310001590750vrdn:ThirdPartyCollaboratorMember2023-05-012023-05-310001590750vrdn:ColoradoLeaseMember2021-03-310001590750vrdn:ColoradoLeaseMember2024-09-300001590750vrdn:ColoradoLeaseMember2024-09-012024-09-300001590750vrdn:MassachusettsLeaseMember2020-10-310001590750vrdn:MassachusettsLeaseMember2024-04-300001590750vrdn:MassachusettsLeaseMember2024-03-310001590750vrdn:MassachusettsLeaseMember2024-04-012024-04-300001590750vrdn:MassachusettsLeaseMember2024-09-300001590750vrdn:MassachusettsLeaseMember2024-09-012024-09-300001590750vrdn:MassachusettsLeaseMember2025-09-300001590750vrdn:MassachusettsLeaseMember2025-01-012025-09-300001590750vrdn:September2022ATMAgreementMemberus-gaap:CommonStockMember2022-09-012022-09-300001590750vrdn:September2022ATMAgreementMemberus-gaap:CommonStockMember2025-07-012025-09-300001590750vrdn:September2022ATMAgreementMemberus-gaap:CommonStockMember2025-01-012025-09-300001590750vrdn:September2022ATMAgreementMemberus-gaap:CommonStockMember2024-01-012024-09-300001590750vrdn:March2025ATMAgreementMemberus-gaap:CommonStockMember2025-03-012025-03-310001590750vrdn:March2025ATMAgreementMemberus-gaap:CommonStockMember2025-01-012025-09-300001590750vrdn:A2024PublicOfferingMemberus-gaap:CommonStockMember2024-01-012024-01-310001590750vrdn:A2024PublicOfferingMemberus-gaap:CommonStockMember2024-01-310001590750vrdn:A2024PublicOfferingMember2024-01-012024-01-310001590750vrdn:A2024PublicOfferingMemberus-gaap:CommonStockMember2024-09-012024-09-300001590750us-gaap:OverAllotmentOptionMemberus-gaap:CommonStockMember2024-09-012024-09-300001590750vrdn:A2024PublicOfferingMemberus-gaap:CommonStockMember2024-09-300001590750us-gaap:SeriesBPreferredStockMembervrdn:A2024PublicOfferingMember2024-09-012024-09-300001590750us-gaap:SeriesBPreferredStockMembervrdn:A2024PublicOfferingMember2024-09-300001590750vrdn:A2024PublicOfferingMember2024-09-012024-09-300001590750vrdn:ViridianMergerMemberus-gaap:CommonStockMember2025-09-300001590750vrdn:ViridianMergerMembersrt:MinimumMemberus-gaap:CommonStockMember2025-09-300001590750vrdn:ViridianMergerMembersrt:MaximumMemberus-gaap:CommonStockMember2025-09-300001590750us-gaap:SeriesAPreferredStockMember2025-01-012025-09-300001590750us-gaap:SeriesBPreferredStockMembersrt:MinimumMemberus-gaap:CommonStockMember2025-09-300001590750us-gaap:SeriesBPreferredStockMembersrt:MaximumMemberus-gaap:CommonStockMember2025-09-300001590750us-gaap:SeriesBPreferredStockMember2025-01-012025-09-300001590750vrdn:LiabilityClassifiedWarrantsIssuedApril2017Member2025-09-300001590750vrdn:LiabilityClassifiedWarrantsIssuedApril2017Member2024-12-310001590750vrdn:EquityClassifiedWarrantsAcquiredOctober2020Member2025-09-300001590750vrdn:EquityClassifiedWarrantsAcquiredOctober2020Member2024-12-310001590750vrdn:EquityClassifiedWarrantsAcquiredOctober2020Member2025-01-012025-09-300001590750vrdn:EquityclassifiedWarrantsIssuedFebruary2020Member2025-09-300001590750vrdn:EquityclassifiedWarrantsIssuedFebruary2020Member2024-12-310001590750vrdn:EquityclassifiedWarrantsMember2025-09-300001590750vrdn:EquityclassifiedWarrantsMember2024-12-310001590750vrdn:A2016EmployeeStockPurchasePlanMember2023-06-012023-06-300001590750vrdn:A2016EmployeeStockPurchasePlanMember2024-06-012024-06-300001590750vrdn:A2016EmployeeStockPurchasePlanMember2025-06-012025-06-300001590750vrdn:InducementGrantsMemberus-gaap:RestrictedStockUnitsRSUMember2025-09-300001590750vrdn:InducementGrantsMember2025-09-300001590750vrdn:A2020PlanMemberus-gaap:RestrictedStockUnitsRSUMember2025-09-300001590750vrdn:A2020PlanMember2025-09-300001590750vrdn:A2016EmployeeStockPurchasePlanMemberus-gaap:RestrictedStockUnitsRSUMember2025-09-300001590750vrdn:A2016EmployeeStockPurchasePlanMember2025-09-300001590750vrdn:A2008PlanMemberus-gaap:RestrictedStockUnitsRSUMember2025-09-300001590750vrdn:A2008PlanMember2025-09-300001590750us-gaap:RestrictedStockUnitsRSUMember2025-09-300001590750srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001590750srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001590750us-gaap:RestrictedStockUnitsRSUMember2024-12-310001590750us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001590750us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001590750us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2025-01-012025-09-300001590750us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2025-01-012025-09-300001590750us-gaap:EmployeeStockOptionMember2024-12-310001590750us-gaap:EmployeeStockOptionMember2024-01-012024-12-310001590750us-gaap:EmployeeStockOptionMember2025-09-300001590750us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001590750us-gaap:EmployeeStockOptionMember2024-09-300001590750vrdn:A2016EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2025-01-012025-09-300001590750vrdn:A2016EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2025-09-300001590750vrdn:A2016EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2016-01-062025-09-300001590750vrdn:A2025EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2025-06-012025-06-300001590750vrdn:A2025EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2025-09-300001590750us-gaap:ResearchAndDevelopmentExpenseMember2025-07-012025-09-300001590750us-gaap:ResearchAndDevelopmentExpenseMember2024-07-012024-09-300001590750us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-09-300001590750us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-09-300001590750us-gaap:GeneralAndAdministrativeExpenseMember2025-07-012025-09-300001590750us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001590750us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300001590750us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001590750vrdn:FormerExecutiveOfficersMember2025-01-012025-09-300001590750vrdn:FormerExecutiveOfficersMember2024-01-012024-09-300001590750vrdn:FormerExecutiveOfficersMemberus-gaap:EmployeeStockOptionMember2024-01-012024-09-300001590750us-gaap:SeriesAPreferredStockMember2025-01-012025-09-300001590750us-gaap:SeriesAPreferredStockMember2024-01-012024-09-300001590750us-gaap:SeriesBPreferredStockMember2025-01-012025-09-300001590750us-gaap:SeriesBPreferredStockMember2024-01-012024-09-300001590750us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001590750us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001590750vrdn:CommonStockWarrantsMember2025-01-012025-09-300001590750vrdn:CommonStockWarrantsMember2024-01-012024-09-300001590750us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001590750us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001590750vrdn:ReportableSegmentMember2025-07-012025-09-300001590750vrdn:ReportableSegmentMember2024-07-012024-09-300001590750vrdn:ReportableSegmentMember2025-01-012025-09-300001590750vrdn:ReportableSegmentMember2024-01-012024-09-300001590750us-gaap:LicenseMembervrdn:ReportableSegmentMember2025-07-012025-09-300001590750us-gaap:LicenseMembervrdn:ReportableSegmentMember2024-07-012024-09-300001590750us-gaap:LicenseMembervrdn:ReportableSegmentMember2025-01-012025-09-300001590750us-gaap:LicenseMembervrdn:ReportableSegmentMember2024-01-012024-09-300001590750vrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationPaidOnSigningDateMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationPayableOnAchievementOfClinicalTrialMilestonesMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationPayableUponReceiptOfMarketingApprovalVeligrotugMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationPayableIfClinicalTrialAndMarketingApprovalClauseEventsAreMetMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationPayableUponReceiptOfMarketingApprovalVRDN003Membervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationPayableUponAchievementOfNetSalesMilestoneMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationPayablePursuantToMutuallyAgreedUponFinancialTermsMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationVRDN003RoyaltyTierOneMembervrdn:DRIHealthcareAcquisitionsLPMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationVRDN003RoyaltyTierOneMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationVRDN003RoyaltyTierTwoMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationVRDN003RoyaltyTierTwoMembervrdn:DRIHealthcareAcquisitionsLPDRIMembersrt:MinimumMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationVRDN003RoyaltyTierThreeMembervrdn:DRIHealthcareAcquisitionsLPDRIMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationVRDN003RoyaltyTierThreeMembervrdn:DRIHealthcareAcquisitionsLPDRIMembersrt:MinimumMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:CollaborationVRDN003RoyaltyTierFourMembervrdn:DRIHealthcareAcquisitionsLPDRIMembersrt:MinimumMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMemberus-gaap:SubsequentEventMember2025-10-012025-10-310001590750vrdn:DebtCovenantPeriodOneMembervrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:DebtCovenantPeriodTwoMembervrdn:HerculesTermLoanMemberus-gaap:SecuredDebtMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:A2025PublicStockOfferingMemberus-gaap:CommonStockMemberus-gaap:SubsequentEventMember2025-10-012025-10-310001590750vrdn:A2025PublicStockOfferingMemberus-gaap:CommonStockMemberus-gaap:SubsequentEventMember2025-10-310001590750vrdn:A2025PublicStockOfferingMemberus-gaap:SubsequentEventMember2025-10-012025-10-310001590750us-gaap:OverAllotmentOptionMemberus-gaap:CommonStockMemberus-gaap:SubsequentEventMember2025-10-012025-10-310001590750us-gaap:OverAllotmentOptionMemberus-gaap:SubsequentEventMember2025-10-012025-10-31

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

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

(Exact name of registrant as specified in its charter)

(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:

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.

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 October 31, 2025, there were 95,442,008 shares of the registrant’s common stock outstanding.

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•the ability of our clinical trials to demonstrate safety and efficacy of our product candidates and other results;

•the potential utility, efficacy, potency, safety, clinical benefits, half-life, clinical response, convenience and number of indications of our product candidates, including our expectation that VRDN-003 will demonstrate a similar clinical response as veligrotug;

•the timing and focus of our ongoing and future nonclinical studies and clinical trials and the timing of reporting data from those studies and trials, including that we anticipate submitting an Investigational New Drug Application (“IND”) for VRDN-008 by the end of 2025;

•supply chain disruptions, enrollment in clinical trials involving our product candidates or other delays in such trials;

•our plans relating to commercializing our product candidates, including our plans to commercialize products candidates as combination products, if approved, including the geographic areas of focus and sales strategy;

•potential market sizes and market opportunities, including the rate and degree of market acceptance and clinical utility for our product candidates;

•expectations regarding the initiation of clinical trials and interactions and alignment with regulatory authorities;

•the timing or likelihood of regulatory filings and approvals, including the anticipated filing and approval of the biologics license application (“BLA”) by FDA for veligrotug and submission of a Marketing Authorization Application (“MAA”) to the European Medicines Agency (“EMA”) in the first quarter of 2026, as well as our expectation that Breakthrough Therapy Designation may support eligibility for and potential receipt of Priority Review of our BLA, and our expectation to seek an accelerated approval pathway and special designations for our product candidates for various diseases;

•our plans relating to the further development of our product candidates, including additional indications we may pursue;

•our plans to obtain or protect intellectual property rights;

•our continued reliance on third parties to conduct additional clinical trials of our product candidates and for the manufacture of our product candidates for nonclinical studies, clinical trials and commercialization;

•our plans regarding any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture or commercialize our product candidates;

•our estimates regarding expenses, future revenue, capital requirements and our ability to obtain additional financing to fund our operations and complete further development and commercialization of our product candidates; and

•our expectations regarding the ability of our existing cash, cash equivalents, potential near-term milestone payments, and anticipated commercial revenues, if both veligrotug and VRDN-003 are approved, to fund our future anticipated operating expenses and capital expenditure requirements.

Any forward-looking statements in this Quarterly Report reflect our current views with respect to future events and with respect to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Factors that may cause actual results to differ materially from current expectations include, among other things, those described under Part II, Item 1A, “Risk Factors” in this Quarterly Report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

All of our forward-looking statements are as of the date of this Quarterly Report only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse change in one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report that modify or impact any of the forward-looking statements contained in this Quarterly Report will be deemed to modify or supersede such statements in this Quarterly Report.

We may from time to time provide estimates, projections and other information concerning our industry, the general business environment, and the markets for certain diseases, including estimates regarding the potential size of those markets and the estimated incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events, circumstances or numbers, including actual disease prevalence rates and market size, may differ materially from the information reflected in this Quarterly Report. Unless otherwise expressly stated, we obtained this industry, business information, market data, prevalence information and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources, in some cases applying our own assumptions and analysis that may, in the future, prove not to have been accurate.

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.

•If we are unable to secure additional capital when needed, we would be forced to delay, reduce, or eliminate our research and product development programs or future commercialization efforts.

•We have historically incurred losses, have a limited operating history on which to assess our business, and anticipate that we will continue to incur significant losses for the foreseeable future.

•Clinical trials are costly, time consuming, and inherently risky, and we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities.

•Regulatory approval processes are lengthy, time consuming and inherently unpredictable, and may be delayed due to factors beyond our control, including as a result of a government shutdown. Failure to obtain regulatory approval for our product candidates would have a material adverse effect upon our business and business prospects.

•Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial viability of approved labeling, or result in significant negative consequences following marketing approval, if any.

•We are heavily dependent on the success of our product candidates, which are in clinical development. Some of our product candidates have produced results only in nonclinical settings, or for other indications than those for which we contemplate conducting development and seeking U.S. Food and Drug Administration (“FDA”) or other regulatory approval, and we cannot give any assurance that we will generate data for any of our product candidates sufficiently supportive to receive regulatory approval in our planned indications, which will be required before they can be commercialized.

•Product development involves a lengthy and expensive process with an uncertain outcome, and results of earlier nonclinical studies and clinical trials may not be predictive of future clinical trial results.

•We rely on third parties to conduct our nonclinical development activities and clinical trials, manufacture our product candidates, and perform other services. If these third parties do not successfully perform and/or comply with regulatory requirements, we may not be able to successfully complete clinical development, obtain regulatory approval, or commercialize our product candidates and our business could be substantially harmed.

•We rely on patent rights, trade secret protections, and confidentiality agreements to protect intellectual property, including intellectual property related to our product candidates and any future product candidates. If we are unable to obtain or maintain exclusivity from the combination of these approaches, we may not be able to compete effectively in our markets.

•If we are unable to establish commercial manufacturing, sales and marketing capabilities or enter into agreements with third parties to commercially manufacture, market and sell our product candidates, we may be unable to generate any revenue.

•We face substantial competition and our competitors may discover, develop, or commercialize products faster or more successfully than us.

•Our future success depends in part on our ability to attract, retain, and motivate qualified personnel. If we lose key personnel, or if we fail to recruit additional highly skilled personnel, our ability to develop our product candidates will be impaired and our business may be harmed.

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, 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 auto-injector 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.

The Company’s unaudited condensed consolidated financial statements have been prepared on the basis of the Company continuing as 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 expects that its cash, cash equivalents and short-term investments as of September 30, 2025 of $490.9 million will enable the Company to fund its planned operations for at least twelve months from the date of issuance of these unaudited condensed consolidated financial statements.

The Company has funded its operations to date principally through proceeds received from the sale of the Company’s common stock, Series A convertible preferred stock, Series B convertible preferred stock, and other equity securities, debt financings, and license fees and reimbursements received under collaboration agreements. The Company has incurred recurring losses and negative cash flows from operations since inception. As of September 30, 2025, the Company had an accumulated deficit of $1,218.1 million. 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. In addition, the Company may continue to incur additional operating losses as a result of planned expenditures for research and development activities, its drug development programs, including clinical trial and manufacturing costs, and the continued build-out of clinical, manufacturing, commercial and compliance capabilities.

The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. There can be no assurance that the Company will ever earn revenues from product sales or achieve profitability, or if achieved, that the revenues or profitability will be sustained on a continuing basis. In addition, the Company’s preclinical and clinical development activities, manufacturing activities, and commercialization activities for the Company’s product candidates, if approved, may require significant additional capital. 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.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), for interim financial reporting and as required by Regulation S-X, Rule 10-01.

Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Updates (“ASU”), or the Financial Accounting Standards Board (“FASB”).

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company’s subsidiaries have no employees or operations. All intercompany balances and transactions have been eliminated in consolidation. Management has determined that the Company operates in one segment, which is the business of developing and commercializing novel therapeutics. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on March 3, 2025. The Company’s management performed an evaluation of its activities through the date of filing of these unaudited condensed consolidated financial statements and concluded that there are no subsequent events requiring disclosure, other than as disclosed.

In the opinion of management, all adjustments, consisting of normal recurring accruals and revisions of estimates, considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. Interim results for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any other future period.

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.

The Company’s unaudited condensed 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 unaudited condensed consolidated financial statements include, but are not limited to, estimates related to revenue recognition, fair value of investments, accrued research and development expenses, income taxes and share-based compensation. 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.

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The Company enters into license and 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 or other 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.

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 license and 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 license, collaboration or other 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.

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 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 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”). Such up-front and milestone payments are reflected as cash used in operating activities within the unaudited condensed consolidated statement of cash flows.

The Company makes estimates of accrued liabilities as of each balance sheet date in its unaudited condensed consolidated financial statements based on certain facts and circumstances at that time. The Company’s accrued liabilities 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.

The Company issues share-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 share-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. The Company uses the fair value of its common stock to determine the fair value of RSUs and the Black-Scholes option pricing model to determine the fair value of stock options. The use of the Black-Scholes option-pricing model takes into account the fair value of its common stock, the exercise price, the expected life of the option, the expected volatility of its common stock, the expected dividends on its common stock, and the risk-free interest rate over the expected life of the option. The Company recognizes share-based compensation expense for awards with service-based conditions using the straight-line method over the requisite service period. The Company accounts for forfeitures as they occur.

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.

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 are classified as current assets.

Available-for-sale debt securities with unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in 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 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 determined to be other-than-temporary.

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, unbilled revenue, prepaid expenses, accounts payable and accrued liabilities.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and short-term investments. 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.

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.

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 in accordance with ASC Topic 842, Leases (“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 a 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 condensed 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 condensed 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 7. Commitments and Contingencies - Lease Obligations for additional information related to the Company’s operating leases.

The Company records shares of non-voting convertible preferred stock classified in equity at their respective fair values on the dates of issuance, net of issuance costs.

The Company assesses the carrying amount of its long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. No impairment charges were recorded during the nine months ended September 30, 2025 and 2024.

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 would be antidilutive.

Comprehensive loss is comprised of net loss and adjustments for the unrealized gains and losses on available-for-sale securities. Accumulated other comprehensive income (loss) are reflected as a separate component in the unaudited condensed consolidated statements of stockholders’ equity.

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, capitalized research and development costs, 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 unaudited condensed consolidated statements of operations and comprehensive loss as general and administrative expenses. No such expenses have been recognized during the nine months ended September 30, 2025 and 2024.

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 ASC Topic 480, Distinguishing Liabilities from Equity, ASC Topic 505, Equity, ASC 815, Derivatives and Hedging, and ASC 718, Compensation - Stock Compensation.

Warrants for common stock are classified as liabilities when the Company may be required to settle the warrants in cash and classified as equity when the Company will settle the warrants in shares of its common stock.

The Company manages its operations as a single operating 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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The guidance in ASU 2023-09 improves the transparency of income tax disclosures by greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The standard is effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2023-09 may have on its consolidated financial statements.

In November 2024, the FASB issued ASU-2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The guidance in ASU 2024-03 is intended to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption.

The Company’s investments consisted of the following as of September 30, 2025 and December 31, 2024:

The money market funds above are included in cash and cash equivalents on the Company’s unaudited condensed consolidated balance sheets. As of September 30, 2025, $11.0 million of U.S. corporate paper and bonds are included in cash and cash equivalents on the unaudited condensed consolidated balance sheets.

As of September 30, 2025, 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 did not have any realized gains or losses in its available for sale securities during the three and nine months ended September 30, 2025 and 2024. The Company did not have any sales of short-term investments during the three and nine months ended September 30, 2025 and 2024. The contractual maturity dates of the Company’s investments are all less than 24 months.

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis:

Accrued liabilities consisted of the following:

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, which was 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 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 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.

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, which was available through February 15, 2025; (3) a third tranche of $20.0 million, subject to achievement of certain regulatory milestones, which was available through March 31, 2025; and (4) a fourth tranche of $60.0 million subject to approval by the Lenders’ investment committee(s), which was available through June 15, 2025. The obligations 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.

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 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 $0.6 million and $1.7 million during the three and nine months ended September 30, 2025, respectively, and $0.5 million and $1.7 million during the three and nine months ended September 30, 2024, respectively.

The following table summarizes the components of the Amended Term Loan, on the Company’s unaudited condensed consolidated balance sheet at September 30, 2025:

			September 30, 2025
			(in thousands)
Gross term loan proceeds			$	20,000
Accrued end-of-term fee			890
Long-term debt			$	20,890

The carrying value of the Amended Term Loan approximates its fair value. In October 2025, the Company executed a second amendment to the Hercules Loan and Security Agreement (see Note 13), which among other changes, extended the maturity of the Company’s debt to October 2030. As a result, the Company’s future principal payments of $20.0 million as of September 30, 2025, which exclude the end of term fee, have been reclassified to long-term debt.

In October 2020, the Company became party to a license agreement with Zenas BioPharma (Cayman) Limited (now Zenas BioPharma, Inc., its 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.

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).

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 nine months ended September 30, 2024 as services were performed. During the nine months ended September 30, 2025, the Company recorded $0.4 million in research and development expense related to the Zenas Letter Agreement.

In January 2025, the Company entered into the third amendment to the license agreement (the “Third Amendment”) to modify certain provisions of the Zenas Agreements, including provisions related to future milestones. The change to future milestones did not change the assessment of probability of achievement and it remains not probable that a significant revenue reversal would not occur. The Third Amendment had no effect on the transaction price determined at contract inception and the Company will continue to recognize the transaction price from the license agreement over the Company’s estimated period to complete its activities.

In January 2025, Zenas BioPharma sublicensed their rights under the license agreement to Zai Lab (Hong Kong) Limited (“Zai Lab”) and assigned the Manufacturing Development and Supply Agreement to Zai Lab in connection with the sublicense transaction.

In July 2025, the Company entered into a side agreement with Zai Lab (the “Side Agreement”), with Zenas BioPharma as countersigner, pursuant to which the Company agreed to provide certain services directly to Zai Lab to support development and commercialization activities. Under the Side Agreement, the Company will charge Zai Lab a fixed hourly rate for services, plus reimbursement of out-of-pocket costs. In August 2025, the Company entered into a Material Transfer Agreement (the “MTA”) with Zai Lab, to supply certain materials for clinical trial use in exchange for a fixed payment. The Side Agreement and MTA were evaluated under ASC 606 and determined to be contract modifications to the Zenas Agreements. The services provided under the Side Agreement and materials provided under the MTA to Zai Lab as a sublicensee of Zenas BioPharma are not distinct from those in the Zenas Agreements, as they are integral to the research and development activities enabled by the original license and therefore do not represent a separate performance obligation. As a result, the modifications do not meet the criteria to be accounted for as separate contracts.

During the three and nine months ended September 30, 2025, the Company recognized $0.6 million and $0.7 million, respectively, of collaboration revenue related to the Zenas Agreements, Side Agreement and MTA. During the three and nine months ended September 30, 2024, the Company recognized $0.1 million and $0.2 million, respectively, of collaboration revenue related to the Zenas Agreements.

The Zenas Agreements are considered related party transactions because Fairmount Funds Management LLC (“Fairmount”) beneficially owns more than 5% of the Company’s capital stock and a member of Fairmount has a seat on Zenas BioPharma’s board of directors. The Side Agreement and MTA with Zai Lab are also considered related party transactions of the Company because Zenas BioPharma has determined Zai Lab is its related party, given that Zenas BioPharma’s CEO and chairman also serves as a member of Zai Lab’s board of directors.

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 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 (the “Amended Paragon Research Agreement”) to include additional development activities to be performed by Paragon. Under the Amended Paragon Research Agreement, the Company made a one-time non-refundable payment of $3.5 million to Paragon, which was recorded as research and development expense during the three months ended March 31, 2025 following the achievement of certain research and development objectives.

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. Upon achievement of a milestone in February 2025, the Company recorded $1.0 million to research and development expense, which was paid to Paragon in May 2025. 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 three months ended September 30, 2025, there were no research and development costs related to the Amended Paragon Research Agreement and Amended Paragon License Agreement (collectively, the “Paragon Agreements”). During the nine months ended September 30, 2025, the Company recorded $4.5 million in research and development costs related to the Paragon Agreements. During the three and nine months ended September 30, 2024, the Company recorded $7.7 million and $10.9 million, respectively, in research and development costs related to the Paragon Agreements. As of December 31, 2024, a related party balance with Paragon of $0.8 million is included in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets.

The Paragon Agreements are considered related party transactions 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.

In July 2025, the Company and Kissei Pharmaceutical Co., Ltd. (“Kissei”) entered into a Collaboration and License Agreement (the “Kissei Agreement”) pursuant to which the Company granted to Kissei an exclusive license to develop and commercialize products containing veligrotug and VRDN-003 for potential treatments, including treatment of TED, in Japan, and a non-exclusive license to manufacture such licensed products worldwide for use in Japan under certain limited circumstances.

The transaction price under the Kissei Agreement included a one-time, non-refundable and non-creditable upfront cash payment to the Company of $70.0 million, which is included in unbilled revenue on the accompanying unaudited condensed consolidated balance sheet as of September 30, 2025, and was paid to the Company in October 2025. Additionally, the Company is eligible to receive up to an additional $315.0 million of non-refundable milestone payments upon achieving specific milestone events during the contract term, as well as tiered royalty payments ranging from percentages in the twenties to the mid-thirties based on the annual net sales of any licensed products sold in Japan. Kissei is obligated to make royalty payments to the Company for the royalty term as defined in the Kissei Agreement.

The term of the Kissei Agreement will continue until expiration of the last to expire payment obligations, unless terminated earlier. Kissei has the right to terminate the Kissei Agreement for convenience with written notice of certain periods. The Company may terminate the Kissei Agreement under certain conditions. In addition, either party may terminate the Kissei Agreement for the other party’s material breach or insolvency.

The Company evaluated the Kissei Agreement in accordance with ASC 606 and concluded that the contract counterparty, Kissei, is a customer. The Company evaluated the promised goods and services within the Kissei Agreement and determined which goods and services were separate performance obligations. The Company determined the Kissei Agreement had two performance obligations: (i) granting the exclusive licenses to develop and commercialize veligrotug, and (ii) granting the exclusive license to develop and commercialize VRDN-003. The performance obligations were satisfied concurrently at a point in time upon the granting of the license rights at contract inception.

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. Under the Kissei Agreement, the Company may manufacture and provide clinical supply to Kissei to use in development and commercialization in the licensed territory for consideration, as defined within the Kissei Agreement. Certain of these provisions were determined to be options to acquire additional goods or services at a price that approximates the stand-alone selling price for that good or service and therefore do not represent material rights, or separate performance obligations, within the context of the Kissei Agreement.

During the three and nine months ended September 30, 2025, the Company recognized license revenue of $70.0 million related to the Kissei Agreement, associated with the upfront cash payment.

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. 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.

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.

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.

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 expired on November 4, 2025.

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 issued 243,902 shares of its common stock to certain stockholders of the third-party. The shares were valued at $5.7 million and recorded as research and development expense during the year ended December 31, 2023. Additionally, upon the date when the Company decided 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.

The Company is party to a multi-year, non-cancelable lease agreement for its Colorado-based office and lab space (the “Colorado Lease”). 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. As part of the amendment in March 2021, the lease maturity date was extended to December 31, 2024.

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.

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, September 2024 and September 2025, 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.

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.

In September 2025, the Company entered into a Sixth Amendment of the Massachusetts Lease (the “Sixth Amendment”) to lease an additional 5,240 square feet of office space in the same building. The Sixth Amendment provides for additional annual base rent of approximately $0.2 million for the additional office space and includes annual base rent escalation clauses during the lease term. The Sixth 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 $0.7 million related to the Sixth Amendment on the lease commencement date.

Future lease payments under noncancellable leases as of September 30, 2025 are as follows:

As of September 30, 2025, the Company’s operating lease obligations were reflected as short-term operating lease liabilities of $0.7 million within accrued liabilities and $2.2 million of long-term lease obligations within other liabilities in the Company’s unaudited condensed consolidated balance sheets. As of September 30, 2025, the weighted average remaining lease term was 3.7 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 9.2%.

Amortization of the operating lease right-of-use assets, and corresponding reduction of operating lease obligations, amounted to $0.2 million and $0.5 million for the three and nine months ended September 30, 2025, respectively, which was included in operating expense in the unaudited condensed consolidated statements of operations and comprehensive loss. Amortization of the operating lease right-of-use assets, and corresponding reduction of operating lease obligations, amounted to $0.2 million and $0.8 million for the three and nine months ended September 30, 2024, respectively.

The Company is also required to pay for certain variable operating costs, taxes, and operating expenses related to both the Colorado Lease and Massachusetts Lease.

Under the Company’s second restated certificate of incorporation, the Company is authorized to issue 200,000,000 shares of common stock 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.

In September 2022, the Company entered into an Open Market Sale AgreementSM (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 up to 3.0% of the gross proceeds of any shares of common stock sold under the September 2022 ATM Agreement. No shares were sold under the September 2022 ATM Agreement during the three months ended September 30, 2025. During the nine months ended September 30, 2025, the Company sold 245,388 shares under the September 2022 ATM Agreement at a weighted average price of $20.14 per share, for aggregate net proceeds of approximately $4.8 million, including commissions to Jefferies as a sales agent.

During the nine months ended September 30, 2024, the Company sold 1,561,570 shares under the September 2022 ATM Agreement at a weighted average price of $23.22 per share, for aggregate net proceeds of approximately $35.2 million, including commissions to Jefferies as a sales agent. The September 2022 ATM Agreement was terminated in March 2025 and no further offerings or sales of common stock will be conducted under the September 2022 ATM Agreement.

In March 2025, the Company entered into an Open Market Sale AgreementSM (the “March 2025 ATM Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $300.0 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 up to 3.0% of the gross proceeds of any shares of common stock sold under the March 2025 ATM Agreement. During the three and nine months ended September 30, 2025, the Company sold 500,000 shares under the March 2025 ATM Agreement at a weighted average price of $19.92 per share, for aggregate net proceeds of approximately $9.8 million, including commissions to Jefferies as a sales agent.

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 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 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.

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, with a par value of $0.01 per share, 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.

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 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 September 30, 2025 and December 31, 2024, there were 134,864 shares of Series A convertible preferred stock outstanding. No shares of Series A convertible preferred stock were converted into common stock during the nine months ended September 30, 2025.

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 September 30, 2025 and December 31, 2024, there were 145,160 shares of Series B convertible preferred stock outstanding. No shares of Series B convertible preferred stock were converted into common stock during the nine months ended September 30, 2025.

The following table presents information about the Company’s outstanding warrants:

____________________

(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.

(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 nine months ended September 30, 2025 is as follows:

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. In June 2025, 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 8,000,000 shares. The 2016 Plan will terminate in April 2035.

As of September 30, 2025, the Company had the following balances by plan:

RSUs granted under the Equity Incentive Plans and the Inducement Awards generally vest annually over a two or four-year period and are settled in shares of the Company’s common stock.

A summary of RSU activity is as follows:

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:

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.

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2025 and 2024 was $10.43 and $10.83, respectively. The fair value was determined by the Black-Scholes option pricing model using the following weighted-average assumptions:

The 2016 Employee Stock Purchase Plan (“2016 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 September 30, 2025, the Company had no shares available for issuance, and 186,982 cumulative shares had been issued under the 2016 ESPP. The 2016 ESPP terminated upon closing of the last offering period in September 2025.

In June 2025, the Company’s stockholders approved the 2025 Employee Stock Purchase Plan (“2025 ESPP”) and therefore, following the conclusion of the offering period in September 2025, no new offering periods under the 2016 ESPP will commence. The 2025 ESPP allows qualified employees to purchase shares of common stock at a price equal to 85% of the lower of: (i) the closing price on the first day of the offering period or (ii) the closing price on the purchase date. As of September 30, 2025, the Company had 2,000,000 shares available for issuance and no shares have been issued under the 2025 ESPP.

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 unaudited condensed consolidated statements of operations and comprehensive loss as follows: