| Item 7.01 | Regulation FD Disclosure. |
Preliminary Prospectus Supplement
On February 6, 2020, Miragen Therapeutics, Inc. (“Miragen”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement in connection with a proposed public offering of shares of its common stock and warrants to purchase shares of its common stock (the “Offering”). A copy of the press release announcing the commencement of the Offering is attached as Exhibit 99.1 to this Current Report onForm 8-K.
Preliminary Financial Data
On February 6, 2020, Miragen provided an update regarding preliminary financial data. While Miragen has not finalized its full financial results for the year ended December 31, 2019, Miragen expects to report that it had approximately $26.8 million of cash, cash equivalents and short-term investments as of December 31, 2019.
This amount is preliminary, has not been audited and is subject to change pending completion of Miragen’s audited financial statements for the year ended December 31, 2019. Additional information and disclosures would be required for a more complete understanding of Miragen’s financial position and results of operations as of December 31, 2019. Miragen expects to complete its audited financial statements for the year ended December 31, 2019 subsequent to the completion of the Offering. It is possible that Miragen or its independent registered public accounting firm may identify items that require Miragen to make adjustments to the preliminary estimated cash, cash equivalents and short-term investments balance set forth above and those changes could be material.
The preliminary financial data included in this Current Report onForm 8-K has been prepared by, and is the responsibility of, Miragen’s management. KPMG LLP has not audited, reviewed, compiled, or performed any procedures with respect to this preliminary financial data. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing with the SEC made by Miragen whether made before or after the date hereof, regardless of any general incorporation language in such filing.
On February 6, 2020, Miragen provided the following update regarding its corporate milestones:
| | • | | Report preclinical safety and efficacy data forMRG-229, being developed for idiopathic pulmonary fibrosis(Q2-2020) |
| | • | | Meet with FDA to explore a potential expedited clinical development path for cobomarsen in adultT-cell leukemia/lymphoma(Q3-2020) |
| | • | | Report topline data from Phase 2 trial of cobomarsen in cutaneousT-cell lymphoma(Q3-2020) |
| | • | | Report12-month data from Phase 2 trial of remlarsen in cutaneous fibrosis(2H-2020) |
This Current Report onForm 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
Forward Looking Statements
This Current Report onForm 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements about the Offering, the sufficiency of the company cash resources to fund its operations, anticipated development milestones for the Company’s product candidates and other statements containing the words “expect,” “intend,” “may,” “will,”
