Worldwide rights to develop and commercialize VRDN-001 for all non-oncology indications that do not use radiopharmaceuticals, including the treatment of TED, were exclusively licensed by Viridian from ImmunoGen, Inc. Under the terms of the agreement, ImmunoGen received an upfront payment, and is eligible for additional developmental milestones and mid-single-digit royalty payments.
In parallel with VRDN-001 development, Viridian initiated the VRDN-002 program, which seeks to improve IGF-1R-targeted antibodies by incorporating half-life extension technology to reduce the dose required to achieve full efficacy in TED patients and enhance solubility to achieve the lowest possible injection volume. This program is advancing rapidly and miRagen expects to file an Investigational New Drug application for VRDN-002 in 2021.
Contingent Value Right
In connection with the transactions announced today, a non-transferrable contingent value right (“CVR”) is expected to be distributed to holders of miRagen common stock within the next 30 days. Holders of the CVR will be entitled to receive certain payments from proceeds received by miRagen, if any, related to the disposition of its legacy microRNA-based assets for a period of five years following the closing of the transaction. miRagen is actively conducting broad-based outreach to find a partner or to spin-out new enterprises for its legacy microRNA-based programs.
Management and Organization
The current miRagen management team, including Lee Rauch, Chief Executive Officer, Jason A. Leverone, Chief Financial Officer, and Diana Escolar, MD, FFAN, Chief Medical Officer, will be expanded with the appointment of Jonathan Violin, PhD, CEO of Viridian, to President and Chief Operating Officer of miRagen, and Vahe Bedian, PhD, Chief Scientific Officer of Viridian, to CSO of miRagen.
In conjunction with the transaction, miRagen Board members will include Jeffrey Hatfield, Chairman of the Board of Directors, miRagen, Peter Harwin, Managing Member, Fairmount Funds, Tomas Kiselak, Managing Member, Fairmount Funds, and current miRagen Board members Arlene M. Morris, CEO, Willow Advisors, LLC, Lee Rauch, CEO, miRagen, and Joe Turner, Board of Directors Audit Chair, miRagen.
About the Transactions
The acquisition of Viridian was structured as a stock-for-stock transaction whereby all of Viridian’s outstanding equity interests were exchanged for a combination of shares of miRagen common stock and shares of Series A preferred stock. Concurrently with the acquisition of Viridian, miRagen entered into definitive agreements for a PIPE investment with existing and new investors to raise $91 million in which the investors will be issued shares of Series A preferred stock at a price of $465.96 per share (or $0.46596 per share on an as-converted-to-common basis). The PIPE offering is expected to close on October 30, 2020. Subject to stockholder approval, each share of Series A preferred stock will, at the option of the holder, convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder. On a pro forma basis and based upon the number of shares of miRagen common stock and preferred stock issued in the acquisition and the concurrent financing,
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