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    Amendment: SEC Form SC 13G/A filed by Viridian Therapeutics Inc.

    11/14/24 4:50:30 PM ET
    $VRDN
    Medical Specialities
    Health Care
    Get the next $VRDN alert in real time by email
    SC 13G/A 1 d912234dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    SCHEDULE 13G/A

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)*

     

     

    Viridian Therapeutics, Inc.

    (Name of Issuer)

    Common Stock, $0.01 par value per share

    (Title of Class of Securities)

    92790C104

    (CUSIP Number)

    September 30, 2024

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ☐

    Rule 13d-1(b)

     

    ☒

    Rule 13d-1(c)

     

    ☐

    Rule 13d-1(d)

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No. 92790C104

     

     1   

     NAMES OF REPORTING PERSONS

     

     Perceptive Advisors LLC

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5   

     SOLE VOTING POWER

     

     0

       6  

     SHARED VOTING POWER

     

     2,812,665

       7  

     SOLE DISPOSITIVE POWER

     

     0

       8  

     SHARED DISPOSITIVE POWER

     

     2,812,665

     9   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     2,812,665

    10  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    11  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

     3.8%

    12  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     IA


    CUSIP No. 92790C104

     

     1   

     NAMES OF REPORTING PERSONS

     

     Joseph Edelman

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     United States of America

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5   

     SOLE VOTING POWER

     

     0

       6  

     SHARED VOTING POWER

     

     2,812,665

       7  

     SOLE DISPOSITIVE POWER

     

     0

       8  

     SHARED DISPOSITIVE POWER

     

     2,812,665

     9   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     2,812,665

    10  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    11  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

     3.8%

    12  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     IN


    CUSIP No. 92790C104

     

     1   

     NAMES OF REPORTING PERSONS

     

     Perceptive Life Sciences Master Fund, Ltd.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Cayman Islands

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5   

     SOLE VOTING POWER

     

     0

       6  

     SHARED VOTING POWER

     

     2,812,665

       7  

     SOLE DISPOSITIVE POWER

     

     0

       8  

     SHARED DISPOSITIVE POWER

     

     2,812,665

     9   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     2,812,665

    10  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    11  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

     3.8%

    12  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     CO


    Item 1(a).

    Name of Issuer:

    Viridian Therapeutics, Inc. (the “Issuer”)

     

    Item 1(b).

    Address of Issuer’s Principal Executive Offices:

    221 Crescent Street, Suite 401

    Waltham, MA 02453

     

    Item 2(a).

    Names of Persons Filing:

    The names of the persons filing this report (collectively, the “Reporting Persons”) are:

    Perceptive Advisors LLC (“Perceptive Advisors”)

    Joseph Edelman (“Mr. Edelman”)

    Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”)

     

    Item 2(b).

    Address of Principal Business Office or, if None, Residence:

    The address of the principal business office of each of the Reporting Persons is:

    51 Astor Place, 10th Floor

    New York, NY 10003

     

    Item 2(c).

    Citizenship:

    Perceptive Advisors is a Delaware limited liability company

    Mr. Edelman is a United States citizen

    The Master Fund is a Cayman Islands corporation

     

    Item 2(d).

    Title of Class of Securities:

    Common stock, $0.01 par value per share (“Common Stock”)

     

    Item 2(e).

    CUSIP Number:

    92790C104

     

    Item 3.

    If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

    Not applicable.

     

    Item 4.

    Ownership.

    The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on an aggregate of 74,546,275 shares of Common Stock outstanding as reported by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission on September 13, 2024.


    Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock. The Master Fund directly holds 2,812,665 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors..

     

    Item 5.

    Ownership of Five Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

     

    Item 6.

    Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

     

    Item 7.

    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

    Not applicable.

     

    Item 8.

    Identification and Classification of Members of the Group.

    Not applicable.

     

    Item 9.

    Notice of Dissolution of Group.

    Not applicable.

     

    Item 10.

    Certification.

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


    SIGNATURE

    After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Date: November 14, 2024

     

    PERCEPTIVE ADVISORS LLC
    By:  

    /s/ Joseph Edelman

      Name: Joseph Edelman
      Title: Managing Member

    /s/ Joseph Edelman

    JOSEPH EDELMAN
    PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
    By:   Perceptive Advisors LLC
    By:  

    /s/ Joseph Edelman

      Name: Joseph Edelman
      Title: Managing Member
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