Viridian Therapeutics, Inc. (VRDN) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Special Meeting of Stockholders Conference Call. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Jeff Hatfield. Please go ahead.

Thank you. Good morning, ladies and gentlemen, and welcome to the 2020 Special Meeting of Stockholders of Miragen Therapeutics, Inc. My name is Jeff Hatfield, and I serve as Chairman of the Board of Directors of Miragen Therapeutics. I will be presiding over this meeting. At this time, I would like to call the meeting to order. Please note that this meeting is being recorded. President at the meeting today electronically are the following directors and members of the management team: Lee Rauch, Director and Chief Executive Officer; Peter Harwin, Director; Tomas Kiselak, Director; Arlene Morris, Director; Joe Turner, Director; Jonathan Violin, President and Chief Operating Officer; Jason Leverone, Chief Financial Officer. Mr. Leverone will act as Secretary of the meeting. The Board has appointed [ Kathy Wheadon ] to serve as our inspector elections. I'll now turn the meeting over to Ms. Rauch.

Thank you, Jeff. I have at this meeting a complete list of the stockholders of record of the company's common stock as of December 7, 2020, the record date for this meeting. Our secretary for this meeting, Mr. Leverone, who is in attendance remotely will file the list of stockholders entitled to vote with the records of this meeting. Notice of this stockholders' meeting was mailed on or about December 14, 2020, to all stockholders entitled to vote as of the record date. I have received an affidavit of mailing to show that notice of this meeting was given. Will the Secretary of the meeting now please report on the presence of a quorum?

As of the record date, there were 3,908,158 shares of common stock outstanding. We are informed by the inspector of elections that they are represented in person or by proxy, at least 3,138,630 shares of common stock or approximately 80.30% of all shares entitled to vote at this meeting.

Based on the percentage of total shares or the company held by holders of record now present remotely or by proxy at the meeting, a quorum is present. The meeting is now duly convened for the purpose of transacting the business before it. We will now proceed with the voting on the 4 proposed matters described in the proxy statement to be acted upon at this meeting. Further information concerning each of these proposals is contained in the proxy statement that was sent to each of our shareholders. We will hold voting until all proposals are on the floor. Will the Secretary now please report on the proposals to be voted on at the meeting?

At this meeting, stockholders will vote on the 4 proposals described in the proxy statement. Proposal #1 is to approve of the issuance of shares of common stock upon conversion of the Series A preferred stock. Proposal #2 is to approve the amended and restated 2016 equity incentive plan. Proposal #3 is to approve an amendment to our certificate in corporation to increase the number of authorized shares of common stock from 100 million to 200 million. Proposal #4 is to approve, if necessary, of the adjournment or postponement of the special meeting to continue to solicit votes for proposal #1, #2 and or proposal #3.

Thank you. As a reminder, the Board has recommended that you vote for proposals number 1 through 4. We can now proceed with the voting on each of the 4 proposals brought before the stockholders. The time is now 7:05 a.m. Mountain time on Thursday, December 31, 2020, and I hereby declare the polls open for voting. The proxy holders and any stockholders voting by electronic ballots should complete their ballots now. You do not need to vote electronically if you have already sent in your signed proxy. Will the proxy holders and all stockholders voting by electronic ballot, please complete their ballots for the 4 matters that are now before the meeting. [Voting]

The time is now 7:06 a.m. Mountain time, and the polls are now closed for voting. Will the Secretary please report on the preliminary vote count.

Based on the preliminary tally of votes cast in person and by proxy by the inspector of elections, I declare that the issuance of common stock upon conversion of the Series A preferred stock is approved. The amended and restated 2016 equity incentive plan is approved. The amendment of our certificate of incorporation to increase the number of authorized shares of the common stock from 100 million to 200 million is approved. The adjournment of the meeting is approved. The final vote count will be publicly announced by the company in a current report on Form 8-K, which will be filed within 4 business days from the date of today's meeting.

Thank you all. There being no further business, this concludes our formal portion of this meeting, and the meeting is now adjourned.

And this concludes today's conference call. You may now disconnect.