Will the issuance be disclosed in the upcoming 10‑K or 10‑Q filing, and what regulatory filings are required?

Short answer

• Yes – the grant will have to be disclosed in the next periodic report (the next Form 10‑K or Form 10‑Q) that Viridian files with the SEC.
  
• Regulatory filings that are required for the transaction are:
  

1. Why the grant must be disclosed in the next 10‑K/10‑Q

• Material information – A grant of 181,450 non‑qualified stock options to new employees is a material change to the company’s capital structure and to its outstanding securities. The SEC requires that any material event be reported in the next periodic report (Item 7.01 of Form 10‑K/10‑Q).
  
• Rule 701 exemption – Although the grant is exempt from registration under Rule 701 of Regulation D, the exemption does not relieve the company of its ongoing disclosure obligations. The company must still disclose the existence of the exempt offering in its periodic reports.
  
• Nasdaq Listing Rule 5635(c)(4) – The rule specifically states that “the company shall disclose the inducement grant in a filing with the SEC within the time‑frames required for a Form 8‑K and shall also disclose the grant in the next periodic report.”
  

Therefore, the next Form 10‑K (if the grant occurs before the year‑end filing) or the next Form 10‑Q (if the grant occurs after the most recent 10‑Q) will contain a footnote or a paragraph in the MD&A describing the grant.

2. Required regulatory filings – step‑by‑step

a. Form 8‑K (Item 5.03)

1. Timing: Within 4 business days of the board’s approval (the press release date, 4 Aug 2025).
   
2. Content:
   
   • Description of the inducement grant (181,450 shares, non‑qualified stock options).
     
   • Reference to Nasdaq Listing Rule 5635(c)(4) and Rule 701 exemption.
     
   • Names of the option‑recipients (the four new employees).
     
   • Any material terms (exercise price, vesting schedule, expiration).
     

The Form 8‑K is filed electronically via the SEC’s EDGAR system and must be posted on the company’s investor‑relations website.

b. Form 4 (Insider reporting) – only upon exercise

• The four employees are “insiders” under Section 16 of the Exchange Act. While the grant itself does not trigger a Form 4, any subsequent exercise of the options will.
  
• The company must remind the recipients that they will need to file Form 4 (or Form 3/5 for an initial filing) within 2 business days of the exercise and disclose the number of shares purchased, the price, and the date of the transaction.

c. Next Form 10‑K / Form 10‑Q

1. MD&A section – A brief paragraph noting: “On August 4 2025 the Compensation Committee approved an inducement grant of 181,450 non‑qualified stock options to four newly‑appointed employees under Nasdaq Listing Rule 5635(c)(4). The grant is exempt from registration under Rule 701 of Regulation D.”
   
2. Notes to the Financial Statements (Stock‑Based Compensation footnote) –
   
   • Number of options granted, exercise price, vesting schedule, and expiration.
     
   • The accounting impact (recognition of compensation expense under ASC 718).
     
   • The effect on diluted earnings per share (incremental shares).
     

If the company already reports stock‑based compensation, the new grant is added to the existing schedule; if not, a new footnote is created.

d. Other filings (if applicable)

• Form S‑1 or Form S‑3 – Not required because the grant is exempt under Rule 701.
  
• Form 6‑K – Only required for foreign private issuers; Viridian is a U.S. domestic issuer, so no filing.
  
• Nasdaq compliance filing – The company must also file a Nasdaq Form N-CSR or Form N-PORT if it is a reporting company, but those are periodic and already covered by the 10‑K/10‑Q.
  

3. Practical checklist for Viridian Therapeutics

4. Bottom line

• Yes, the issuance will be disclosed in the next Form 10‑K or Form 10‑Q (MD&A and footnotes).
  
• The immediate SEC filing required is a Form 8‑K (Item 5.03) within four business days of the board’s approval.
  
• Insider reporting (Form 4) will be required later when/if the options are exercised.
  

By making the Form 8‑K filing promptly and ensuring the grant is reflected in the next periodic report, Viridian will stay compliant with both SEC disclosure rules and Nasdaq Listing Rule 5635(c)(4).