On February 7, 2020, Miragen entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as sole
underwriter (the “Underwriter”), relating to the Offering. Pursuant to the Underwriting Agreement, the Underwriter has agreed to purchase 15,000,000 shares of common stock and Warrants to purchase 7,500,000 shares of its common
stock from Miragen. Each whole Warrant will have an exercise price of $1.10 per share, will be exercisable immediately and will expire on the fifth anniversary of the date of issuance. The shares of common stock and Warrants will be sold together as
a fixed combination, each consisting of one share of Common Stock and one-half Warrant, with each whole Warrant exercisable to purchase one whole share of common stock, but will be issued separately and will be immediately separable upon issuance.
The combined price to the public in the Offering for each share of common stock and accompanying half Warrant is $1.00, which will result in approximately $13.8 million of net proceeds to Miragen after deducting underwriting commissions and
discounts and other estimated offering expenses payable by Miragen and excluding the proceeds, if any, from the exercise of the Warrants. The Offering is expected to close on or about February 11, 2020, subject to customary closing conditions.
The shares of common stock will be listed on The Nasdaq Capital Market. The Warrants will not be listed on any securities exchange. All of the shares of common stock and warrants to purchase shares of common stock in the Offering are being sold by
Miragen.
The Offering is being made pursuant to a prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form S-3 (Registration No. 333-217084), previously filed with and declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
The Underwriting Agreement contains customary representations, warranties and agreements by Miragen, customary conditions to closing, indemnification
obligations of Miragen and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement and form of Warrant are filed as Exhibit 1.1 and Exhibit 4.1, respectively, hereto and each is incorporated herein by
reference. The foregoing description of the terms of the Underwriting Agreement and Warrant are qualified in they entirety by reference to such exhibits. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the
shares in the Offering is attached as Exhibit 5.1 hereto.
This Current Report on Form 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 on Form 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,” and similar expressions, constitute
forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including:
the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, uncertainties inherent in the initiation of future clinical trials and such other factors as are set forth in the risk
factors detailed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 8, 2019 under the heading “Risk Factors”
and the Company other current and periodic reports filed with