8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 4, 2021 (December 31, 2020)

MIRAGEN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36483	47-1187261
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6200 Lookout Rd.
Boulder	CO	80301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 643-5200 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MGEN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 4, 2021, Miragen Therapeutics, Inc. (the “Company”) implemented an increase in the number of authorized shares of its Common Stock from 100,000,000 to 200,000,000 pursuant to a Certificate of Amendment to the Company’s Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 31, 2020, the Company held a special meeting of stockholders (the “Special Meeting”) at which holders of Common Stock as of the close of business on December 7, 2020 (the “record date”) were entitled to vote. On the record date, there were a total 3,908,158 shares of Common Stock issued and outstanding. At the Special Meeting, the Company’s stockholders voted in the manner set forth below with respect to the following proposals, all of which were approved.

1.To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of the Company’s Common Stock, upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share, issued in October 2020 (the “Conversion Proposal”).

For:	2,044,493
Against:	55,957
Withhold/Abstain:	129,587
Broker Non Votes:	865,704

The above voting results for Proposal 1 do not include the 72,131 shares of Common Stock that were issued in the Company’s acquisition of Viridian Therapeutics, Inc. that were not entitled to vote on Proposal 1 for purposes of Nasdaq rules. Of these 72,131 shares of Common Stock, 42,889 shares of Common Stock were voted in favor of Proposal 1 for purposes of adopting the proposal under Delaware law. However, to comply with applicable Nasdaq rules, the Company instructed the inspector of elections to conduct a separate tabulation, which is set forth above, that subtracted 42,889 shares from the total number of shares voted in favor of Proposal 1 for purposes of determining whether the proposal was also adopted under applicable Nasdaq rules.

2.To approve the Miragen Therapeutics, Inc. Amended and Restated 2016 Equity Incentive Plan.

For:	2,096,710
Against:	46,103
Withhold/Abstain:	130,113
Broker Non Votes:	865,704

3.To approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Common Stock from 100,000,000 to 200,000,000.

For:	2,354,840
Against:	779,049
Withhold/Abstain:	4,741
Broker Non Votes:	0

4.To approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposals 1, 2 and/or 3.

For:	2,375,073
Against:	753,546
Withhold/Abstain:	10,011
Broker Non Votes:	0

Item 8.01 Regulation FD Disclosure.

Following approval of the Conversion Proposal, the Company had approximately 30.8 million shares of Common Stock issued and outstanding on a pro forma basis, which gives effect to the full conversion of the Series A Non-Voting Convertible Preferred Stock as of the date of the Special Meeting, without regard to beneficial ownership limitations that may limit the ability of certain holders of Series A Non-Voting Convertible Preferred Stock to convert such shares to Common Stock as such time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective as of January 4, 2021

* * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Miragen Therapeutics, Inc.
Date: January 4, 2021	By:	/s/ Jason A. Leverone
		Jason A. Leverone
		Chief Financial Officer, Treasurer , and Secretary

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

MIRAGEN THERAPEUTICS, INC.

MIRAGEN THERAPEUTICS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST: The name of the corporation is Miragen Therapeutics, Inc. (the “Corporation”).

SECOND: The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was June 17, 2014 under the name Signal Genetics, Inc.

THIRD: The Board of Directors (the “Board”) of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions amending its Certificate of Incorporation as follows:

1.     Section A of Article IV of the Certificate of Incorporation, as presently in effect, of the Corporation is hereby amended and restated in its entirety as follows:

“A.    The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 205,000,000 shares consisting of:

1. 200,000,000 shares of common stock, with a par value of $0.01 per share (the “CommonStock”); and

2. 5,000,000 shares of preferred stock, with a par value of $0.01 per share (the “PreferredStock”).”

FOURTH: Thereafter, pursuant to a resolution by the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval in accordance with the provisions of Section 211 and 242 of the DGCL. Accordingly, said proposed amendment has been adopted in accordance with Section 242 of the DGCL.

In Witness Whereof, Miragen Therapeutics, Inc. has caused this Certificate of Amendment to be signed by its duly authorized officer this 4th day of January, 2021.

Miragen Therapeutics, Inc.
By:	/s/ Jason Leverone
	Name: Jason Leverone
	Title: Chief Financial Officer

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XML

Cover	Dec. 31, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	MIRAGEN THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36483
Entity Tax Identification Number	47-1187261
Entity Address, Address Line One	6200 Lookout Rd.
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80301
City Area Code	720
Local Phone Number	643-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MGEN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001590750
Current Fiscal Year End Date	--12-31