MIRAGEN THERAPEUTICS, INC. (NASDAQ:SGNL) Files An 8-K Entry into a Material Definitive Agreement

MIRAGEN THERAPEUTICS, INC. (NASDAQ:SGNL) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement.

On March31, 2017, Miragen Therapeutics, Inc. (the Company)
entered into an at the market issuance Common Stock Sales
Agreement (the Agreement) with Cowen and Company, LLC (Cowen)
under which the Company may offer and sell, from time to time at
its sole discretion, shares of its common stock, par value $0.01
per share (the Common Stock), having an aggregate offering price
of up to $50,000,000 through Cowen, as its sales agent.

The issuance and sale, if any, of Common Stock by the Company
under the Agreement is subject to the effectiveness of the
Companys registration statement on Form S-3 to be filed with the
Securities and Exchange Commission (the SEC) on March31, 2017.
The registration statement on Form S-3 will include a prospectus
offering up to $50,000,000 of shares of Common Stock in
accordance with the Agreement. The Company makes no assurances as
to if or whether the registration statement will become effective
or, if it does become effective, as to the continued
effectiveness of the registration statement. The Company will be
required to file a prospectus supplement in the event the Company
wants to offer more than $50,000,000 in shares of its Common
Stock to the Agreement. Upon effectiveness of this registration
statement, the Company intends to deregister any unissued shares
included on its registration statement on Form S-3 (File
No.333-205620) that was declared effective by the SEC on July28,
2015.

Cowen may sell the Common Stock by any method permitted by law
deemed to be an at the market offering as defined in Rule 415 of
the Securities Act of 1933, as amended (the Securities Act),
including without limitation sales made by means of ordinary
brokers transactions on The NASDAQ Capital Market or otherwise at
market prices prevailing at the time of sale, in block
transactions, or as otherwise directed by the Company. Cowen will
use commercially reasonable efforts to sell the Common Stock from
time to time, based upon instructions from the Company (including
any price, time or size limits or other customary parameters or
conditions the Company may impose). The Company will pay Cowen a
commission equal to 3.0% of the gross sales proceeds of any
Common Stock sold through Cowen under the Agreement, and also has
provided Cowen with customary indemnification rights.

The Company is not obligated to make any sales of Common Stock
under the Agreement. The offering of shares of Common Stock to
the Agreement will terminate upon the earlier of (i)the sale of
all Common Stock subject to the Agreement, or (ii)termination of
the Agreement in accordance with its terms.

The foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

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.

Item2.02 Results of Operations and Financial
Condition.

On March31, 2017, the Company issued a press release announcing
recent clinical and financial highlights along with anticipated
milestones for 2017. The press release is attached hereto as
Exhibit 99.1, which is furnished under Item2.02 of this Current
Report on Form 8-K, shall not be deemed to be filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in
any of the Companys filings under the Exchange Act or the
Securities Act, regardless of any general incorporation language
in such filing.

Item7.01 Regulation FD Disclosure.

As described in Item2.02 above, on March31, 2017, the Company
issued a press release announcing recent clinical and financial
highlights along with anticipated milestones for 2017. A copy of
the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K. The information set forth in this Item7.01
and contained in the press release furnished as Exhibit 99.1
shall not be deemed filed for purposes of Section18 of the
Exchange Act, and is not incorporated by reference into any of
the Companys filings under the Securities Act or the Exchange
Act, regardless of any general incorporation language in such
filing.

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Item8.01 Other Events.

On March31, 2017, the Company issued a press release announcing
that its MRG-106 product candidate has received approval for
orphan-drug designation for the treatment of mycosis fungoides. A
copy of the press release is filed as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated herein by
reference,

As described in Items 2.02 and 7.01 above, on March31, 2017, the
Company issued a press release with respect to the Companys
anticipated milestones for certain of its product candidates in
2017. These milestones include:

MRG-106

Present interim data for Phase 1 clinical trial at the 2017
meeting of the American Society of Clinical Oncology (Second
Quarter 2017)
Expand Phase 1 clinical trial to include a second indication
(Second Half 2017)
Present interim data for Phase 1 clinical trial at ASH
(Fourth Quarter 2017)

MRG-201

Dose last patient in Phase 1 clinical trial (First Half 2017)
Present results of Phase 1 clinical trial at a scientific
conference (Second Half 2017)

Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements that involve substantial risks and uncertainties for
purposes of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995. All statements contained in this
Current Report on Form 8-K other than statements of historical
fact, including statements regarding the Companys strategy,
future operations, future financial position, future revenue,
projected expenses, prospects, plans and objectives of management
are forward-looking statements. The words believe, may, will,
estimate, continue, anticipate, intend, plan, expect, predict,
potential, opportunity, goals, milestones or should, and similar
expressions are intended to identify forward-looking statements.
Such statements are based on managements current expectations and
involve risks and uncertainties. Actual results and performance
could differ materially from those projected in the
forward-looking statements as a result of many factors,
including, without limitation: that the Company has incurred
losses since its inception, has a limited operating history on
which to assess its business, and anticipates that it will
continue to incur significant losses for the foreseeable future;
the Company has never generated any revenue from product sales
and may never be profitable; raising additional capital may cause
dilution to the Companys stockholders, restrict its operations or
require it to relinquish rights; the Company may be unsuccessful
in maintaining orphan-drug designation for its product candidates
because even after anorphan drug is approved, the FDA can
subsequently approve a different drug for the same indication if
the FDA concludes that the later drug is clinically superior in
that it is shown to be safer, more effective or makes a major
contribution to patient care; clinical trials are costly, time
consuming and inherently risky, and the Company may fail to
demonstrate safety and efficacy to the satisfaction of applicable
regulatory authorities; the approach it is taking to discover and
develop novel therapeutics using microRNA is unproven and may
never lead to marketable products; the Companys microRNA
therapeutic product candidates are based on a relatively novel
technology, which makes it difficult to predict the time and cost
of development and of subsequently obtaining regulatory approval,
if at all; to date, no microRNA therapeutics have been approved
for marketing in the United States; the Company may not be able
to develop or identify technology that can effectively deliver
MRG-106, MRG-201 or any other of the Companys microRNA-targeted
product candidates to the intended diseased cells or tissues, and
any failure in such delivery technology could adversely affect
and delay the development of MRG-106, MRG-201 and the Companys
other product candidates; and the Companys product candidates may
cause undesirable side effects or have other properties that
could delay or prevent the regulatory approval, limit the
commercial viability of an approved label, or result in
significant negative consequences following marketing approval,
if any.

The Company has based these forward-looking statements largely on
its current expectations and projections about future events and
trends that it believes may affect its financial condition,
results of operations, business strategy, short-term and
long-term business operations and objectives, and financial
needs. These forward-looking statements are subject to a number
of risks, uncertainties and assumptions, including those
described in under the heading Risk Factors in the Companys
Annual Report on Form 10-K and any subsequent periodic reports
filed with the SEC. Moreover, the Company operates in a very
competitive and rapidly changing environment. New risks emerge
from time to time. It is not possible for its management to
predict all risks, nor can it assess the impact of all factors on
its business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements it may make. In light
of these risks, uncertainties and assumptions, the future events
and trends discussed in this press release may not occur and
actual results could differ materially and adversely from those
anticipated or implied in the forward-looking statements. The
Company undertakes no obligation to revise or publicly release
the results of any revision to these forward-looking statements,
except as required by law. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such
forward-looking statements. All forward-looking statements are
qualified in their entirety by this cautionary statement.

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Item9.01 Financial Statements and Exhibits.
(d) Exhibits

Reference is made to the Exhibit Index included with this Current
Report on Form8-K.

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About MIRAGEN THERAPEUTICS, INC. (NASDAQ:SGNL)

miRagen Therapeutics Inc., formerly Signal Genetics, Inc., is a clinical-stage biopharmaceutical company. The Company is focused on the discovery and development of micro-ribonucleic acid (RNA)-targeted therapies. Its lead product candidates, MRG-106 and MRG-201, are in Phase I clinical trials. Its therapeutic areas of focus include cancer, pathologic fibrosis, neuro-inflammatory and cardiovascular diseases. Its clinical product candidate for the treatment of certain cancers, MRG-106, is an inhibitor of microRNA-155, which is found at abnormally high levels in several blood cancers. The Company’s clinical product candidate for the treatment of pathological fibrosis, MRG-201, is a replacement for miR-29, which is found at abnormally low levels in a range of pathological fibrotic conditions, including cardiac, renal, hepatic and pulmonary fibrosis, as well as systemic sclerosis. In addition to its clinical programs, it is developing a pipeline of pre-clinical product candidates.

MIRAGEN THERAPEUTICS, INC. (NASDAQ:SGNL) Recent Trading Information

MIRAGEN THERAPEUTICS, INC. (NASDAQ:SGNL) closed its last trading session 00.00 at 12.30 with 38,761 shares trading hands.

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