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





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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



                                     * * *

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