Vir Biotechnology, Inc 8-K, filed Mar 26, 2020
Vir Biotechnology, Inc. (VIR)
About this 8-K
Vir Biotechnology, Inc filed this 8-K on March 26, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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)
March 26, 2020
Vir Biotechnology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-39083 |
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81-2730369 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
499 Illinois Street, Suite 500
San Francisco, California 94158
(Address of principal executive offices, including zip code)
(415) 906-4324
(Registrant’s telephone number, including area code)
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.0001 par value |
VIR |
Nasdaq Global Select Market |
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 2.02 Results of Operations and Financial Condition.
On March 26, 2020, Vir Biotechnology, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and the year ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 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 into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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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.
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VIR BIOTECHNOLOGY, INC. |
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Date: March 26, 2020 |
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By: |
/s/ Howard Horn |
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Howard Horn |
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Chief Financial Officer |
Exhibit 99.1
Vir Biotechnology Provides Corporate Update and
Reports Fourth Quarter and Full Year 2019 Financial Results
SAN FRANCISCO – March 26, 2020 - Vir Biotechnology, Inc. (Nasdaq: VIR), a clinical-stage immunology company focused on treating and preventing serious infectious diseases, today provided a corporate update and reported financial results for the fourth quarter and full year ended December 31, 2019.
“2019 was a very successful year of growth and progress for Vir, as we expanded our clinical and preclinical pipeline, built a robust research engine around our multiple platforms for fighting infectious disease, and completed an initial public offering,” said George Scangos, Ph.D., Chief Executive Officer of Vir. “In 2020, the value of our multi-platform approach has become evident as we rapidly execute our scientific strategy in pursuit of therapies for the COVID-19 pandemic, while simultaneously maintaining sharp focus on our ongoing programs in hepatitis B, influenza A, and HIV.”
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• |
In February, the company announced a development and manufacturing collaboration with WuXi Biologics to advance and produce human monoclonal antibodies for the potential treatment of COVID-19. Under the terms of the agreement, the companies will work together on the clinical development, manufacturing, and commercialization of Vir’s proprietary antibodies. WuXi Biologics will conduct cell-line development, process and formulation development, and initial manufacturing for clinical development. If the antibodies receive regulatory approvals, WuXi Biologics has the right to commercialize therapies in Greater China and Vir has the right to commercialize therapies in all other markets worldwide. |
1
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• |
In March, the company and Alnylam Pharmaceuticals (Nasdaq: ALNY) announced an expansion of their existing collaboration to include the development and commercialization of RNA interference therapeutics targeting SARS-CoV-2. Under the agreement, the companies will bring forward one or more siRNAs to treat SARS-CoV-2 and potentially other coronaviruses. The collaboration will focus on development of siRNAs that Alnylam recently identified that target highly conserved regions of coronavirus RNAs. Alnylam has designed and synthesized over 350 siRNAs targeting all available SARS-CoV and SARS-CoV-2 genomes. Potent siRNA lead candidates will be further evaluated by scientists at Vir for in vitro and in vivo anti-viral activity, leading to the selection of a development candidate (DC). Vir will lead all development and commercialization of any selected DCs. At clinical proof of concept, Alnylam will have an option to share equally in the profits and losses associated with the development and commercialization of the coronavirus program. Alternatively, Alnylam may elect to earn development and commercialization milestones and royalties on net sales of products resulting from the collaboration in amounts agreed upon for the coronavirus program. This new program expands the companies’ existing licensing agreement announced in 2017 to now develop up to six novel siRNAs to treat infectious diseases. |
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• |
In March, the company announced a research collaboration agreement with the National Institutes of Health (NIH) and the National Institute of Allergy and Infectious Diseases (NIAID), Vaccine Research Center (VRC) to advance characterization and development of antibodies against coronaviruses, including SARS-CoV-2. The joint project will augment ongoing efforts by both parties to identify antibodies that can be used to prevent or treat infection with existing and emerging viruses and help inform the development of vaccines. Under the terms of the agreement, Vir and NIAID will work together to identify and optimize combinations of antibodies against coronaviruses, including SARS-CoV-2, SARS and MERS, as well as antibodies that may be effective across additional types of coronaviruses. The two parties will exchange antibodies and other materials for testing in combination and individually and, by mutual agreement, will perform in vivo animal studies to analyze immune responses. |
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VIR-2218, a hepatitis B virus (HBV)-targeting small interfering ribonucleic acid (siRNA) being developed for the functional cure of HBV, has completed Phase 1/2 dosing of all patient cohorts receiving 50 – 200 mg. To date, VIR-2218 has been generally well-tolerated in healthy volunteers given as a single dose up to 900 mg and in patients given as two doses of 20 mg, 50 mg, 100 mg or 200 mg each dose. The data also demonstrate substantial, dose dependent reductions in hepatitis B surface antigen (HBsAg) in patients at doses ranging from 20 mg to 200 mg, which are durable at the higher doses for at least 6 months. The company anticipates announcing additional details on this trial in the second quarter of 2020. In addition, the company anticipates starting a Phase 2 combination trial of VIR-2218 and pegylated interferon-alpha, or PEG-IFN-a, in the second half of 2020. |
2
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VIR-3434, an HBV-neutralizing monoclonal antibody with the potential to also be a therapeutic vaccine, was planned to start a Phase 1 clinical trial in the first half of 2020. Due to the COVID-19 pandemic, however, the company now anticipates this trial to start in the second half of 2020. |
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VIR-1111, a human immunodeficiency virus (HIV) T cell vaccine based on human cytomegalovirus (HCMV), was planned to start a Phase 1 clinical trial in the first half of 2020. Due to the COVID-19 pandemic, however, the company now anticipates this trial to start in the second half of 2020. |
Fourth Quarter & Full Year 2019 Financial Results
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• |
Revenues: Total revenues for the quarter ended December 31, 2019 were $1.0 million, compared to $3.1 million for same period in 2018. Total revenues for the year ended December 31, 2019 were $8.1 million, compared to $10.7 million for the same period in 2018. The decreases for the quarter and full year were primarily due to a decline in grant revenue. |
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Research and Development Expenses: Research and development expenses were $52.9 million for the quarter ended December 31, 2019, which includes $1.1 million of non-cash stock-based compensation expense, compared to $22.0 million for the same period in 2018, which includes $0.3 million of non-cash stock-based compensation expense. For the year ended December 31, 2019, research and development expenses were $148.5 million, which includes $3.0 million of non-cash stock-based compensation expense, compared to $100.2 million for the same period in 2018, which includes $1.1 million of non-cash stock-based compensation expense. The increases for the quarter and full year were primarily due to an increase in personnel, ongoing clinical expenses relating to VIR-2218 and VIR-2482, and collaboration expenses. |
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General and Administrative Expenses: General and administrative expenses were $11.8 million for the quarter ended December 31, 2019, which includes $1.6 million of non-cash stock-based compensation expense, compared to $7.9 million for the same period in 2018, which includes $0.6 million of non-cash stock-based compensation expense. For the year ended December 31, 2019, general and administrative expenses were $37.6 million, which includes $5.7 million of non-cash stock-based compensation expense, compared to $29.1 million for the same period in 2018, which includes $4.0 million of non-cash stock-based compensation expense. The increases for the quarter and full year were primarily due to an increase in personnel-related expenses related to additional headcount, as well as an increase in professional fees. |
3
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Cash and Cash Equivalents: As of December 31, 2019, excluding restricted cash, Vir had approximately $407.7 million in cash, cash equivalents, and investments. For the year ended December 31, 2019, net cash used in operating activities and property and equipment purchases was $138.6 million. Based on current assumptions, the company expects to be able to fund its operating plan through at least the end of 2021. |
About VIR-2218
VIR-2218 is a subcutaneously administered HBV-targeting siRNA that has the potential to stimulate an effective immune response and have direct antiviral activity against HBV. It is the first siRNA in the clinic to include Enhanced Stabilization Chemistry Plus (ESC+) technology to enhance stability and minimize off-target activity, which potentially can result in an increased therapeutic index. VIR-2218 is the first asset in the company’s collaboration with Alnylam Pharmaceuticals, Inc. to enter clinical trials.
About VIR-2482
VIR-2482 is an intramuscularly administered influenza A-neutralizing monoclonal antibody. In vitro, it has been shown to cover all major strains of influenza A that have arisen since the 1918 Spanish flu pandemic. VIR-2482 is designed as a universal prophylaxis for influenza A. It has the potential to overcome the limitations of current flu vaccines and lead to meaningfully higher levels of protection due to its broad strain coverage and because it does not rely on an individual to create their own protective antibody response. VIR-2482 has been half-life engineered so that a single dose has the potential to last the entire flu season, which is typically five to six months long.
About VIR-3434
VIR-3434 is a subcutaneously administered HBV-neutralizing monoclonal antibody designed to block entry of all 10 genotypes of HBV into hepatocytes and also to reduce the level of virions and subviral particles in the blood. VIR-3434 has been engineered to have an extended half-life as well as to potentially function as a T cell vaccine against HBV in infected patients.
About VIR-1111
VIR-1111 is a subcutaneously administered HIV T cell vaccine based on human cytomegalovirus (HCMV) that has been designed to elicit T cells that recognize HIV epitopes that are different from those recognized by prior HIV vaccines and to stimulate a different and specific type of T cell immune response to HIV, known as an HLA-E restricted immune response.
About Vir Biotechnology
Vir Biotechnology is a clinical-stage immunology company focused on combining immunologic insights with cutting-edge technologies to treat and prevent serious infectious diseases. Vir has assembled four technology platforms that are designed to stimulate and enhance the immune system by exploiting critical observations of natural immune processes. Its current development
4
pipeline consists of product candidates targeting hepatitis B virus, influenza A, SARS-CoV-2, human immunodeficiency virus and tuberculosis. For more information, please visit www.vir.bio.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend,” “potential” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Vir’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements. Forward-looking statements contained in this press release include statements regarding the timing of commencement of clinical trials, program updates and data disclosures for the company’s clinical trials, the ability of the company’s antibodies to neutralize the SARS-CoV-2 virus, the company’s efforts to identify additional antibodies, the timing of manufacturing a product candidate to treat COVID-19, the potential benefits of the company’s collaborations with Wuxi Biologics, Biogen and Alnylam, including whether or not any DCs will be identified and selected and whether or not any DCs will be successfully developed and commercialized under the Alnylam collaboration, the company’s ability to enter into an agreement with Biogen, and the company’s ability to address the COVID-19 pandemic. Many factors may cause differences between current expectations and actual results including unexpected safety or efficacy data observed during preclinical or clinical studies, challenges in neutralizing SARS-CoV-2, challenges in identifying and selecting DCs, difficulty in collaborating with other companies or government agencies, challenges in accessing manufacturing capacity, clinical site activation rates or clinical trial enrollment rates that are lower than expected, changes in expected or existing competition, delays or disruptions on our business or clinical trials due to the COVID-19 pandemic, and unexpected litigation or other disputes. Other factors that may cause actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Vir’s filings with the U.S. Securities and Exchange Commission, including the section titled “Risk Factors” contained therein. Except as required by law, Vir assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.
Contact:
Vir Biotechnology, Inc.
Investors
Neera Ravindran, MD
Head of Investor Relations & Strategic Communications
nravindran@vir.bio
+1-415-506-5256
Media
Lindy Devereux
Scient PR
lindy@scientpr.com
+1-646-515-5730
5
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
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Three Months Ended December 31, |
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Year Ended December 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenue: |
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Grant revenue |
$ |
609 |
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$ |
3,119 |
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$ |
7,380 |
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$ |
9,800 |
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Contract revenue |
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371 |
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7 |
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711 |
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868 |
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Total revenue |
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980 |
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3,126 |
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8,091 |
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10,668 |
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Operating expenses: |
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Research and development |
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52,932 |
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21,973 |
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148,472 |
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100,229 |
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General and administrative |
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11,807 |
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7,949 |
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37,598 |
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29,131 |
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Total operating expenses |
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64,739 |
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29,922 |
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186,070 |
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129,360 |
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Loss from operations |
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(63,759 |
) |
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(26,796 |
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(177,979 |
) |
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(118,692 |
) |
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Other income (expense): |
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Interest income |
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1,947 |
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621 |
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8,511 |
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2,540 |
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Other income (expense), net |
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(1,810 |
) |
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(198 |
) |
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(5,061 |
) |
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(212 |
) |
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Total other income (expense) |
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137 |
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423 |
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3,450 |
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2,328 |
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Loss before benefit from (provision for) income taxes |
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(63,622 |
) |
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(26,373 |
) |
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(174,529 |
) |
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(116,364 |
) |
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Benefit from (provision for) income taxes |
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(149 |
) |
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(20 |
) |
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(154 |
) |
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480 |
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Net loss |
$ |
(63,771 |
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$ |
(26,393 |
) |
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$ |
(174,683 |
) |
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$ |
(115,884 |
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Net loss per share, basic |
$ |
(0.69 |
) |
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$ |
(3.05 |
) |
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$ |
(5.76 |
) |
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$ |
(15.12 |
) |
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Net loss per share, diluted |
$ |
(0.71 |
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$ |
(3.05 |
) |
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$ |
(5.76 |
) |
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$ |
(15.12 |
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Weighted-average shares outstanding, basic |
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91,871,498 |
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8,653,054 |
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30,349,920 |
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7,666,463 |
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Weighted-average shares outstanding, diluted |
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91,901,590 |
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8,653,054 |
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30,349,920 |
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7,666,463 |
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6
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
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December 31, |
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2019 |
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2018 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
109,335 |
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$ |
47,598 |
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Short-term investments |
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274,101 |
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50,845 |
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Restricted cash and cash equivalents, current |
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6,181 |
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10,761 |
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Prepaid expenses and other current assets |
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13,378 |
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8,579 |
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Total current assets |
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402,995 |
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117,783 |
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Intangible assets, net |
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35,694 |
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36,917 |
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Goodwill |
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16,937 |
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16,937 |
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Property and equipment, net |
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16,308 |
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12,290 |
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Restricted cash and cash equivalents, noncurrent |
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7,300 |
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1,003 |
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Long-term investments |
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24,290 |
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— |
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Other assets |
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8,547 |
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6,666 |
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TOTAL ASSETS |
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$ |
512,071 |
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$ |
191,596 |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
5,881 |
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$ |
6,473 |
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Accrued liabilities |
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26,495 |
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14,534 |
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Deferred revenue, current |
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6,181 |
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8,761 |
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Advanced proceeds from preferred stock financing |
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— |
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10,140 |
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Contingent consideration, current |
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8,200 |
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— |
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Derivative liability |
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12,449 |
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— |
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Total current liabilities |
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59,206 |
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39,908 |
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Deferred revenue, noncurrent |
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12,670 |
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|
6,561 |
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Convertible preferred stock warrant liability |
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— |
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1,024 |
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Contingent consideration, noncurrent |
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|
9,380 |
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|
9,250 |
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Deferred tax liability |
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|
3,305 |
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|
3,305 |
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Other long-term liabilities |
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|
3,568 |
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|
|
1,588 |
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TOTAL LIABILITIES |
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|
88,129 |
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|
|
61,636 |
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Commitments and contingencies |
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Convertible preferred stock, $0.0001 par value; zero and 421,450,000 shares authorized as of December 31, 2019 and 2018, respectively; zero and 69,910,520 shares issued and outstanding as of December 31, 2019 and 2018, respectively; aggregate liquidation preference of zero and $333,058 as of December 31, 2019 and 2018, respectively |
|
|
— |
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309,137 |
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STOCKHOLDERS’ EQUITY (DEFICIT): |
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Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized as of December 31, 2019 and 2018; no shares issued or outstanding as of December 31, 2019 and 2018 |
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— |
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— |
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Common stock, $0.0001 par value; 300,000,000 and 558,350,000 shares authorized as of December 31, 2019 and 2018, respectively; 107,648,925, and 8,858,799 shares issued and outstanding as of December 31, 2019 and 2018, respectively |
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11 |
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1 |
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Additional paid-in capital |
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|
793,051 |
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|
|
14,672 |
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Accumulated other comprehensive loss |
|
|
(601 |
) |
|
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(14 |
) |
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Accumulated deficit |
|
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(368,519 |
) |
|
|
(193,836 |
) |
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TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
423,942 |
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|
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(179,177 |
) |
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TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
$ |
512,071 |
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$ |
191,596 |
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7