Vir Biotechnology, Inc. Form 8-K (April 29, 2020)

Summary

Form 8-K current report of Vir Biotechnology, Inc. dated April 29, 2020, filed under Item 8.01 (Other Events). It reports that on April 29, 2020 the company closed the sale of 6,626,027 shares of its common stock to Glaxo Group Limited, a GlaxoSmithKline affiliate, at $37.73 per share, for approximately $250.0 million. Early termination of the Hart-Scott-Rodino waiting period took effect on April 22, 2020. The shares were issued under a stock purchase agreement dated April 5, 2020, disclosed in a Form 8-K filed on April 6, 2020. The report is dated April 30, 2020.

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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): April 29, 2020

Vir Biotechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware | 001-39083 | 81-2730369
(State or other jurisdiction of incorporation) | (Commission File Number) | (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):

☐ | 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, $0.0001 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 8.01 | Other Events.

On April 29, 2020, Vir Biotechnology, Inc. (the “Company”) closed the previously announced sale of 6,626,027 shares of the Company’s common
stock (the “Shares”) to Glaxo Group Limited (“GGL”), an affiliate of GlaxoSmithKline Intellectual Property Development Limited and GlaxoSmithKline Biologicals SA, at a price per Share of $37.73, for an aggregate purchase price of
approximately $250.0 million. The closing was subject to the satisfaction of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, which early termination was effective on April 22, 2020. The Shares were issued pursuant to a stock purchase agreement between the Company and GGL dated April 5, 2020, as previously disclosed in the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2020.

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.

VIR BIOTECHNOLOGY, INC.
Date: April 30, 2020 | By: | /s/ Howard Horn
Howard Horn
Chief Financial Officer

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