Vir Biotechnology, Inc. Form 8-K (March 31, 2021)

Summary

Form 8-K current report of Vir Biotechnology, Inc. dated March 31, 2021, filed under Item 8.01 (Other Events). It reports that on March 31, 2021 the company closed the sale of 1,924,927 shares of its common stock to Glaxo Group Limited, an affiliate of Glaxo Wellcome UK Limited, at $62.34 per share, for approximately $120.0 million. The Hart-Scott-Rodino waiting period expired on March 24, 2021. The shares were issued under a stock purchase agreement dated February 14, 2021, disclosed in a Form 8-K filed on February 19, 2021.

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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): March 31, 2021

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 March 31, 2021, Vir Biotechnology, Inc. (the “Company”) closed the previously announced sale of 1,924,927 shares of the
Company’s common stock (the “Shares”) to Glaxo Group Limited (“GGL”), an affiliate of Glaxo Wellcome UK Limited, at a price per Share of $62.34, for an aggregate purchase price of approximately $120.0 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 expiration was
effective on March 24, 2021. The Shares were issued pursuant to a stock purchase agreement between the Company and GGL dated February 14, 2021, as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2021.

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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: March 31, 2021 | By: | /s/ Howard Horn
Howard Horn
Chief Financial Officer

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