vir-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________________________________

FORM 10-Q

__________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________to

Commission File Number: 001-39083

__________________________________________________

Vir Biotechnology, Inc.

(Exact Name of Registrant as Specified in Its Charter)

__________________________________________________


Delaware			81-2730369
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
1800 Owens Street, Suite 900, San Francisco, California			94158
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 906-4324

__________________________________________________

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, par value $0.0001 per share

VIR

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 29, 2025, the registrant had 139,125,032 shares of common stock, $0.0001 par value per share, outstanding.

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		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited)	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	66
	Signatures	67

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, research and development, potential of, and expectations for, our pipeline and technology platforms, the timing, potential of and expectations for ongoing and planned preclinical and clinical studies, the timing and likelihood of regulatory filings and potential approvals for our product candidates, our ability to commercialize our product candidates, the potential benefits of collaborations and in-licensing arrangements, projected costs, prospects, plans, objectives of management, expected market size and growth for our potential products, the timing of availability of clinical data, program updates and data disclosures, and our plans for our portfolio, including our hepatitis delta virus and masked T-cell engager portfolios, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “might”, “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions described in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report. Other sections of this report may include additional factors that could harm our business and financial performance. Drug development and commercialization involve a high degree of risk, and only a small number of research and development programs result in commercialization of a product. Results in early-stage clinical studies may not be indicative of full results or results from later stage or larger scale clinical studies and do not ensure regulatory approval. You should not place undue reliance on these statements, or the scientific data presented. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.

In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

VIR BIOTECHNOLOGY, INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	September 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	170,084	$	222,947
Short-term investments	327,750		678,051
Restricted cash and cash equivalents, current	2,215		89,385
Equity investments	8,679		4,350
Prepaid expenses and other current assets	36,956		47,725
Total current assets	545,684		1,042,458
Intangible assets, net	7,924		8,120
Goodwill	16,937		16,937
Property and equipment, net	58,203		63,183
Operating lease right-of-use assets	63,555		59,680
Restricted cash and cash equivalents, noncurrent	6,957		6,363
Long-term investments	304,212		190,015
Other assets	15,981		12,057
TOTAL ASSETS	$	1,019,453	$	1,398,813
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	6,847	$	5,081
Accrued and other liabilities	68,375		85,873
Deferred revenue, current	—		12,648
Contingent consideration obligation, current	—		16,060
Total current liabilities	75,222		119,662
Deferred revenue, noncurrent	9,433		—
Operating lease liabilities, noncurrent	91,215		90,139
Contingent consideration obligation, noncurrent	34,180		24,050
Other long-term liabilities	13,305		14,577
TOTAL LIABILITIES	223,355		248,428
Commitments and contingencies (Note 7)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of September 30, 2025 and December 31, 2024; no shares issued and outstanding as of September 30, 2025 and December 31, 2024	—		—
Common stock, $0.0001 par value; 300,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 139,022,594 and 136,959,446 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	14		14
Additional paid-in capital	1,952,843		1,911,872
Accumulated other comprehensive loss	(1,911)		(1,717)
Accumulated deficit	(1,154,848)		(759,784)
TOTAL STOCKHOLDERS’ EQUITY	796,098		1,150,385
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,019,453	$	1,398,813

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VIR BIOTECHNOLOGY, INC.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues:
Collaboration revenue	$	(65)	$	(1,102)	$	(630)	$	(2,034)
Contract revenue	—		1,391		3,390		54,468
Grant revenue	305		2,091		1,726		9,397
Total revenues	240		2,380		4,486		61,831
Operating expenses:
Cost of revenue	(11)		50		—		161
Research and development	151,463		195,178		367,617		400,416
Selling, general and administrative	22,231		25,744		68,458		92,330
Restructuring, long-lived assets impairment and related charges, net	—		12,712		(182)		38,939
Total operating expenses	173,683		233,684		435,893		531,846
Loss from operations	(173,443)		(231,304)		(431,407)		(470,015)
Other income:
Change in fair value of equity investments	1,335		1,130		4,335		(4,356)
Interest income	9,363		17,527		32,436		57,656
Other expense, net	(228)		(893)		(74)		(1,715)
Total other income	10,470		17,764		36,697		51,585
Loss before (provision for) benefit from income taxes	(162,973)		(213,540)		(394,710)		(418,430)
(Provision for) benefit from income taxes	(168)		(177)		(354)		1,059
Net loss	$	(163,141)	$	(213,717)	$	(395,064)	$	(417,371)
Net loss per share, basic and diluted	$	(1.17)	$	(1.56)	$	(2.86)	$	(3.07)
Weighted-average shares outstanding, basic and diluted	138,930,173		136,653,753		138,287,533		136,058,223

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VIR BIOTECHNOLOGY, INC.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss	$	(163,141)	$	(213,717)	$	(395,064)	$	(417,371)
Other comprehensive income (loss):
Unrealized gain (loss) on investments	260		3,996		(338)		2,094
Pension actuarial gain (loss)	50		10		144		(152)
Total other comprehensive income (loss)	310		4,006		(194)		1,942
Comprehensive loss	$	(162,831)	$	(209,711)	$	(395,258)	$	(415,429)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VIR BIOTECHNOLOGY, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at June 30, 2025	138,886,274	$	14	$	1,941,386	$	(2,221)	$	(991,707)	$	947,472
Vesting of restricted common stock	69,063	—		—		—		—		—
Exercise of stock options	67,257	—		101		—		—		101
Stock-based compensation	—	—

SEC Form 10-Q filed by Vir Biotechnology Inc.