Vir Biotechnology Director Departs Board

TL;DR

Vir Bio director Yancopoulos out, board shakeup underway.

AI Summary

Vir Biotechnology, Inc. announced on September 6, 2024, the departure of Dr. George Yancopoulos from its Board of Directors. Dr. Yancopoulos, who also served as Chief Scientific Officer and President of Regeneron Pharmaceuticals, Inc., resigned from his position. The company also reported on the completion of an acquisition or disposition of assets and provided updates on compensatory arrangements for certain officers.

Why It Matters

The departure of a key director like Dr. Yancopoulos, especially one with significant ties to another major biotech firm, could signal strategic shifts or potential conflicts of interest.

Risk Assessment

Risk Level: medium — The departure of a high-profile director and potential strategic implications warrant a medium risk assessment.

Key Players & Entities

• Vir Biotechnology, Inc. (company) — Registrant
• Dr. George Yancopoulos (person) — Departing Director
• Regeneron Pharmaceuticals, Inc. (company) — Affiliated Company
• September 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value VIR Nasdaq Global Select Mark
• $100 million — ront payment to Sanofi in the amount of $100 million plus $75 million in an escrowed milesto
• $75 million — nofi in the amount of $100 million plus $75 million in an escrowed milestone payment that i
• $323 million — eligible to receive up to an additional $323 million in future development and regulatory mi
• $1.488 billion — milestone payments, up to an additional $1.488 billion in commercial net sales-based milestone
• $530,000 — 'Byrne's annualized base salary will be $530,000, and he is eligible to participate in t
• $450,000 — eceive a one-time cash sign-on bonus of $450,000, one-third of which will be paid on or

Filing Documents

• vir-20240906.htm (8-K) — 46KB
• ex991ampclosingpr.htm (EX-99.1) — 18KB
• ex992cfoappointment.htm (EX-99.2) — 14KB
• image_0.jpg (GRAPHIC) — 10KB
• image_01.jpg (GRAPHIC) — 26KB
• 0001628280-24-039948.txt ( ) — 299KB
• vir-20240906.xsd (EX-101.SCH) — 2KB
• vir-20240906_def.xml (EX-101.DEF) — 15KB
• vir-20240906_lab.xml (EX-101.LAB) — 26KB
• vir-20240906_pre.xml (EX-101.PRE) — 16KB
• vir-20240906_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On September 9, 2024, Vir Biotechnology, Inc. (the "Company" or "Vir") and Amunix Pharmaceuticals, Inc., a Sanofi company ("Sanofi") closed the transaction contemplated by the previously-announced License Agreement entered into between the parties on July 31, 2024 (the "Transaction" and the "Agreement", respectively). Upon closing of the Transaction (the "Closing"), the Company obtained an exclusive (even as to Sanofi and its affiliates), worldwide, royalty-bearing, sublicensable (through multiple tiers in accordance with the Agreement), transferable (to the extent permitted under the Agreement) license to research, develop, manufacture, commercialize and otherwise exploit (i) three clinical-stage masked T-cell engagers, for all therapeutic, prophylactic, palliative, and diagnostic uses, excluding the ophthalmological field, and (ii) the protease-cleavable masking platform for oncology and infectious disease, acquired by Sanofi from Amunix. At Closing, the Company made an upfront payment to Sanofi in the amount of $100 million plus $75 million in an escrowed milestone payment that is subject to SAR446368 (AMX-525) achieving "first in human dosing" by 2026. Sanofi will also be eligible to receive up to an additional $323 million in future development and regulatory milestone payments, up to an additional $1.488 billion in commercial net sales-based milestone payments, and low single-digit to low double-digit tiered royalties on worldwide net sales. The consummation of the Transaction 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. If financial statements or pro forma financial information related to the Transaction are required to be filed pursuant to Rule 3-05(b)(4)(i)(B) promulgated under Regulation S-X, or pursuant to Article 11 of Regul

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "plan," "potential," "aim," "expect," "anticipate," "promising" 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 the Company's expectations and assumptions as of the date of this Form 8-K. Forward-looking statements contained in this Form 8-K include, but are not limited to, statements regarding Vir's strategy and plans; Vir's ability to realize the anticipated benefits from the Agreement; difficulties or unanticipated expenses in connection with the Agreement, and the potential effects on Vir's earnings; the risk that Vir's investment in connection with the Agreement will lose value for any number of reasons; the ability of the parties to initiate, progress or complete clinical trials within currently anticipated timelines or at all, and the possibility of unfavorable results from studies, including those involving SAR446309 (AMX-818), SAR446329 (AMX-500) and SAR446368, and any additional programs that may become subject to the Agreement; the potential clinical effects, potential benefits, safety and efficacy of the investigational products that are the subject of these programs; data from ongoing studies evaluating such investigational products and programs; Vir's ability to file applications for regulatory approval or receive regulatory approvals in a timely manner or at all for such investigational products and programs, and the risk that any such approvals may be subject to significant limitations on use; the possibility that the Agreement may be terminated for any number of reasons, or that development of the investigational products and programs subject to the Agreement may be discontinued, and therefore may never

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 9, 2024, the Company issued a press release announcing the Closing. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. On September 10, 2024, the Company issued a press release announcing the appointment of Mr. O'Byrne as Executive Vice President and Chief Financial Officer and "principal financial officer" of the Company. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release of the Company, dated September 9 , 2024 99.2 Press Release of the Company, dated September 10 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: September 10, 2024 By: /s/ Marianne De Backer Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer

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View this 8-K filing on SEC EDGAR