| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 3, 2023, Vir Biotechnology, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC, as sales agent (“TD Cowen”), pursuant to which the Company may from time to time offer and sell shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $300.0 million, through or to TD Cowen, acting as sales agent or principal. The shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (the “S-3 Registration Statement”) and a related prospectus filed with the Securities and Exchange Commission on November 3, 2023.
The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, TD Cowen will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Stock Market, to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, TD Cowen may sell shares by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company will pay TD Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide TD Cowen with customary indemnification and contribution rights. The Sales Agreement may be terminated by TD Cowen or the Company at any time upon notice to the other party, or by TD Cowen at any time in certain circumstances, including the occurrence of a material adverse change in the Company’s business or financial condition that materially impairs the ability of TD Cowen to sell the shares under the Sales Agreement.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.2 to the S-3 Registration Statement.
The shares will be offered and sold pursuant to the S-3 Registration Statement, and offerings of the shares will be made only by means of the related prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 1.02. | Termination of a Material Definitive Agreement. |
On November 3, 2023, and in connection with entering into the Sales Agreement, the Company and TD Cowen agreed to terminate, effective as of immediately prior to the entry by the parties into the Sales Agreement, the sales agreement that the Company previously entered into with TD Cowen on November 10, 2020 (the “Prior Sales Agreement”). Under the Prior Sales Agreement, the Company was permitted to offer and sell, from time to time, shares of its Common Stock, having an aggregate offering price of up to $300.0 million, through or to TD Cowen, acting as sales agent or principal. During the term of the Prior Sales Agreement, the Company did not sell any shares of its Common Stock.
