Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39083 | |
Entity Registrant Name | Vir Biotechnology, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-2730369 | |
Entity Address, Address Line One | 1800 Owens Street | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94158 | |
City Area Code | 415 | |
Local Phone Number | 906-4324 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | VIR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 136,058,680 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001706431 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 160,711 | $ 241,576 |
Short-term investments | 985,125 | 1,270,980 |
Restricted cash and cash equivalents, current | 13,335 | 13,268 |
Equity investments | 3,927 | 9,853 |
Prepaid expenses and other current assets | 49,999 | 52,549 |
Total current assets | 1,213,097 | 1,588,226 |
Intangible assets, net | 22,465 | 22,565 |
Goodwill | 16,937 | 16,937 |
Property and equipment, net | 92,477 | 96,018 |
Operating lease right-of-use assets | 70,346 | 71,182 |
Restricted cash and cash equivalents, noncurrent | 6,428 | 6,448 |
Long-term investments | 359,724 | 105,275 |
Other assets | 12,495 | 12,409 |
TOTAL ASSETS | 1,793,969 | 1,919,060 |
CURRENT LIABILITIES: | ||
Accounts payable | 7,114 | 6,334 |
Accrued and other liabilities | 72,260 | 104,220 |
Deferred revenue, current | 14,694 | 64,853 |
Total current liabilities | 94,068 | 175,407 |
Deferred revenue, noncurrent | 1,526 | 1,526 |
Operating lease liabilities, noncurrent | 109,171 | 111,673 |
Contingent consideration, noncurrent | 27,610 | 25,960 |
Other long-term liabilities | 14,238 | 14,258 |
TOTAL LIABILITIES | 246,613 | 328,824 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2024 and December 31, 2023; no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value; 300,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 135,843,560 and 134,781,286 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 14 | 13 |
Additional paid-in capital | 1,852,839 | 1,828,862 |
Accumulated other comprehensive loss | (2,397) | (815) |
Accumulated deficit | (303,100) | (237,824) |
TOTAL STOCKHOLDERS’ EQUITY | 1,547,356 | 1,590,236 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,793,969 | $ 1,919,060 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares outstanding (in shares) | 135,843,560 | 134,781,286 |
Common stock, shares issued (in shares) | 135,843,560 | 134,781,286 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 56,376 | $ 62,957 |
Operating expenses: | ||
Cost of revenue | 59 | 1,907 |
Research and development | 100,125 | 157,643 |
Selling, general and administrative | 36,273 | 46,778 |
Total operating expenses | 136,457 | 206,328 |
Loss from operations | (80,081) | (143,371) |
Other income: | ||
Change in fair value of equity investments | (5,915) | (13,103) |
Interest income | 21,283 | 21,307 |
Other expense, net | (287) | (8,021) |
Total other income | 15,081 | 183 |
Loss before (provision for) benefit from income taxes | (65,000) | (143,188) |
(Provision for) benefit from income taxes | (276) | 2,232 |
Net loss | (65,276) | (140,956) |
Net loss attributable to noncontrolling interest | 0 | (56) |
Net loss attributable to Vir | $ (65,276) | $ (140,900) |
Net loss per share attributable to Vir, basic (in USD per share) | $ (0.48) | $ (1.06) |
Net loss per share attributable to Vir, diluted (in USD per share) | $ (0.48) | $ (1.06) |
Weighted-average shares outstanding, basic (in shares) | 135,280,648 | 133,552,839 |
Weighted-average share outstanding, diluted (in shares) | 135,280,648 | 133,552,839 |
Collaboration revenue | ||
Revenues: | ||
Total revenues | $ (987) | $ 46,574 |
Contract revenue | ||
Revenues: | ||
Total revenues | 52,191 | 138 |
Grant revenue | ||
Revenues: | ||
Total revenues | $ 5,172 | $ 16,245 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss | $ (65,276) | $ (140,956) |
Other comprehensive (loss) income: | ||
Unrealized (loss) gain on investments | (1,411) | 5,894 |
Amortization of actuarial (loss) gain | (171) | 9 |
Total other comprehensive (loss) income | (1,582) | 5,903 |
Comprehensive loss | (66,858) | (135,053) |
Comprehensive loss attributable to noncontrolling interest | 0 | (56) |
Comprehensive loss attributable to Vir | $ (66,858) | $ (134,997) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling interest |
Beginning balance (in shares) at Dec. 31, 2022 | 133,236,687 | |||||
Beginning balance at Dec. 31, 2022 | $ 2,077,963 | $ 13 | $ 1,709,835 | $ (9,122) | $ 377,237 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted common stock (in shares) | 517,168 | |||||
Exercise of stock option (in shares) | 177,102 | |||||
Exercise of stock options | 2,310 | 2,310 | ||||
Stock-based compensation | 25,481 | 25,481 | ||||
Other comprehensive (loss) income | 5,903 | 5,903 | ||||
Contributions from noncontrolling interest owners | 100 | 100 | ||||
Net loss | (140,956) | (140,900) | (56) | |||
Ending balance (in shares) at Mar. 31, 2023 | 133,930,957 | |||||
Ending balance at Mar. 31, 2023 | $ 1,970,801 | $ 13 | 1,737,626 | (3,219) | 236,337 | 44 |
Beginning balance (in shares) at Dec. 31, 2023 | 134,781,286 | 134,781,286 | ||||
Beginning balance at Dec. 31, 2023 | $ 1,590,236 | $ 13 | 1,828,862 | (815) | (237,824) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted common stock (in shares) | 950,254 | |||||
Vesting of restricted common stock | 1 | $ 1 | ||||
Exercise of stock option (in shares) | 112,020 | |||||
Exercise of stock options | 220 | 220 | ||||
Stock-based compensation | 23,757 | 23,757 | ||||
Other comprehensive (loss) income | (1,582) | (1,582) | ||||
Net loss | $ (65,276) | (65,276) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 135,843,560 | 135,843,560 | ||||
Ending balance at Mar. 31, 2024 | $ 1,547,356 | $ 14 | $ 1,852,839 | $ (2,397) | $ (303,100) | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (65,276) | $ (140,956) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in estimated constraint on profit-sharing amount | 685 | (31,541) |
Depreciation and amortization | 4,517 | 5,638 |
Amortization of premiums (accretion of discounts) on investments, net | 238 | (9,365) |
Noncash lease expense | 1,447 | 2,173 |
Change in fair value of equity investments | 5,915 | 13,103 |
Change in estimated fair value of contingent consideration | 1,650 | (1,246) |
Stock-based compensation | 23,757 | 25,481 |
Other non-cash items, net | (176) | 206 |
Changes in operating assets and liabilities: | ||
Receivable from collaboration | (401) | 2,093 |
Prepaid expenses and other current assets | 1,834 | 9,493 |
Other assets | (86) | (1,984) |
Accounts payable | 735 | 6,564 |
Accrued liabilities and other long-term liabilities | (30,003) | (4,036) |
Operating lease liabilities | (4,067) | (3,105) |
Deferred revenue | (50,159) | 1,700 |
Net cash used in operating activities | (109,390) | (125,782) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of equipment | 533 | 0 |
Purchases of property and equipment | (1,872) | (6,867) |
Purchases of investments | (562,939) | (384,513) |
Maturities and sales of investments | 592,698 | 489,459 |
Net cash provided by investing activities | 28,420 | 98,079 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of principal on financing lease obligation | (69) | (66) |
Proceeds from exercise of stock options | 221 | 2,310 |
Contributions from noncontrolling interest owners | 0 | 100 |
Net cash provided by financing activities | 152 | 2,344 |
Net decrease in cash, cash equivalents and restricted cash and cash equivalents | (80,818) | (25,359) |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 261,292 | 867,968 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 180,474 | 842,609 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEETS: | ||
Cash and cash equivalents | 160,711 | 824,913 |
Restricted cash and cash equivalents, current | 13,335 | 10,957 |
Restricted cash and cash equivalents, noncurrent | 6,428 | 6,739 |
Total cash, cash equivalents and restricted cash and cash equivalents | $ 180,474 | $ 842,609 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Business Overview Vir Biotechnology, Inc. (“Vir” or the “Company”) is an immunology company focused on powering the immune system to transform lives by treating and preventing infectious diseases and other serious conditions, including viral-associated diseases. Vir has assembled two technology platforms that are designed to modulate the immune system by exploiting critical observations of natural immune processes. Its current clinical development pipeline consists of product candidates targeting hepatitis delta virus (“HDV”), hepatitis B virus (“HBV”), and human immunodeficiency virus (“HIV”). Vir has several preclinical candidates in its pipeline, including those targeting influenza A and B, coronavirus disease 2019 (“COVID-19”), respiratory syncytial virus and human metapneumovirus (“RSV” and “MPV”, respectively), and human papillomavirus (“HPV”). In January 2023, a majority-owned subsidiary, Encentrio Therapeutics, Inc. (“Encentrio”), was incorporated in the State of Delaware. The Company initially owned 80% of Encentrio’s outstanding voting shares. During the three months ended June 30, 2023, the Company increased its ownership of Encentrio’s outstanding voting shares to 100%. The primary purpose of Encentrio is to conduct research and development of oncology therapeutics. Liquidity and Capital Resources In November 2023, the Company entered into a sales agreement (“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 its common stock for 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 under the Company’s shelf registration statement on Form S-3 and a related prospectus filed with the Securities and Exchange Commission (“SEC”) on November 3, 2023. 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. As of March 31, 2024, no shares have been sold under the Sales Agreement. As of March 31, 2024, the Company had $1.51 billion in cash, cash equivalents, and investments, which the Company believes will be sufficient to fund its operations for a period through at least twelve months from the issuance date of these unaudited condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. The unaudited condensed consolidated financial statements include the accounts of Vir and its majority-owned subsidiaries. For consolidated entities where Vir owns or is exposed to less than 100.0% of the economics, the Company records net income (loss) attributable to noncontrolling interests, net of tax in its unaudited condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated upon consolidation. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial information. The unaudited condensed consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any other future annual or interim period. Certain information and footnote disclosures typically included in the Company’s annual consolidated financial statements have been condensed or omitted. As such, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Concentration of Credit Risk, Credit Loss and Other Risks and Uncertainties The Company is subject to a number of challenges and risks similar to other biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of product candidates and protection of proprietary technology. If the Company does not successfully obtain regulatory approval, commercialize or partner any of its product candidates, it will be unable to generate revenue from product sales or maintain profitability. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and investments. Cash and cash equivalents are deposited in checking and sweep accounts at financial institutions. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Management believes that the Company is not currently exposed to significant credit risk as the Company’s investments are held in custody at third-party financial institutions. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and investments, and issuers of the investments to the extent recorded on the unaudited condensed consolidated balance sheets. As of March 31, 2024, the Company has no off-balance sheet concentrations of credit risk. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents, which consist of amounts invested primarily in money market funds and are stated at fair value. Investments Investments include available-for-sale debt securities and equity investments carried at estimated fair value. Available-for-Sale Debt Securities The Company’s valuations of marketable securities are generally derived from independent pricing services based on quoted prices in active markets for similar securities at period end. Generally, investments with original maturities beyond three months at the date of purchase and that mature at, or less than 12 months from, the unaudited condensed consolidated balance sheet date are considered short-term investments, with all others considered to be long-term investments. Unrealized gains and losses deemed temporary in nature are reported as a component of accumulated other comprehensive loss. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the unaudited condensed consolidated statements of operations. The cost of securities sold is based on the specific identification method. Equity Investments The Company measures its investment in equity securities at fair value at each reporting date based on the market price at period end if it has a readily determinable fair value. Otherwise, the investments in equity securities are measured at cost less impairment, adjusted for observable price changes for identical or similar investments of the same issuer unless the Company has significant influence or control over the investee. Changes in fair value resulting from observable price changes are presented as change in fair value of equity investments, and changes in fair value resulting from foreign currency translation are included in other expense, net on the unaudited condensed consolidated statements of operations. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents represent money market funds to secure standby letters of credit and security deposits with financial institutions, both under office and laboratory space lease agreements. Additionally, funds received from certain grants are restricted as to their use and are therefore classified as restricted cash and cash equivalents. Revenue Recognition Collaboration, License and Contract Revenue Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when the Company’s customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods and services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. For collaborative arrangements that fall within the scope of ASC 808, Collaborative Arrangements (“ASC 808”), the Company first determines which elements of the collaboration are deemed to be a performance obligation with a customer within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808 and are not subject to the guidance in ASC 606, the Company applies the revenue recognition model under ASC 606, including the royalty exception guidance and variable consideration guidance under ASC 606 as described below, or other guidance, as deemed appropriate. When the Company is considered an agent in elements of collaboration arrangements within the scope of ASC 808, it records its share of collaboration revenue in the period in which such sales occur. The Company is considered an agent when the collaboration partner controls the product before transfer to the customers and has the ability to direct the use of and obtain substantially all of the remaining benefits from the product. In these instances, collaboration revenue is based upon the net sales reported by the Company’s collaboration partners, net of cost of goods sold and allowable expenses (e.g., manufacturing, distribution, medical affairs, selling, and marketing expenses) in the period. In order to record collaboration revenue, the Company utilizes certain information from its collaboration partner, including actual net product sales and costs incurred for sales activities, and makes key judgments based on business updates related to commercial and clinical activities such as expected commercial demand, commercial supply plan, manufacturing commitments, risks related to expired or obsolete inventories, and risks related to potential product returns or contract terminations. The Company uses these estimates to determine whether payments due to it under its collaboration arrangements, such as profit-share payments, should be recognized as revenue in the period that they become due or whether any portion of the payments due should be constrained from revenue recognition because it is not probable that recognizing such amounts will not result in a significant reversal of cumulative revenues recognized in future reporting periods. The Company has entered into a number of license and collaboration agreements that fall within the scope of ASC 606. The Company evaluates the promised goods or services in these agreements to determine which ones represent distinct performance obligations. Prior to recognizing revenue, the Company estimates the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are re-assessed each reporting period as required. These agreements may include the following types of consideration: non-refundable upfront payments, reimbursement for research and development services, research, development or regulatory milestone payments, profit-sharing arrangements, and royalty and commercial sales milestone payments. If there are multiple distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation based on their estimated standalone selling prices (“SSP”). The Company estimates the SSP for each distinct performance obligation by considering information such as market conditions, entity-specific factors, and information about its customer that is reasonably available. The Company considers estimation approaches that allow it to maximize the use of observable inputs. These estimation approaches may include the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach. The Company also considers whether to use a different estimation approach or a combination of approaches to estimate the SSP for each distinct performance obligation. Developing certain assumptions (e.g., treatable patient population, expected market share, probability of success and product profitability, and discount rate based on weighted-average cost of capital) to estimate the SSP of a distinct performance obligation requires significant judgment. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligation and recognizes revenue by measuring the progress towards complete satisfaction of the performance obligation using an input measure. For arrangements that include sales-based royalties, including commercial milestone payments based on pre-specified levels of sales, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Achievement of these royalties and commercial milestones may solely depend upon the performance of the licensee. Grant Revenue Grants received, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue when all donor-imposed conditions have been met. Contingent Consideration Obligations Contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date, are remeasured each subsequent reporting period until the related contingencies are resolved and are classified as contingent consideration on the unaudited condensed consolidated balance sheets. The changes in fair values of contingent consideration related to the achievement of various milestones are recorded within research and development expenses or selling, general and administrative expenses based on the nature of the relevant underlying activities. New Accounting Pronouncement Not Yet Adopted In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact the adoption of ASU 2023-09 may have on its consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. Cash Equivalents and Available-for-Sale Securities The following tables summarize the Company’s Level 1 and Level 2 financial assets measured at fair value on a recurring basis within the fair value hierarchy as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Valuation Amortized Gross Gross Aggregate Assets: Money market funds (1) Level 1 $ 142,405 $ — $ — $ 142,405 U.S. government treasuries Level 2 986,450 112 (384) 986,178 U.S. government agency bonds and discount notes Level 2 97,634 57 (75) 97,616 Yankee bonds Level 2 10,967 — (12) 10,955 Asset-backed securities Level 2 15,849 4 (2) 15,851 Corporate bonds Level 2 236,306 74 (273) 236,107 Equity securities Level 1 N/A N/A N/A 3,927 Total financial assets $ 1,489,611 $ 247 $ (746) $ 1,493,039 ______________________________________________ (1) Includes $19.8 million of restricted cash equivalents. December 31, 2023 Valuation Amortized Gross Gross Aggregate Assets: Money market funds (1) Level 1 $ 278,187 $ — $ — $ 278,187 U.S. government treasuries Level 2 1,162,124 1,017 (80) 1,163,061 U.S. government agency bonds and discount notes Level 2 181,189 27 (50) 181,166 Equity securities Level 1 N/A N/A N/A 9,853 Total financial assets $ 1,621,500 $ 1,044 $ (130) $ 1,632,267 ______________________________________________ (1) Includes $19.7 million of restricted cash equivalents. Accrued interest receivable excluded from both the fair value and amortized cost basis of the available-for-sale debt securities are presented within prepaid expenses and other current assets in the unaudited condensed consolidated balance sheets. Accrued interest receivable amounted to $5.7 million and $4.0 million as of March 31, 2024 and December 31, 2023, respectively. The Company did not write off any accrued interest receivable during the three months ended March 31, 2024 and 2023. The Company recognized total net unrealized losses of $0.5 million and total net unrealized gains of $0.9 million in accumulated other comprehensive loss as of March 31, 2024 and December 31, 2023, respectively. The gross unrealized losses related to U.S. government treasuries, U.S. government agency bonds and discount notes, and securities issued by institutions with investment-grade credit ratings as of March 31, 2024 and December 31, 2023 were due to changes in interest rates. The Company determined that the gross unrealized losses on the investments as of March 31, 2024 were temporary in nature. The Company currently does not intend, and it is highly unlikely that it will be required, to sell these securities before recovery of their amortized cost basis. As of March 31, 2024, no securities have contractual maturities of longer than two years. As of March 31, 2024, the Company’s equity investment consisted solely of ordinary shares of Brii Biosciences Limited (“Brii Bio Parent”). The equity securities of Brii Bio Parent are listed on the The Stock Exchange of Hong Kong Limited and are considered to be marketable equity securities and measured at fair value at each reporting date. As of March 31, 2024, the Company remeasured the equity investment at a fair value of $3.9 million. The Company recognized an unrealized loss of $5.9 million and $13.1 million, for the three months ended March 31, 2024 and 2023, respectively, as other income in the unaudited condensed consolidated statement of operations. For the three months ended March 31, 2024 and 2023, the unrealized losses related to foreign currency translation for the respective periods were not material. Contingent Consideration Obligations Contingent consideration obligations include potential milestone payments in connection with the acquisition of Humabs Biomed SA (“Humabs”). The Company classifies the contingent consideration as Level 3 financial liabilities within the fair value hierarchy as of March 31, 2024 and December 31, 2023. The estimated fair value of the contingent consideration related to the Humabs acquisition was determined by calculating the probability-weighted clinical, regulatory and commercial milestone payments based on the assessment of the likelihood and estimated timing that certain milestones would be achieved. As of March 31, 2024, the Company calculated the estimated fair value of the remaining clinical and regulatory milestones related to tobevibart (formally as VIR-3434), an investigational subcutaneously administered HBV-neutralizing monoclonal antibody, or mAb, using the following significant unobservable inputs: Unobservable input Range (Weighted-Average) 1 Discount rates 10.9% - 11.4% (11.1%) Probability of achievement 14.4% - 60.0% (42.5%) ______________________________________________ (1) Unobservable inputs were weighted based on the relative fair value of the clinical and regulatory milestone payments. For the commercial milestones, the Company used a Monte Carlo simulation. As of March 31, 2024, the Monte Carlo simulation assumed a commercial product launch and associated discrete revenue forecasts, as well as the following significant unobservable inputs for the remaining commercial milestones related to tobevibart: Unobservable input Value Volatility 70.0% Discount rate 10.0% Probability of achievement 29.1% The discount rate captures the credit risk associated with the payment of the contingent consideration when earned and due. As of March 31, 2024 and December 31, 2023, the estimated fair value of the contingent consideration related to the Humabs acquisition was $27.6 million and $26.0 million, respectively, with changes in the estimated fair value recorded in research and development expenses in the unaudited condensed consolidated statements of operations. The estimated fair value of the contingent consideration related to the Humabs acquisition involves significant estimates and assumptions that give rise to measurement uncertainty. The following table sets forth the changes in the estimated fair value of the Company’s contingent consideration obligations (in thousands): Contingent Balance at December 31, 2023 $ 25,961 Changes in fair value 1,649 Balance at March 31, 2024 $ 27,610 |
Grant Agreements
Grant Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Grant Agreements | Grant Agreements Bill & Melinda Gates Foundation Grants The Company has entered into various grant agreements with the Bill & Melinda Gates Foundation (“BMGF”), under which it was awarded grants totaling up to $49.9 million to support its HIV vaccine program, tuberculosis vaccine program, HIV vaccinal antibody program and malaria vaccinal antibody program. The term of the grant agreements will expire at various dates through June 2027, unless terminated earlier by the BMGF for the Company’s breach, failure to progress the funded project, in the event of the Company’s change of control, change in the Company’s tax status, or significant changes in the Company’s leadership that the BMGF reasonably believes may threaten the success of the projects. Concurrently with the execution of the grant agreement for the vaccinal antibody program, the Company entered into a stock purchase agreement with the BMGF, under which the BMGF purchased 881,365 shares of the Company’s common stock on January 13, 2022, at a price per share of $45.38, for an aggregate purchase price of approximately $40.0 million. The fair market value of the common stock issued to the BMGF was $28.5 million, based on the closing stock price of $37.65 per share on the closing date and taking into account a discount for the lack of marketability due to the restrictions in place on the underlying shares, resulting in a $11.3 million premium received by the Company. The Company accounted for the common stock issued to the BMGF based on its fair market value on the closing date and determined that the premium paid by the BMGF should be included in the deferred revenue from the vaccinal antibody grant. Payments received in advance that are related to future research activities along with the aforementioned premium received are deferred and recognized as revenue when the donor-imposed conditions are met, which is as the research and development activities are performed. The premium received by the Company is deferred and recognized over the same period as the grant proportionally. The Company recognized grant revenue of $1.9 million and $1.9 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the Company had deferred revenue of $14.6 million and $13.1 million, respectively. As of March 31, 2024 and December 31, 2023, the Company had $7.6 million and $9.2 million, respectively, within accrued and other liabilities, which may need to be refunded to the BMGF. Biomedical Advanced Research and Development Authority In September 2022, the Company entered into a multi-year agreement (the “BARDA Agreement”) under Other Transaction Authority with the Biomedical Advanced Research and Development Authority (“BARDA”), part of the U.S. Department of Health and Human Services’ Administration for Strategic Preparedness and Response. Under the BARDA Agreement, the Company may receive up to an estimated $1.0 billion to advance the development of a full portfolio of innovative solutions to address influenza and potentially other infectious disease threats. The Base Period for the BARDA Agreement includes government funding of approximately $55.0 million to reimburse a portion of expenses incurred by the Company to support the development of VIR-2482, an investigational prophylactic monoclonal antibody designed with the aim to protect against seasonal and pandemic influenza, including expenses related to the Phase 2 pre-exposure prophylaxis trial of VIR-2482. The BARDA Agreement also provides for additional BARDA funding after the exercise by BARDA of up to twelve options to further support the development of pre-exposure prophylactic antibodies including and beyond VIR-2482 for the prevention of influenza illness and supporting medical countermeasures for other pathogens of pandemic potential. In September 2023, the Company and BARDA entered into Amendment No. P00001 to the BARDA Agreement (the “Amended BARDA Agreement”), pursuant to which BARDA awarded the Company $50.1 million in new funding upon the exercise of an additional option. The Company will use $40.0 million to support the development of VIR-7229 through a Phase 1 clinical trial and $10.1 million to support the discovery of new monoclonal antibody against a second pathogen of pandemic potential. The Company may also receive up to $11.2 million of additional funding for the Base Period under the Amended BARDA Agreement to wind down activities related to the Phase 2 pre-exposure prophylaxis trial of VIR-2482. The Amended BARDA Agreement will expire in July 2027 and may be extended by mutual written agreement of the Company and BARDA, if funding is available and research opportunities within scope reasonably warrant, or, if any of the options are exercised (as described above), to cover the period of such exercised option set forth in the Amended BARDA Agreement. The Amended BARDA Agreement is terminable by the Company and BARDA at any time under specified circumstances, including for convenience. The Company recognized grant revenue related to BARDA of $3.3 million and $14.3 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the Company had receivables from BARDA of $4.1 million and $7.6 million, respectively, as part of prepaid expenses and other current assets. As of March 31, 2024, $53.3 million of potential future reimbursement remains available under the Amended BARDA Agreement. |
Collaboration and License Agree
Collaboration and License Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition [Abstract] | |
Collaboration and License Agreements | Collaboration and License Agreements Collaboration Agreements with GSK 2020 GSK Agreement In 2020, the Company, Glaxo Wellcome UK Limited and Beecham S.A. entered into a collaboration agreement (the “2020 GSK Agreement”). Subsequently, Beecham S.A. assigned and transferred all its rights, title, interest, and benefit in the 2020 GSK Agreement to GlaxoSmithKline Biologicals S.A. (Glaxo Wellcome UK Limited and GlaxoSmithKline Biologicals S.A., referred to, individually and together, as “GSK”). Under the terms of the 2020 GSK Agreement, the Company and GSK agreed to collaborate to research, develop and commercialize products for the prevention, treatment and prophylaxis of diseases caused by SARS-CoV-2, the virus that causes COVID-19, and potentially other coronaviruses. The collaboration initially focused on the development and commercialization of three programs: (1) antibodies targeting SARS-CoV-2 and potentially other coronaviruses (the “Antibody Program”); (2) vaccines targeting SARS-CoV-2 and potentially other coronaviruses (the “Vaccine Program”), and (3) products based on genome-wide CRISPR screening of host targets expressed in connection with exposure to SARS-CoV-2 and potentially other coronaviruses (the “Functional Genomics Program”). On February 8, 2023, the Company and GSK entered into Amendment No. 2 and Amendment No. 3 to the 2020 GSK Agreement. Pursuant to Amendment No. 2, the Company and GSK agreed to remove the Vaccine Program from the 2020 GSK Agreement, and to wind down and terminate the cost-sharing arrangements and all ongoing activities in relation to the Vaccine Program. As of the effective date of Amendment No. 2, the Vaccine Program had not yet advanced to its predefined development candidate stage. The Company retains the right to progress development of vaccine products directed to SARS-CoV-2 and other coronaviruses independently (including with or for third parties) outside the scope of the 2020 GSK Agreement, subject to the payment of tiered royalties to GSK on net sales of any vaccine products covered by certain GSK intellectual property rights in the low single digits. Pursuant to Amendment No. 3, the Company and GSK agreed to modify the Antibody Program to remove from the collaboration all coronavirus antibodies other than sotrovimab and VIR-7832, and certain variants thereof. Sotrovimab and VIR-7832, and certain variants thereof, remain subject to the terms of the 2020 GSK Agreement, and the Company retains the sole right to progress the development and commercialization of the terminated antibody products independently (including with or for third parties), subject to the payment of tiered royalties to GSK on net sales of such terminated antibody products at percentages ranging from the very low single digits to the mid-single digits, depending on the nature of the antibody product being commercialized. Subject to an opt-out mechanism, the parties share all development costs, manufacturing costs, and costs and expenses for the commercialization of the collaboration products, with the Company bearing 72.5% of such costs for the antibody products, except that GSK has the sole right to develop (including to seek, obtain or maintain regulatory approvals), manufacture and commercialize sotrovimab in and for mainland China, Hong Kong, Macau and Taiwan at GSK’s sole cost and expense, and equal sharing of such costs for the functional genomics products. The 2020 GSK Agreement will remain in effect with respect to each collaboration program for as long as there is a collaboration product being developed or commercialized by the lead party, or the non-opt-out party, in such program. Either party has the right to terminate the 2020 GSK Agreement in the case of the insolvency of the other party, an uncured material breach of the other party with respect to a collaboration program or collaboration product, or as mutually agreed by the parties. In May 2021, the U.S. Food and Drug Administration (“FDA”) granted an EUA in the United States for sotrovimab, the first collaboration product under the Antibody Program. In April 2022, the FDA excluded the use of sotrovimab in all U.S. regions due to the continued proportion of COVID-19 cases caused by certain Omicron subvariants. As the lead party for all manufacturing and commercialization activities, GSK incurs all of the manufacturing, sales and marketing expenses and is the principal on sales transactions with third parties. As described in Note 2—Summary of Significant Accounting Policies, the Company’s accounting policy related to the profit-share is to consider the agreed-upon share of the profit-sharing amounts each quarter and evaluate whether those amounts are subject to potential future adjustments based on the latest available facts and circumstances. As the Company is the agent, the Company recognizes its contractual share of the profit-sharing amounts or royalties (in case of an opt-out) as revenue, based on sales net of various estimated deductions such as rebates, discounts, chargebacks, credits and returns, less cost of sales and allowable expenses (including manufacturing, distribution, medical affairs, selling, and marketing expenses) in the period the sale occurs. Manufacturing costs include inventory revaluation adjustments, lower of cost or market inventory adjustments, inventory write-downs and write-offs, and binding purchase commitments with a third-party manufacturer among other manufacturing costs. In periods when allowable expenses exceed amounts recognized for net product sales of sotrovimab, negative revenue would be reported in our consolidated statements of operations. The Company’s contractual share of the profit-sharing amounts is subject to potential future adjustments to allowable expenses, which represents a form of variable consideration. At each reporting period, the Company evaluates the latest available facts and circumstances to determine whether any portion of profit-sharing amounts should be constrained. In 2023, GSK reported to the Company certain allowable manufacturing expenses related to excess sotrovimab supply and binding reserved manufacturing capacity not utilized, which the Company had previously reserved as constraint on its cumulative profit-sharing amounts. For the year ended December 31, 2023, the Company paid GSK $341.4 million relating to these manufacturing expenses. GSK may continue to adjust allowable manufacturing expenses for the Company’s share of the excess supply write-offs and unused binding manufacturing capacity and report to the Company as cost-sharing amounts in future periods. The Company evaluated the latest available facts and circumstances to update its evaluation of profit-sharing amounts to be constrained. As of March 31, 2024, the Company’s share of the remaining estimated manufacturing expenses related to excess sotrovimab supply and binding reserved manufacturing capacity not utilized is $0.7 million. The Company re-assesses these estimates each reporting period. During the three months ended March 31, 2024 and 2023, the Company recorded profit-sharing amount, profit-sharing amount constrained, and profit-sharing amount previously constrained, released as components of collaboration revenue in the unaudited condensed consolidated statements of operations, as follows (in thousands): Three Months Ended 2024 2023 Profit-sharing amount $ (287) $ 7,236 Profit-sharing amount constrained (700) — Profit-sharing amount previously constrained, released — 39,338 Total collaboration revenue, net $ (987) $ 46,574 Costs associated with co-development activities performed under the 2020 GSK Agreement are included in research and development expenses on the unaudited condensed consolidated statements of operations, with any reimbursement of costs by GSK reflected as a reduction of such expenses. Under the 2020 GSK Agreement, the Company recognized additional net research and development expenses of $2.8 million and $7.3 million during the three months ended March 31, 2024 and 2023, respectively. 2021 Expanded GSK Collaboration In 2021, the Company and GSK entered into a collaboration agreement (the “2021 GSK Agreement”) under which the parties agreed to expand the 2020 GSK Agreement to collaborate on three separate programs: (1) a program to research, develop and commercialize certain mAbs for the prevention, treatment or prophylaxis of the influenza virus (the “Influenza Program”), excluding VIR-2482 unless GSK exercises its exclusive option to co-develop and commercialize after the Company completes a Phase 2 clinical trial (“VIR-2482 Option”); (2) an expansion of the parties’ current Functional Genomics Program to focus on functional genomics screens directed to targets associated with respiratory viruses (the “Expanded Functional Genomics Program”); and (3) additional programs to develop neutralizing mAbs directed to up to three non-influenza target pathogens if selected by GSK prior to March 25, 2024 (the “Selected Pathogens” and such programs, the “Additional Programs”). On February 21, 2024, the Company and GSK entered into a letter agreement (the “Letter Agreement”) pursuant to which the Company and GSK agreed to terminate the Influenza Program and GSK’s VIR-2482 Option from the 2021 GSK Agreement and to wind down and terminate the cost-sharing arrangements and all ongoing activities in relation to the Influenza Program. The parties mutually agree upon the allocation of responsibility for the development of products under the Expanded Functional Genomics Program, and for the development and early-stage manufacturing of products under the Additional Programs if and when GSK decides which Selected Pathogens to pursue. GSK is primarily responsible for commercial manufacturing and commercialization activities for products under the Expanded Functional Genomics Program and Additional Programs, if and when selected by GSK. For each collaboration program, the Company granted or will grant GSK certain license rights related to the development, manufacturing and commercialization of products arising from the program. GSK selected RSV as its first pathogen under the Additional Programs in 2022. During the three months ended March 31, 2024, the Company recognized contract revenue of $51.7 million as GSK’s rights to select the remaining two additional non-influenza target pathogens expired on March 25, 2024. The Company had no other remaining performance obligations under the 2021 GSK Agreement. The parties share 50% of all development costs in accordance with the budget for each of the collaboration programs. The parties also share 50% of all profits and losses arising from any collaboration product. Costs associated with co-development activities performed under the 2021 GSK Agreement are included in research and development expenses in the unaudited condensed consolidated statements of operations, with any reimbursement of costs by GSK reflected as a reduction of such expenses. Under the 2021 GSK Agreement, the additional net research and development expenses were not material during the three months ended March 31, 2024 and 2023. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, net Property and equipment, net consists of the following (in thousands): March 31, December 31, Laboratory equipment $ 43,955 $ 43,728 Computer equipment 2,915 2,783 Furniture and fixtures 2,887 2,887 Leasehold improvements 80,359 80,290 Construction in progress 506 226 Property and equipment, gross 130,622 129,914 Less accumulated depreciation (38,145) (33,896) Total property and equipment, net $ 92,477 $ 96,018 Depreciation expenses were $4.4 million and $5.5 million for the three months ended March 31, 2024 and 2023, respectively. Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): March 31, December 31, Research and development expenses $ 27,314 $ 33,129 Payroll and related expenses 17,508 41,322 Operating lease liabilities, current 11,913 12,867 Excess funds payable under grant agreements 7,603 9,202 Other professional and consulting expenses 3,492 3,418 Accrued royalties 1,112 816 Net profit-sharing amount 287 — Accrued income taxes 146 149 Other accrued expenses 2,885 3,317 Total accrued and other liabilities $ 72,260 $ 104,220 |
Restructuring, Impairment and O
Restructuring, Impairment and Other Costs | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Other Costs | Restructuring, Impairment and Other Costs In December 2023, the Company initiated strategic steps to reduce operating expenses and focus its capital allocation on programs with the highest potential for patient impact and value creation (“Restructuring Plan”). As part of the steps, the R&D facilities in St. Louis, Missouri and Portland, Oregon will be closed in 2024. In addition, approximately 75 net positions, or 12% of the workforce, will be eliminated, which includes reductions from the Company’s discontinuation of its innate immunity small molecule group that was initiated in the third quarter of 2023. The Company expects all actions related to the Restructuring Plan to be substantially completed in the third quarter of 2024. During the year ended December 31, 2023, the Company incurred severance and other employee-related expenses of $5.9 million, of which $4.0 million was included in research and development expense and $1.9 million was included in selling, general and administrative expense. As of December 31, 2023, the Company recorded $4.5 million as accrued and other liabilities related to restructuring costs. In addition to severance and other employee-related expenses, the Company also recorded one-time non-cash impairment charges and disposal losses on ROU assets, leasehold improvements, and equipment of $7.7 million for the year ended December 31, 2023, primarily related to the consolidation of facilities and disposal of equipment used in the small molecule platform that was discontinued. Of the $7.7 million, $5.6 million was included in research and development expense, and $2.1 million was included in selling, general and administrative expense. The following table is a summary of restructuring related severance and other employee-related expenses incurred during the three months ended March 31, 2024 and a roll forward of accrued restructuring costs from December 31, 2023 to March 31, 2024 (in thousands). Severance and other employee-related expenses Accrued restructuring charges at December 31, 2023 $ 4,454 Restructuring charges, net Research and development — Selling, general and administrative (48) Total restructuring charges, net (48) Cash payment (2,592) Accrued restructuring charges at March 31, 2024 $ 1,814 Reconciliation of accrued restructuring charges to the condensed consolidated balance sheets Accrued and other liabilities $ 1,814 For the three months ended March 31, 2024, the Company did not incur material contract termination costs, other associated exit costs, impairment charges, or long-lived assets disposal losses related to restructuring activities. As of March 31, 2024, the Company continues to expect to incur additional restructuring charges of approximately $25 million to $35 million, primarily related to facility closures in the future. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Manufacturing and Supply Agreements In the first quarter of 2024, the Company and a third-party contract development manufacturing organization entered into various scopes of work with respect to the manufacturing of tobevibart (the “Tobevibart Agreements”). As of March 31, 2024, the Company had a balance of unpaid commitments of approximately $20 million under the Tobevibart Agreements. Legal Proceedings The Company may from time to time be party to claims and legal proceedings that arise in the normal course of its business and that may or may not have, individually or in the aggregate, a material adverse effect on its results of operations, financial condition or liquidity. Indemnification |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company holds a minority equity interest in Brii Biosciences Offshore Limited through Brii Bio Parent. As of March 31, 2024, one member of the Company’s board of directors serves on Brii Bio Parent’s board of directors. |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Awards | Stock-Based Awards The Company has maintained a stock incentive plan for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, other stock awards and performance cash awards, to employees, non-employee directors, and consultants. The Company also has an employee stock purchase plan (“ESPP”) for its employees. Stock Options Granted to Employees The fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended 2024 2023 Expected term of options (in years) 6.1 6.1 Expected stock price volatility 89.2% - 89.3% 100.7% - 101.2% Risk-free interest rate 4.3% 3.4% - 4.1% Expected dividend yield — — The valuation assumptions for stock options were determined as follows: • Expected Term — The expected term represents the period that the stock options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). • Expected Volatility — Expected volatility is determined by using a blended approach of the Company and certain industry peers’ historical volatilities. • Risk-Free Interest Rate — The Company based the risk-free interest rate over the expected term of the stock options based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant. • Expected Dividend Rate — The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its profit interest units in the foreseeable future. Stock-Based Compensation Expense Stock-based compensation is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The following table sets forth the total stock-based compensation expense for all awards granted to employees and non-employees and the ESPP in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended 2024 2023 Research and development $ 13,606 $ 13,353 Selling, general and administrative 10,151 12,128 Total stock-based compensation $ 23,757 $ 25,481 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing the net loss attributable to Vir by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing the net loss attributable to Vir by the sum of the weighted-average number of common shares outstanding during the period plus any potential dilutive effects of common stock equivalents outstanding during the period calculated in accordance with the treasury stock method. For periods that the Company was in a net loss position, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common securities outstanding would have been anti-dilutive. The following is a calculation of the basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended 2024 2023 Net loss attributable to Vir $ (65,276) $ (140,900) Weighted-average shares outstanding, basic and diluted 135,280,648 133,552,839 Net loss attributable to Vir per share, basic and diluted $ (0.48) $ (1.06) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Three Months Ended 2024 2023 Options issued and outstanding 12,018,822 9,135,760 Restricted shares subject to future vesting 4,521,874 3,032,073 Total 16,540,696 12,167,833 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The table below presents our loss before (provision for) benefit from income taxes, (provision for) benefit from income taxes and effective tax rate for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended 2024 2023 Loss before (provision for) benefit from income taxes $ (65,000) $ (143,188) (Provision for) benefit from income taxes $ (276) $ 2,232 Effective tax rate (0.4 %) 1.6 % The Company is subject to income taxes in the United States and foreign jurisdictions. These foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, the Company’s effective tax rates will vary depending on the relative proportion of foreign to United States income/loss, the utilization of net operating loss and tax credit carry forwards and carrybacks, changes in jurisdictional mix of income and expense, changes in management’s assessment of matters such as the ability to realize deferred tax assets, and changes in tax laws. The provision for income taxes for the three months ended March 31, 2024 was not material. The benefit from income taxes for the three months ended March 31, 2023 was primarily due to a pre-tax loss and the Company’s ability to carry back the research and development credit to 2022. Unrecognized tax benefits were $13.9 million and $13.6 million as of March 31, 2024 and December 31, 2023, respectively, and if recognized, would favorably affect the effective tax rate in future periods. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (65,276) | $ (140,956) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Additionally, on January 22, 2024, March 1, 2024, March 2, 2024 and March 5, 2024 (each, an applicable “Adoption Date”), respectively, each of Ann (Aine) Hanly, Ph.D., our Executive Vice President and Chief Technology Officer, Sung Lee, our Executive Vice President and Chief Financial Officer, Marianne De Backer, M.Sc., Ph.D., MBA, our Chief Executive Officer, and Phillip Pang, M.D., Ph.D., our former Executive Vice President and Chief Medical Officer, entered into a 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) of the Exchange Act) with respect to certain RSUs (the “Sell-to-Cover Instructions”). Each of the Sell-to-Cover-Instructions provides for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement of RSUs in amount necessary to satisfy the Company’s applicable tax withholding obligation, which is based on the fair market value of the shares of the Company’s common stock subject to the RSUs that are settled on each applicable vesting date. The proceeds of any such sale will be delivered to us in satisfaction of such tax withholding obligations. Each of the Sell-to-Cover Instructions are subject to applicable “cooling-off periods”, consistent with Rule 10b5-1(c)(1)(ii)(B) of the Exchange Act. Each of Drs. De Backer’s, Hanly’s and Pang’s and Mr. Lee’s Sell-to-Cover Instructions apply with respect to the first award of RSUs granted on or after their respective hire dates and any RSUs that may, from time to time following such date, be granted to them by the Company, other than any future granted RSUs which by the terms of the applicable award agreement require the Company to withhold shares to satisfy tax withholding obligations in connection with the vesting and settlement of such RSUs, and therefore do not permit sell-to-cover transactions. Drs. Hanly’s and Pang’s Sell-to-Cover-Instructions further apply to any outstanding RSUs that were granted to them by the Company prior to the applicable Adoption Dates of their respective Sell-to-Cover Instructions that (i) are not subject to any prior automatic sale or sell-to-cover instruction and (ii) for which the next vesting date is after the applicable cooling-off period, other than any previously granted RSUs which by the terms of the applicable award agreement require the Company to withhold shares to satisfy tax withholding obligations in connection with the vesting and settlement of such RSUs, and therefore do not permit sell-to-cover transactions. The number of shares that will be sold under these RSU sell-to-cover tax withholding arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement. |
Vicki Sato, Ph.D [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On February 29, 2024, for estate and financial planning reasons, Vicki Sato, Ph.D., the Chair of our Board of Directors, adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the “Sato Trading Plan”). The Sato Trading Plan provides for potential trading activity from July 1, 2024, through June 30, 2025, with two monthly limit orders covering up to an aggregate of 263,040 shares of our common stock, which represents approximately 20% of the aggregate shares of Company common stock she currently holds. Dr. Sato has held the shares subject to the Sato Trading Plan for over 7 years from the date she acquired them on January 7, 2017. Under the Company’s 10b5-1 plan guidelines, Dr. Sato is prohibited from selling more than 50,000 shares in a single trading day. Each contemplated limit order will remain open for one month, and each open limit order will cancel at the end of that same month if the stock market price of our common stock does not reach the various limit prices specified in the Sato Trading Plan. Even if all the shares subject to the Sato Trading Plan are sold pursuant to such plan, Dr. Sato would still remain in compliance with the Company’s applicable equity ownership guidelines. The Sato Trading plan will expire upon the earlier of (i) the date all sales contemplated by the Sato Trading Plan have been executed, or (ii) June 30, 2025. |
Name | Vicki Sato, Ph.D |
Title | Chair of our Board of Directors |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 29, 2024 |
Arrangement Duration | 364 days |
Aggregate Available | 263,040 |
Sung Lee [Member] | |
Trading Arrangements, by Individual | |
Name | Sung Lee |
Title | Executive Vice President and Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | false |
Adoption Date | March 1, 2024 |
Marianne De Backer [Member] | |
Trading Arrangements, by Individual | |
Name | Marianne De Backer |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | false |
Adoption Date | March 2, 2024 |
Phillip Pang, M.D., Ph.D [Member] | |
Trading Arrangements, by Individual | |
Name | Phillip Pang, M.D., Ph.D |
Title | former Executive Vice President and Chief Medical Officer |
Rule 10b5-1 Arrangement Adopted | false |
Adoption Date | March 5, 2024 |
Ann (Aine) Hanly, Ph.D January 31, 2024 Plan [Member] | Ann (Aine) Hanly, Ph.D [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On January 31, 2024, Ann (Aine) Hanly, Ph.D., our Executive Vice President and Chief Technology Officer, adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the “Hanly Trading Plan”). The Hanly Trading Plan provides for two limit order same day sales of vested stock options. Pursuant to these two orders, an aggregate of 22,518 shares of our common stock may be exercised and sold into the market. Under the Company’s 10b5-1 plan guidelines, Dr. Hanly is prohibited from selling more than 50,000 shares in a single trading day. Even if all the shares subject to the Hanly Trading Plan are sold pursuant to such plan, Dr. Hanly would still remain in compliance with the Company’s applicable equity ownership guidelines. The Hanly Trading Plan will expire upon the earlier of (i) the date all sales contemplated by the Hanly Trading Plan have been executed, or (ii) January 29, 2025. |
Name | Ann (Aine) Hanly, Ph.D. |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | January 31, 2024 |
Arrangement Duration | 364 days |
Aggregate Available | 22,518 |
Ann (Aine) Hanly, Ph.D January 22, 2024 Plan [Member] | Ann (Aine) Hanly, Ph.D [Member] | |
Trading Arrangements, by Individual | |
Name | Ann (Aine) Hanly, Ph.D |
Title | Executive Vice President and Chief Technology Officer |
Rule 10b5-1 Arrangement Adopted | false |
Adoption Date | January 22, 2024 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. The unaudited condensed consolidated financial statements include the accounts of Vir and its majority-owned subsidiaries. For consolidated entities where Vir owns or is exposed to less than 100.0% of the economics, the Company records net income (loss) attributable to noncontrolling interests, net of tax in its unaudited condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated upon consolidation. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial information. The unaudited condensed consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any other future annual or interim period. Certain information and footnote disclosures typically included in the Company’s annual consolidated financial statements have been condensed or omitted. As such, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. |
Concentration of Credit Risk, Credit Loss and Other Risks and Uncertainties | Concentration of Credit Risk, Credit Loss and Other Risks and Uncertainties The Company is subject to a number of challenges and risks similar to other biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of product candidates and protection of proprietary technology. If the Company does not successfully obtain regulatory approval, commercialize or partner any of its product candidates, it will be unable to generate revenue from product sales or maintain profitability. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and investments. Cash and cash equivalents are deposited in checking and sweep accounts at financial institutions. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Management believes that the Company is not currently exposed to significant credit risk as the Company’s investments are held in custody at third-party financial institutions. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and investments, and issuers of the investments to the extent recorded on the unaudited condensed consolidated balance sheets. As of March 31, 2024, the Company has no off-balance sheet concentrations of credit risk. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents, which consist of amounts invested primarily in money market funds and are stated at fair value. |
Investments | Investments Investments include available-for-sale debt securities and equity investments carried at estimated fair value. Available-for-Sale Debt Securities The Company’s valuations of marketable securities are generally derived from independent pricing services based on quoted prices in active markets for similar securities at period end. Generally, investments with original maturities beyond three months at the date of purchase and that mature at, or less than 12 months from, the unaudited condensed consolidated balance sheet date are considered short-term investments, with all others considered to be long-term investments. Unrealized gains and losses deemed temporary in nature are reported as a component of accumulated other comprehensive loss. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the unaudited condensed consolidated statements of operations. The cost of securities sold is based on the specific identification method. Equity Investments The Company measures its investment in equity securities at fair value at each reporting date based on the market price at period end if it has a readily determinable fair value. Otherwise, the investments in equity securities are measured at cost less impairment, adjusted for observable price changes for identical or similar investments of the same issuer unless the Company has significant influence or control over the investee. Changes in fair value resulting from observable price changes are presented as change in fair value of equity investments, and changes in fair value resulting from foreign currency translation are included in other expense, net on the unaudited condensed consolidated statements of operations. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents represent money market funds to secure standby letters of credit and security deposits with financial institutions, both under office and laboratory space lease agreements. Additionally, funds received from certain grants are restricted as to their use and are therefore classified as restricted cash and cash equivalents. |
Revenue Recognition | Revenue Recognition Collaboration, License and Contract Revenue Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when the Company’s customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods and services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. For collaborative arrangements that fall within the scope of ASC 808, Collaborative Arrangements (“ASC 808”), the Company first determines which elements of the collaboration are deemed to be a performance obligation with a customer within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808 and are not subject to the guidance in ASC 606, the Company applies the revenue recognition model under ASC 606, including the royalty exception guidance and variable consideration guidance under ASC 606 as described below, or other guidance, as deemed appropriate. When the Company is considered an agent in elements of collaboration arrangements within the scope of ASC 808, it records its share of collaboration revenue in the period in which such sales occur. The Company is considered an agent when the collaboration partner controls the product before transfer to the customers and has the ability to direct the use of and obtain substantially all of the remaining benefits from the product. In these instances, collaboration revenue is based upon the net sales reported by the Company’s collaboration partners, net of cost of goods sold and allowable expenses (e.g., manufacturing, distribution, medical affairs, selling, and marketing expenses) in the period. In order to record collaboration revenue, the Company utilizes certain information from its collaboration partner, including actual net product sales and costs incurred for sales activities, and makes key judgments based on business updates related to commercial and clinical activities such as expected commercial demand, commercial supply plan, manufacturing commitments, risks related to expired or obsolete inventories, and risks related to potential product returns or contract terminations. The Company uses these estimates to determine whether payments due to it under its collaboration arrangements, such as profit-share payments, should be recognized as revenue in the period that they become due or whether any portion of the payments due should be constrained from revenue recognition because it is not probable that recognizing such amounts will not result in a significant reversal of cumulative revenues recognized in future reporting periods. The Company has entered into a number of license and collaboration agreements that fall within the scope of ASC 606. The Company evaluates the promised goods or services in these agreements to determine which ones represent distinct performance obligations. Prior to recognizing revenue, the Company estimates the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are re-assessed each reporting period as required. These agreements may include the following types of consideration: non-refundable upfront payments, reimbursement for research and development services, research, development or regulatory milestone payments, profit-sharing arrangements, and royalty and commercial sales milestone payments. If there are multiple distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation based on their estimated standalone selling prices (“SSP”). The Company estimates the SSP for each distinct performance obligation by considering information such as market conditions, entity-specific factors, and information about its customer that is reasonably available. The Company considers estimation approaches that allow it to maximize the use of observable inputs. These estimation approaches may include the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach. The Company also considers whether to use a different estimation approach or a combination of approaches to estimate the SSP for each distinct performance obligation. Developing certain assumptions (e.g., treatable patient population, expected market share, probability of success and product profitability, and discount rate based on weighted-average cost of capital) to estimate the SSP of a distinct performance obligation requires significant judgment. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligation and recognizes revenue by measuring the progress towards complete satisfaction of the performance obligation using an input measure. For arrangements that include sales-based royalties, including commercial milestone payments based on pre-specified levels of sales, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Achievement of these royalties and commercial milestones may solely depend upon the performance of the licensee. Grant Revenue Grants received, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue when all donor-imposed conditions have been met. |
Contingent Consideration Obligations | Contingent Consideration Obligations Contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date, are remeasured each subsequent reporting period until the related contingencies are resolved and are classified as contingent consideration on the unaudited condensed consolidated balance sheets. The changes in fair values of contingent consideration related to the achievement of various milestones are recorded within research and development expenses or selling, general and administrative expenses based on the nature of the relevant underlying activities. |
New Accounting Pronouncement Not Yet Adopted | New Accounting Pronouncement Not Yet Adopted In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact the adoption of ASU 2023-09 may have on its consolidated financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on a Recurring Basis | The following tables summarize the Company’s Level 1 and Level 2 financial assets measured at fair value on a recurring basis within the fair value hierarchy as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Valuation Amortized Gross Gross Aggregate Assets: Money market funds (1) Level 1 $ 142,405 $ — $ — $ 142,405 U.S. government treasuries Level 2 986,450 112 (384) 986,178 U.S. government agency bonds and discount notes Level 2 97,634 57 (75) 97,616 Yankee bonds Level 2 10,967 — (12) 10,955 Asset-backed securities Level 2 15,849 4 (2) 15,851 Corporate bonds Level 2 236,306 74 (273) 236,107 Equity securities Level 1 N/A N/A N/A 3,927 Total financial assets $ 1,489,611 $ 247 $ (746) $ 1,493,039 ______________________________________________ (1) Includes $19.8 million of restricted cash equivalents. December 31, 2023 Valuation Amortized Gross Gross Aggregate Assets: Money market funds (1) Level 1 $ 278,187 $ — $ — $ 278,187 U.S. government treasuries Level 2 1,162,124 1,017 (80) 1,163,061 U.S. government agency bonds and discount notes Level 2 181,189 27 (50) 181,166 Equity securities Level 1 N/A N/A N/A 9,853 Total financial assets $ 1,621,500 $ 1,044 $ (130) $ 1,632,267 ______________________________________________ (1) |
Estimated Fair Value of Significant Unobservable Inputs | As of March 31, 2024, the Company calculated the estimated fair value of the remaining clinical and regulatory milestones related to tobevibart (formally as VIR-3434), an investigational subcutaneously administered HBV-neutralizing monoclonal antibody, or mAb, using the following significant unobservable inputs: Unobservable input Range (Weighted-Average) 1 Discount rates 10.9% - 11.4% (11.1%) Probability of achievement 14.4% - 60.0% (42.5%) ______________________________________________ (1) Unobservable inputs were weighted based on the relative fair value of the clinical and regulatory milestone payments. Unobservable input Value Volatility 70.0% Discount rate 10.0% Probability of achievement 29.1% |
Summary of Changes in Estimated Fair Value of Contingent Consideration | The following table sets forth the changes in the estimated fair value of the Company’s contingent consideration obligations (in thousands): Contingent Balance at December 31, 2023 $ 25,961 Changes in fair value 1,649 Balance at March 31, 2024 $ 27,610 |
Collaboration and License Agr_2
Collaboration and License Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition [Abstract] | |
Schedule of Collaboration Revenue | During the three months ended March 31, 2024 and 2023, the Company recorded profit-sharing amount, profit-sharing amount constrained, and profit-sharing amount previously constrained, released as components of collaboration revenue in the unaudited condensed consolidated statements of operations, as follows (in thousands): Three Months Ended 2024 2023 Profit-sharing amount $ (287) $ 7,236 Profit-sharing amount constrained (700) — Profit-sharing amount previously constrained, released — 39,338 Total collaboration revenue, net $ (987) $ 46,574 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment Net | Property and equipment, net consists of the following (in thousands): March 31, December 31, Laboratory equipment $ 43,955 $ 43,728 Computer equipment 2,915 2,783 Furniture and fixtures 2,887 2,887 Leasehold improvements 80,359 80,290 Construction in progress 506 226 Property and equipment, gross 130,622 129,914 Less accumulated depreciation (38,145) (33,896) Total property and equipment, net $ 92,477 $ 96,018 |
Schedule of Accrued and Other Liabilities | Accrued and other liabilities consist of the following (in thousands): March 31, December 31, Research and development expenses $ 27,314 $ 33,129 Payroll and related expenses 17,508 41,322 Operating lease liabilities, current 11,913 12,867 Excess funds payable under grant agreements 7,603 9,202 Other professional and consulting expenses 3,492 3,418 Accrued royalties 1,112 816 Net profit-sharing amount 287 — Accrued income taxes 146 149 Other accrued expenses 2,885 3,317 Total accrued and other liabilities $ 72,260 $ 104,220 |
Restructuring, Impairment and_2
Restructuring, Impairment and Other Costs (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table is a summary of restructuring related severance and other employee-related expenses incurred during the three months ended March 31, 2024 and a roll forward of accrued restructuring costs from December 31, 2023 to March 31, 2024 (in thousands). Severance and other employee-related expenses Accrued restructuring charges at December 31, 2023 $ 4,454 Restructuring charges, net Research and development — Selling, general and administrative (48) Total restructuring charges, net (48) Cash payment (2,592) Accrued restructuring charges at March 31, 2024 $ 1,814 Reconciliation of accrued restructuring charges to the condensed consolidated balance sheets Accrued and other liabilities $ 1,814 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Assumptions Used for Estimating the Fair Value of Stock Options Granted | The fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended 2024 2023 Expected term of options (in years) 6.1 6.1 Expected stock price volatility 89.2% - 89.3% 100.7% - 101.2% Risk-free interest rate 4.3% 3.4% - 4.1% Expected dividend yield — — |
Summary of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense for all awards granted to employees and non-employees and the ESPP in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended 2024 2023 Research and development $ 13,606 $ 13,353 Selling, general and administrative 10,151 12,128 Total stock-based compensation $ 23,757 $ 25,481 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following is a calculation of the basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended 2024 2023 Net loss attributable to Vir $ (65,276) $ (140,900) Weighted-average shares outstanding, basic and diluted 135,280,648 133,552,839 Net loss attributable to Vir per share, basic and diluted $ (0.48) $ (1.06) |
Schedule of Potentially Dilutive Securities Not Included in the Diluted Per Share Calculations | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Three Months Ended 2024 2023 Options issued and outstanding 12,018,822 9,135,760 Restricted shares subject to future vesting 4,521,874 3,032,073 Total 16,540,696 12,167,833 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Tax Expense Benefit And Effective Tax Rate | The table below presents our loss before (provision for) benefit from income taxes, (provision for) benefit from income taxes and effective tax rate for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended 2024 2023 Loss before (provision for) benefit from income taxes $ (65,000) $ (143,188) (Provision for) benefit from income taxes $ (276) $ 2,232 Effective tax rate (0.4 %) 1.6 % |
Organization - Additional Infor
Organization - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) platform shares | Jun. 30, 2023 | Jan. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of technology platforms | platform | 2 | |||
Aggregate offering price | $ 300 | |||
Cash, cash equivalents and investments | $ 1,510 | |||
Encentrio Therapeutics, Inc. | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of outstanding voting shares owned | 100% | |||
Encentrio Therapeutics, Inc. | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of outstanding voting shares owned | 80% | |||
Common Stock | Sales Agreement | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuance of common stock (in shares) | shares | 0 | |||
Common Stock | Sales Agreement | Maximum | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of commission rate from sale of shares | 3% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 160,711 | $ 241,576 | $ 824,913 |
Amortized Cost | 1,489,611 | 1,621,500 | |
Gross Unrealized Holding Gains | 247 | 1,044 | |
Gross Unrealized Holding Losses | (746) | (130) | |
Aggregate Fair Value | 1,493,039 | 1,632,267 | |
Level 1 | Money market funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 142,405 | 278,187 | |
Cash and cash equivalents | 142,405 | 278,187 | |
Restricted cash equivalents | 19,800 | 19,700 | |
Level 1 | Equity securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Equity securities | 3,927 | 9,853 | |
Level 2 | U.S. government treasuries | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 986,450 | 1,162,124 | |
Gross Unrealized Holding Gains | 112 | 1,017 | |
Gross Unrealized Holding Losses | (384) | (80) | |
Aggregate Fair Value | 986,178 | 1,163,061 | |
Level 2 | U.S. government agency bonds and discount notes | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 97,634 | 181,189 | |
Gross Unrealized Holding Gains | 57 | 27 | |
Gross Unrealized Holding Losses | (75) | (50) | |
Aggregate Fair Value | 97,616 | $ 181,166 | |
Level 2 | Yankee bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 10,967 | ||
Gross Unrealized Holding Gains | 0 | ||
Gross Unrealized Holding Losses | (12) | ||
Aggregate Fair Value | 10,955 | ||
Level 2 | Asset-backed securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 15,849 | ||
Gross Unrealized Holding Gains | 4 | ||
Gross Unrealized Holding Losses | (2) | ||
Aggregate Fair Value | 15,851 | ||
Level 2 | Corporate bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 236,306 | ||
Gross Unrealized Holding Gains | 74 | ||
Gross Unrealized Holding Losses | (273) | ||
Aggregate Fair Value | $ 236,107 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Write off of accrued interest receivable | $ 0 | $ 0 | |
Total net unrealized gain (loss) recorded in accumulated other comprehensive income (loss) | (500) | $ 900 | |
Brii Bio Parent | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Investment owned at fair value | 3,900 | ||
Unrealized loss | (5,900) | $ (13,100) | |
Humabs | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Estimated fair value of contingent consideration | $ 27,600 | 26,000 | |
Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Securities contractual term | 2 years | ||
Prepaid Expenses and Other Current Assets | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Accrued interest receivable excluded from fair value and amortized cost basis of available for sale securities | $ 5,700 | $ 4,000 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value of Significant Unobservable Inputs (Details) - Humabs | Mar. 31, 2024 |
Clinical and Regulatory Milestones | Probability of achievement | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.144 |
Clinical and Regulatory Milestones | Probability of achievement | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.600 |
Clinical and Regulatory Milestones | Probability of achievement | Weighted Average | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.425 |
Clinical and Regulatory Milestones | Discount rate | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.109 |
Clinical and Regulatory Milestones | Discount rate | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.114 |
Clinical and Regulatory Milestones | Discount rate | Weighted Average | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.111 |
Commercial Milestones | Probability of achievement | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.291 |
Commercial Milestones | Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.700 |
Commercial Milestones | Discount rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value contingent consideration measurement input | 0.100 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Financial Liabilities (Details) - Level 3 - Contingent Consideration Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Contingent Consideration | |
Balance at December 31, 2023 | $ 25,961 |
Changes in fair value | 1,649 |
Balance at March 31, 2024 | $ 27,610 |
Grant Agreements - Additional I
Grant Agreements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jan. 13, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Reserve for remaining estimated manufacturing expenses | $ 72,260 | $ 104,220 | ||||
Other current assets | 4,100 | 7,600 | ||||
VIR Biomedical Advanced Research and Development Authority | Grant revenue | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue from grants | 3,300 | $ 14,300 | ||||
Human Immunodeficiency Virus ('HIV') Grant | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Grant awarded amount. maximum | 49,900 | |||||
Vaccinal Antibody Grant | Grant revenue | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue from grants | 1,900 | $ 1,900 | ||||
Vaccinal Antibody Grant | Bill And Melinda Gates Foundation | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Common stock shares purchased (in shares) | 881,365 | |||||
Common stock, shares purchased price (in USD per share) | $ 45.38 | |||||
Common stock, shares purchased, aggregate purchase price | $ 40,000 | |||||
Common stock, shares issued, fair market value | $ 28,500 | |||||
Closing stock price (in USD per share) | $ 37.65 | |||||
Premium received | $ 11,300 | |||||
Deferred revenue | 14,600 | 13,100 | ||||
Reserve for remaining estimated manufacturing expenses | 7,600 | $ 9,200 | ||||
BARDA | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Base period funding | $ 55,000 | |||||
New funding | $ 50,100 | |||||
Potential future reimbursement | $ 53,300 | |||||
BARDA | development of VIR-7229 through a Phase 1 clinical trial | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
New funding | 40,000 | |||||
BARDA | New Monoclonal Antibody Discovery | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
New funding | 10,100 | |||||
BARDA | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Maximum grant amount to be received | $ 1,000,000 | |||||
Additional funding | $ 11,200 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Feb. 21, 2024 | Feb. 08, 2023 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 program | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Liability balance for the share of the remaining manufacturing expenses | $ 72,260 | $ 104,220 | ||||
Research and development | 100,125 | $ 157,643 | ||||
Total revenues | 56,376 | 62,957 | ||||
Contract revenue | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Total revenues | 52,191 | 138 | ||||
2020 GSK | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Payments to GSK | $ 341,400 | |||||
Liability balance for the share of the remaining manufacturing expenses | 700 | |||||
Research and development | 2,800 | $ 7,300 | ||||
Preliminary Collaboration Agreement | 2020 GSK | Antibody Program | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Percentage of development costs | 72.50% | |||||
2021 Collaboration Agreement | 2021 GSK | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Number of separate programs | program | 3 | |||||
2021 GSK Collaboration | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Percentage of share development costs | 50% | |||||
Percentage of share profit and loss | 50% | |||||
2021 GSK Collaboration | Contract revenue | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Total revenues | $ 51,700 |
Collaboration and License Agr_4
Collaboration and License Agreements - Collaboration Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Profit-sharing amount | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Total collaboration revenue, net | $ (287) | $ 7,236 |
Profit-sharing amount constrained | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Total collaboration revenue, net | (700) | 0 |
Profit-sharing amount previously constrained, released | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Total collaboration revenue, net | 0 | 39,338 |
Collaboration revenue | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Total collaboration revenue, net | $ (987) | $ 46,574 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 130,622 | $ 129,914 |
Less accumulated depreciation | (38,145) | (33,896) |
Total property and equipment, net | 92,477 | 96,018 |
Laboratory equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 43,955 | 43,728 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,915 | 2,783 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,887 | 2,887 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 80,359 | 80,290 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 506 | $ 226 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation | $ 4.4 | $ 5.5 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Research and development expenses | $ 27,314 | $ 33,129 |
Payroll and related expenses | $ 17,508 | $ 41,322 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total accrued and other liabilities | Total accrued and other liabilities |
Operating lease liabilities, current | $ 11,913 | $ 12,867 |
Excess funds payable under grant agreements | 7,603 | 9,202 |
Other professional and consulting expenses | 3,492 | 3,418 |
Accrued royalties | 1,112 | 816 |
Net profit-sharing amount | 287 | 0 |
Accrued income taxes | 146 | 149 |
Other accrued expenses | 2,885 | 3,317 |
Total accrued and other liabilities | $ 72,260 | $ 104,220 |
Restructuring, Impairment and_3
Restructuring, Impairment and Other Costs - Additional Information (Details) $ in Millions | 1 Months Ended | 12 Months Ended |
Dec. 31, 2023 USD ($) position | Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Number of positions eliminated | position | 75 | |
Percentage of positions eliminated | 12% | |
Severance costs | $ 5.9 | |
Restructuring reserve | $ 4.5 | 4.5 |
Asset impairment charges | 7.7 | |
Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Additional charges related to restructuring | 25 | 25 |
Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Additional charges related to restructuring | $ 35 | 35 |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 4 | |
Asset impairment charges | 5.6 | |
Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 1.9 | |
Asset impairment charges | $ 2.1 |
Restructuring, Impairment and_4
Restructuring, Impairment and Other Costs - Schedule of Restructuring (Details) - Severance and other employee-related expenses $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance, accrued restructuring charges | $ 4,454 |
Restructuring charges, net | (48) |
Cash payment | (2,592) |
Ending balance, accrued restructuring charges | 1,814 |
Reconciliation of accrued restructuring charges to the condensed consolidated balance sheets | |
Accrued restructuring charges | 1,814 |
Research and development | |
Restructuring Reserve [Roll Forward] | |
Restructuring charges, net | 0 |
Selling, general and administrative | |
Restructuring Reserve [Roll Forward] | |
Restructuring charges, net | $ (48) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Tobevibart Agreements | |
Commitments And Contingencies [Line Items] | |
Unpaid noncancellable commitments | $ 20 |
Related Party Transactions (Det
Related Party Transactions (Details) | Mar. 31, 2024 director |
Related Party Transactions [Abstract] | |
Number of directors | 1 |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Assumptions Used for Estimating the Fair Value of Stock Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term of options (in years) | 6 years 1 month 6 days | |
Expected stock price volatility, minimum | 89.20% | 100.70% |
Expected stock price volatility, maximum | 89.30% | 101.20% |
Risk-free interest rate, minimum | 3.40% | |
Risk-free interest rate, maximum | 4.30% | 4.10% |
Expected dividend yield (percentage) | 0% | 0% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term of options (in years) | 6 years 1 month 6 days |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 23,757 | $ 25,481 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 13,606 | 13,353 |
Selling, general and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 10,151 | $ 12,128 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Income (loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Vir | $ (65,276) | $ (140,900) |
Weighted-average shares outstanding, diluted (in shares) | 135,280,648 | 133,552,839 |
Weighted-average shares outstanding, basic (in shares) | 135,280,648 | 133,552,839 |
Net loss per share attributable to Vir, diluted (in USD per share) | $ (0.48) | $ (1.06) |
Net loss per share attributable to Vir, basic (in USD per share) | $ (0.48) | $ (1.06) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 16,540,696 | 12,167,833 |
Options issued and outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 12,018,822 | 9,135,760 |
Restricted shares subject to future vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 4,521,874 | 3,032,073 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Loss before (provision for) benefit from income taxes | $ (65,000) | $ (143,188) |
(Provision for) benefit from income taxes | $ (276) | $ 2,232 |
Effective tax rate | (0.40%) | 1.60% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 13.9 | $ 13.6 |