As filed with the Securities and Exchange Commission on February 26, 2025
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549     

Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Vir Biotechnology, Inc.
(Exact name of registrant as specified in its charter)

Delaware 81-2730369
(State or other jurisdiction of
incorporation or organization)
 
(IRS employer
identification number)
1800 Owens Street, Suite 900
San Francisco, California
 94158
(Address of Principal Executive Offices) (Zip Code)
2019 Equity Incentive Plan
2019 Employee Stock Purchase Plan
(Full titles of the plans)
Marianne De Backer, M.Sc., Ph.D., MBA
Chief Executive Officer
Vir Biotechnology, Inc.
1800 Owens Street, Suite 900
San Francisco, California 94158
(Name and address of agent for service)
(415) 906-4324
(Telephone number, including area code, of agent for service)
Copies to:
Alexa Belonick
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
550 Allerton Street
Redwood City, California 94063
(650) 321-2400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



STATEMENT OF INCORPORATION BY REFERENCE
Vir Biotechnology, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 6,847,707 shares of common stock, par value $0.0001 per share, of the Registrant (the “Common Stock”) under the Vir Biotechnology, Inc. 2019 Equity Incentive Plan (the “Incentive Plan”) and an additional 1,369,541 shares of Common Stock under the Vir Biotechnology, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), pursuant to the provisions of each plan which provide for annual automatic increases in the number of shares of Common Stock reserved for issuance under each plan. In each case, the additional shares are of the same class as other securities for which a Registration Statement on Form S-8 relating to the Incentive Plan and the ESPP has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of:

•the Registration Statement on Form S-8, File No. 333-234212, filed with the Securities and Exchange Commission (the “Commission”) on October 15, 2019 by the Registrant relating to the Incentive Plan and the ESPP,
•the Registration Statement on Form S-8, File No. 333-237410, filed with the Commission on March 26, 2020 by the Registrant relating to the Incentive Plan and the ESPP,
•the Registration Statement on Form S-8, File No. 333-253547, filed with the Commission on February 25, 2021 by the Registrant relating to the Incentive Plan and the ESPP,
•the Registration Statement on Form S-8, File No. 333-263088, filed with the Commission on February 28, 2022 by the Registrant relating to the Incentive Plan and the ESPP,
•the Registration Statement on Form S-8, File No. 333-270108, filed with the Commission on February 28, 2023 by the Registrant relating to the Incentive Plan and the ESPP, and
•the Registration Statement on Form S-8, File No. 333-277358, filed with the Commission on February 26, 2024 by the Registrant relating to the Incentive Plan and the ESPP,
except in each case with respect to “Item 8. Exhibits” thereof.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits to this Registration Statement are listed below:

Exhibit Number
Exhibit Description
4.1
4.2
4.3
4.4
4.5
4.6
4.7
5.1*
23.1*
23.2*
24.1*
107*
*Filed herewith


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 26, 2025.

Vir Biotechnology, Inc.
By:/s/ Marianne De Backer
Marianne De Backer, M.Sc., Ph.D., MBA
Chief Executive Officer and Director


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marianne De Backer, M.Sc., Ph.D., MBA, Jason O’Byrne. MBA, and Vanina de Verneuil, J.D., and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Marianne De Backer
Chief Executive Officer and Director
(Principal Executive Officer)
February 26, 2025
Marianne De Backer, M.Sc., Ph.D., MBA
/s/ Jason O’Byrne
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 26, 2025
Jason O’Byrne, MBA
/s/ Brent SabatiniSenior Vice President and Chief Accounting OfficerFebruary 26, 2025
Brent Sabatini, CPA, MBA
(Principal Accounting Officer)
/s/ Vicki SatoChairman of the Board of DirectorsFebruary 26, 2025
Vicki Sato, Ph.D.
/s/ Norbert BischofbergerDirectorFebruary 26, 2025
Norbert Bischofberger, Ph.D.
/s/ Ramy FaridDirectorFebruary 26, 2025
Ramy Farid, Ph.D.
/s/ Jeffrey S. HatfieldDirectorFebruary 26, 2025
Jeffrey S. Hatfield
/s/ Robert MoreDirectorFebruary 26, 2025
Robert More
/s/ Janet NapolitanoDirectorFebruary 26, 2025
Janet Napolitano
/s/ Robert NelsenDirectorFebruary 26, 2025
Robert Nelsen
/s/ Saira RamasastryDirectorFebruary 26, 2025
Saira Ramasastry
/s/ George ScangosDirectorFebruary 26, 2025
George Scangos, Ph.D.
/s/ Elliott SigalDirectorFebruary 26, 2025
Elliott Sigal, M.D., Ph.D.


Exhibit 5.1

image_0a.jpg
image_1a.jpg
February 26, 2025

Vir Biotechnology, Inc.
1800 Owens Street, Suite 900
San Francisco, CA 94158
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) to be filed by Vir Biotechnology, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 8,217,248 shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”), that are subject to issuance by the Company (i) upon the exercise or settlement of awards to be granted under the Vir Biotechnology, Inc. 2019 Equity Incentive Plan; and (ii) upon the exercise of purchase rights to acquire Shares under the Vir Biotechnology, Inc. 2019 Employee Stock Purchase Plan. The Vir Biotechnology, Inc. 2019 Equity Incentive Plan and Vir Biotechnology, Inc. 2019 Employee Stock Purchase Plan are collectively referred to in this letter as the “Plans.”
In connection with this opinion, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans. We have also examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Based upon and subject to the foregoing, we advise you that, in our opinion, when the Shares have been issued pursuant to the applicable provisions of the Plans and pursuant to the agreements which accompany the Plans, and in accordance with the Registration Statement, such Shares will be validly issued, fully paid and nonassessable.


Vir Biotechnology, Inc.
February 26, 2025
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2019 Equity Incentive Plan and the 2019 Employee Stock Purchase Plan of Vir Biotechnology, Inc. of our reports dated February 26, 2025, with respect to the consolidated financial statements of Vir Biotechnology, Inc. and the effectiveness of internal control over financial reporting of Vir Biotechnology, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

/s/ Ernst & Young, LLP
San Mateo, California
February 26, 2025




0001706431Vir Biotechnology, Inc.S-8S-8EX-FILING FEES0.00015310.0001531xbrli:sharesiso4217:USDxbrli:pure000170643112025-02-272025-02-27000170643122025-02-272025-02-2700017064312025-02-272025-02-27
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Vir Biotechnology, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Fee Rate
Amount of
Registration Fee
EquityCommon Stock, $0.0001 par value per shareOther
6,847,707 shares(2)
$9.78(4)
$66,970,574.46(4)
$153.10
per
$1,000,000
$10,253.20
EquityCommon Stock, $0.0001 par value per shareOther
1,369,541 shares(3)
$8.32(5)
$11,394,581.12(5)
$153.10
per
$1,000,000
$1,744.52
Total Offering Amounts—$78,365,155.58—$11,997.72
Total Fee Offsets————
Net Fee Due———$11,997.72

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock that become issuable under the Vir Biotechnology, Inc. 2019 Equity Incentive Plan (the “Incentive Plan”) or the Vir Biotechnology, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of Vir Biotechnology, Inc.’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).
(2)Represents additional shares of Common Stock reserved for issuance under the Incentive Plan as a result of the automatic increase in shares reserved thereunder on January 1, 2025, pursuant to the terms of the Incentive Plan. The Incentive Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the Incentive Plan on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to the lesser of (a) 5% of the total number of shares of Vir Biotechnology, Inc.’s capital stock outstanding on December 31 of the preceding calendar year and (b) a number of shares of Common Stock designated by action of Vir Biotechnology, Inc.’s board of directors prior to the first day of any calendar year.
(3)Represents additional shares of Common Stock reserved for issuance under the ESPP as a result of the automatic increase in shares reserved thereunder on January 1, 2025, pursuant to the terms of the ESPP. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to the lesser of: (a) 1% of the total number of shares of Vir Biotechnology, Inc.’s capital stock outstanding on December 31 of the preceding calendar year; (b) 2,700,000 shares of Common Stock and (c) a number of shares of Common Stock designated by action of Vir Biotechnology, Inc.’s board of directors prior to the first day of any calendar year.
(4)Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of Vir Biotechnology, Inc.’s common stock as reported on The Nasdaq Global Select Market on February 20, 2025.
(5)Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sales prices of Vir Biotechnology, Inc.’s common stock as reported on The Nasdaq Global Select Market on February 20, 2025, multiplied by 85%, which is the percentage of the price per share applicable to purchasers under the ESPP.



v3.25.0.1
Submission
Feb. 27, 2025
Submission [Line Items]  
Central Index Key 0001706431
Registrant Name Vir Biotechnology, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 27, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.0001 par value per share
Amount Registered | shares 6,847,707
Proposed Maximum Offering Price per Unit 9.78
Maximum Aggregate Offering Price $ 66,970,574.46
Fee Rate 0.01531%
Amount of Registration Fee $ 10,253.2
Offering Note Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock that become issuable under the Vir Biotechnology, Inc. 2019 Equity Incentive Plan (the “Incentive Plan”) or the Vir Biotechnology, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of Vir Biotechnology, Inc.’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).Represents additional shares of Common Stock reserved for issuance under the Incentive Plan as a result of the automatic increase in shares reserved thereunder on January 1, 2025, pursuant to the terms of the Incentive Plan. The Incentive Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the Incentive Plan on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to the lesser of (a) 5% of the total number of shares of Vir Biotechnology, Inc.’s capital stock outstanding on December 31 of the preceding calendar year and (b) a number of shares of Common Stock designated by action of Vir Biotechnology, Inc.’s board of directors prior to the first day of any calendar year.Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of Vir Biotechnology, Inc.’s common stock as reported on The Nasdaq Global Select Market on February 20, 2025.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.0001 par value per share
Amount Registered | shares 1,369,541
Proposed Maximum Offering Price per Unit 8.32
Maximum Aggregate Offering Price $ 11,394,581.12
Fee Rate 0.01531%
Amount of Registration Fee $ 1,744.52
Offering Note Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock that become issuable under the Vir Biotechnology, Inc. 2019 Equity Incentive Plan (the “Incentive Plan”) or the Vir Biotechnology, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of Vir Biotechnology, Inc.’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).Represents additional shares of Common Stock reserved for issuance under the ESPP as a result of the automatic increase in shares reserved thereunder on January 1, 2025, pursuant to the terms of the ESPP. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to the lesser of: (a) 1% of the total number of shares of Vir Biotechnology, Inc.’s capital stock outstanding on December 31 of the preceding calendar year; (b) 2,700,000 shares of Common Stock and (c) a number of shares of Common Stock designated by action of Vir Biotechnology, Inc.’s board of directors prior to the first day of any calendar year.Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sales prices of Vir Biotechnology, Inc.’s common stock as reported on The Nasdaq Global Select Market on February 20, 2025, multiplied by 85%, which is the percentage of the price per share applicable to purchasers under the ESPP.
v3.25.0.1
Fees Summary
Feb. 27, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 78,365,155.58
Total Fee Amount 11,997.72
Total Offset Amount 0
Net Fee $ 11,997.72
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