Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information for Common Stock
Our common stock has been listed on The Nasdaq Global Select Market under the symbol “VIR” since October 11, 2019. Prior to that date, there was no public trading market for our common stock. As a result, we have not set forth information with respect to the high and low prices of our common stock for any full fiscal quarter within the two most recent fiscal years. The high and low closing sales price of our common stock for the period from October 11, 2019 to December 31, 2020 was $75.00 and $11.65, respectively.
On February 22, 2021, the closing sale price of our common stock was $68.77.
Holders of Record
As of February 22, 2021, there were approximately 157 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Dividend Policy
We currently intend to retain future earnings, if any, for use in operation of our business and to fund future growth. We have never declared or paid any cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.
Stock Performance Graph
The following graph shows the total stockholder’s return on an investment of $100 in cash at market close on October 11, 2019 (the first day of trading of our common stock), through December 31, 2020 for (i) our common stock, (ii) the Nasdaq Composite Index and (iii) the Nasdaq Biotechnology Index. Pursuant to applicable Securities and Exchange Commission rules, all values assume reinvestment of the full amount of all dividends, however, no dividends have been declared on our common stock to date. The stockholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder return. This graph shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
108
VIR
Nasdaq
Composite
Index
Nasdaq
Biotechnology
Index
10/11/2019
$
100.00
$
100.00
$
100.00
10/31/2019
$
100.57
$
102.92
$
106.95
12/31/2019
$
89.69
$
111.36
$
120.19
3/31/2020
$
244.44
$
95.57
$
107.67
6/30/2020
$
292.23
$
124.84
$
136.40
9/30/2020
$
244.86
$
138.61
$
135.11
12/31/2020
$
191.01
$
159.96
$
151.06
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in PART III Item 12 of this Annual Report on Form 10-K.
Use of Proceeds from Registered Securities
On October 10, 2019, we completed the IPO and issued 7,142,858 shares of our common stock at an initial offering price of $20.00 per share. We received net proceeds from the IPO of approximately $126.4 million, after deducting underwriting discounts and commissions of approximately $10.0 million and expenses of approximately $6.4 million. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to their associates. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Cowen and Company, LLC and Barclays Capital Inc. acted as book-running managers for the IPO.
Shares of our common stock began trading on The Nasdaq Global Select Market on October 11, 2019. The offer and sale of the shares were registered under the Securities Act on Registration Statement on Form S-1 (Registration No. 333-233604), which was declared effective on October 10, 2019.
On July 10, 2020, we issued and sold 8,214,285 shares of our common stock pursuant to a Registration Statement on Form S-1 (File No. 333-239689) and a registration statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (File No. 333-239747) (collectively, the “Registration Statements”). The Registration Statements became effective on July 7, 2020. The price of the shares sold in the follow-on offering was $42.00 per share and we received total gross proceeds from the offering of approximately $345.0 million. After deducting underwriting discounts and commissions of $20.7 million and offering expenses of $1.1 million, the net proceeds were $323.2 million.
There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on October 11, 2019, pursuant to Rule 424(b)(4), and from our follow-on offering as described in our S-1 filed with the SEC on July 6, 2020, pursuant to Rule 462(b). We invested the funds received in cash equivalents and other marketable securities in accordance with our investment policy.
Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
None.
Item 6. Selected Financial Data.
You should read the following selected consolidated financial data together with the information under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included in this Form 10-K. The consolidated statement of operations data for each of the years ended December 31, 2020, 2019 and 2018 and the consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements included elsewhere in this Form 10-K. The selected consolidated statement of operations data for the year ended December 31, 2017 and consolidated balance sheet data as of December 31,
109
2018 and 2017 are derived from our audited consolidated financial statements which are not included in this Annual Report on Form 10-K. Our historical results of any prior periods are not necessar il y indicative of results to be expected in any future period.
Consolidated Statement of Operations Data:
Year Ended December 31,
2020
2019
2018
2017
(in thousands, except share and per share data)
Revenue:
Grant revenue
$
9,123
$
7,380
$
9,800
$
2,559
License revenue from a related party
22,747
—
—
—
Contract revenue
44,498
711
868
149
Total revenue
76,368
8,091
10,668
2,708
Operating expenses:
Research and development
302,411
148,472
100,229
62,512
General and administrative
70,937
37,598
29,131
21,693
Total operating expenses
373,348
186,070
129,360
84,205
Loss from operations
(296,980
)
(177,979
)
(118,692
)
(81,497
)
Other income (expense):
Interest income
2,836
8,511
2,540
638
Other income (expense), net
(4,467
)
(5,061
)
(212
)
83
Total other income (expense)
(1,631
)
3,450
2,328
721
Loss before (provision for) benefit from income taxes
(298,611
)
(174,529
)
(116,364
)
(80,776
)
(Provision for) benefit from income taxes
(54
)
(154
)
480
10,924
Net loss
$
(298,665
)
$
(174,683
)
$
(115,884
)
$
(69,852
)
Net loss per share, basic and diluted (1)
$
(2.51
)
$
(5.76
)
$
(15.12
)
$
(32.45
)
Weighted-average shares outstanding, basic and
diluted (1)
119,159,424
30,349,920
7,666,463
2,152,273
(1)
See Notes 2 and 14 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for an explanation of the calculations of our basic and diluted net loss per share and the weighted-average number of shares outstanding used in the computation of the per share amounts.
Consolidated Balance Sheet Data:
As of December 31,
2020
2019
2018
2017
(in thousands)
Cash, cash equivalents and short-term investments
$
736,861
$
383,436
$
98,443
$
187,918
Long-term investments
—
24,290
—
—
Working capital
673,301
343,789
77,875
179,912
Total assets
918,761
512,071
191,596
251,566
Convertible preferred stock warrant liability
—
—
1,024
929
Convertible preferred stock
—
—
309,137
292,525
Accumulated deficit
(667,184
)
(368,519
)
(193,836
)
(77,952
)
Total stockholders’ equity (deficit)
716,852
423,942
(179,177
)
(68,916
)
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