Vir Biotechnology (VIR) risk factors, FY2025 10-K

Vir Biotechnology's FY2025 10-K, filed Feb 23, 2026, lists 50 risk factors in 7 groups. Against the prior year's 54: 4 dropped, 23 substantially reworded.

Risk factors listed
507 groups
New this year
0vs 54 last year
Dropped
4since the prior 10-K
Substantially reworded
23of those kept
Section length
25k wordsItem 1A

What the changes say

  • Net operating loss carryforwards rose to $1.2 billion federally, while the accumulated deficit reached $1.2 billion.
  • Vir now highlights dependence on multiple third parties for raw materials, manufacturing processes, and clinical and commercial supplies.
  • Sotrovimab’s COVID-19 revenue risk was removed after the FDA revoked its EUA and Vir and GSK abandoned a BLA.
  • Competition risks now include shortages of infectious-disease clinical investigators, trial participants, and future prescriptions.

What changed since the prior 10-K

Dropped

  • DroppedRisks Related to Our Financial Position and Capital Needs

    We do not expect meaningful future revenue from the sale of sotrovimab for the treatment of COVID-19, even if it were reauthorized by the FDA

  • DroppedRisks Related to Development and Commercialization

    marketing clinical trials. Furthermore, these authorities may not approve or authorize the labeling that we believe is necessary or desirable for the successful commercialization of our product candidates

  • DroppedRisks Related to Development and Commercialization

    Regulatory incentives to develop products for treatment of infectious diseases may lead to increased competition for clinical investigators and clinical trial subjects, as well as for future prescriptions, if any of our product candidates are successfully developed and approved

  • DroppedRisks Related to Ownership of Our Common Stock

    Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholders may prevent new investors from influencing significant corporate decisions

Reworded

  • 92% rewrittenRisks Related to Development and Commercialization

    We face substantial competition, which may result in others developing or commercializing products before or more successfully than we do

    Adds that infectious-disease incentives could increase competition for clinical investigators, trial subjects, and future prescriptions.

  • 78% rewrittenRisks Related to Ownership of Our Common Stock

    We have incurred and we will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives

    Removes political-environment and regulatory-reform risks, while adding stockholder activism and litigation costs, including more expensive director and officer insurance.

  • 70% rewrittenRisks Related to Our Business Operations, Employee Matters and Managing Growth

    Our ability to use our net operating losses, or NOLs, to offset future taxable income may be subject to certain limitations

    Federal NOLs increased from $645.3 million to $1.2 billion, state NOLs declined to $446.4 million, and state expiration moved from 2031 to 2037.

  • 64% rewrittenRisks Related to Our Dependence on Third Parties

    We rely on third parties to produce clinical and future commercial supplies of our product candidates. There could be delays or supply shortages beyond our control limiting our access to clinical and future commercial supplies

    Expands the risk to multiple third parties, raw materials and components, and future commercial supplies, while specifying monoclonal antibodies, siRNAs, and TCEs.

    Was: We rely on third parties to produce clinical supplies of our product candidates. There could be delays or supply shortages beyond our control limiting our access to clinical supplies

  • 62% rewrittenRisks Related to Our Financial Position and Capital Needs

    We have incurred net losses and anticipate that we will continue to incur net losses in the foreseeable future

    Annual net loss declined to $438.0 million from $522.0 million, but accumulated deficit increased to $1.2 billion.

  • 53% rewrittenRisks Related to Development and Commercialization

    Clinical product development involves a lengthy and expensive process. We may incur additional costs and encounter substantial delays or difficulties in our clinical studies

    Shortens the wording and frames failure or substantial delay as possible in any clinical study and at any testing stage.

  • 52% rewrittenRisks Related to Regulatory Compliance

    Coverage and adequate reimbursement may not be available for any product candidates that we commercialize, which could make it difficult for us to sell profitably

    Adds coverage conditions and says commercial payors may rely on Medicare or Medicaid policies, not only Medicare policies.

    Was: If we obtain regulatory approval in the United States, coverage and adequate reimbursement may not be available for any product candidates that we commercialize, which could make it difficult for us to sell profitably

  • 49% rewrittenRisks Related to Development and Commercialization

    Our product candidates, if approved, may fail to achieve adoption by physicians, patients, third-party payors, clinical guidelines or others in the healthcare community necessary for commercial success

    Adds clinical guidelines to the groups whose adoption may be necessary for commercial success and slightly tightens the market-acceptance wording.

    Was: Even if any of our product candidates receive marketing approval, they may fail to achieve adoption by physicians, patients, third-party payors or others in the medical community necessary for commercial success

  • 40% rewrittenRisks Related to Development and Commercialization

    We are developing, and in the future may develop, product candidates in combination with other therapies, which exposes us to additional risks

  • 39% rewrittenRisks Related to Regulatory Compliance

    Healthcare legislative, administrative and other reform measures may have a negative impact on our business, financial condition, results of operations and prospects

    Was: Healthcare legislative reform measures may have a negative impact on our business, financial condition, results of operations and prospects

  • 39% rewrittenRisks Related to Our Business Operations, Employee Matters and Managing Growth

    Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses

  • 39% rewrittenRisks Related to Ownership of Our Common Stock

    If research analysts publish unfavorable research or reports about us, our business or our market, our stock price and trading volume could decline

  • 37% rewrittenRisks Related to Our Financial Position and Capital Needs

    We may require substantial additional funding to finance our operations. If we are unable to raise capital when needed, we could be forced to delay, reduce or terminate certain of our research and development programs or other operations

  • 35% rewrittenRisks Related to Development and Commercialization

    Our product candidates, if approved, will remain subject to ongoing regulatory oversight and potential enforcement actions

    Was: Even if we obtain regulatory approvals for our product candidates, they will remain subject to ongoing regulatory oversight and potential enforcement actions

  • 35% rewrittenRisks Related to Development and Commercialization

    The development of additional product candidates is risky and uncertain, and we can provide no assurances that we will be able to successfully develop the additional product candidates we identify or replicate our approach for other diseases

  • 34% rewrittenRisks Related to Regulatory Compliance

    Any product candidates for which we intend to seek approval may face competition sooner than anticipated

  • 32% rewrittenRisks Related to Our Intellectual Property

    The potential exercise by the Gates Foundation of its licenses to certain of our intellectual property and its development and commercialization of products that we are also developing and commercializing could have an adverse impact on our market position

  • 31% rewrittenRisks Related to Development and Commercialization

    If these or other risks from our current or potential future strategic collaborations and licenses occur, our business, financial condition, results of operations or prospects could be harmed

  • 31% rewrittenRisks Related to Ownership of Our Common Stock

    If we fail to develop or maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in us and the trading price of our common stock may decline

  • 28% rewrittenRisks Related to Our Business Operations, Employee Matters and Managing Growth

    We are highly dependent on our key personnel, and if we are not able to retain these members of our management team or recruit and retain additional management, clinical and scientific personnel, our business could be harmed

  • 28% rewrittenRisks Related to Our Business Operations, Employee Matters and Managing Growth

    We have in the past and may in the future acquire or invest in other companies or technologies, which could divert management’s attention from our core business, result in dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results

    Was: We have in the past and may in the future acquire or invest in other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results

  • 23% rewrittenRisks Related to Our Dependence on Third Parties

    Changes in U.S. and international trade policies may adversely impact our business and operating results

  • 21% rewrittenRisks Related to Development and Commercialization

    Negative developments and negative public opinion of new technologies on which we rely may damage public perception of our product candidates or adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates

All 50 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Financial Position and Capital Needs

  1. 01We have incurred net losses and anticipate that we will continue to incur net losses in the foreseeable future62% rewritten
  2. 02We expect to continue to incur significant expenses and net losses in the foreseeable future as we develop our product candidates and technology platforms
  3. 03Our limited commercialization history may make it difficult for you to evaluate the success of our business to date and to assess our future viability
  4. 04We may require substantial additional funding to finance our operations. If we are unable to raise capital when needed, we could be forced to delay, reduce or terminate certain of our research and development programs or other operations37% rewritten
  5. 05Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our product candidates

Risks Related to Development and Commercialization

  1. 06The development of additional product candidates is risky and uncertain, and we can provide no assurances that we will be able to successfully develop the additional product candidates we identify or replicate our approach for other diseases35% rewritten
  2. 07We are developing, and in the future may develop, product candidates in combination with other therapies, which exposes us to additional risks40% rewritten
  3. 08Interim, “top-line” and preliminary data from our clinical studies that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data
  4. 09Clinical product development involves a lengthy and expensive process. We may incur additional costs and encounter substantial delays or difficulties in our clinical studies53% rewritten
  5. 10Enrollment and retention of patients in clinical studies is an expensive and time-consuming process and could be delayed, made more difficult or rendered impossible by factors outside our control
  6. 11Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit their commercial potential or result in significant negative consequences following any potential marketing approval
  7. 12If these or other risks from our current or potential future strategic collaborations and licenses occur, our business, financial condition, results of operations or prospects could be harmed31% rewritten
  8. 13If the market opportunities for our product candidates are smaller than we believe they are or any approval we obtain is based on a narrower definition of the patient population, our business may suffer
  9. 14We face substantial competition, which may result in others developing or commercializing products before or more successfully than we do92% rewritten
  10. 15Our product candidates, if approved, may fail to achieve adoption by physicians, patients, third-party payors, clinical guidelines or others in the healthcare community necessary for commercial success49% rewritten
  11. 16Our product candidates, if approved, will remain subject to ongoing regulatory oversight and potential enforcement actions35% rewritten
  12. 17We may never obtain approval for our product candidates outside of the United States, which would limit our market opportunities
  13. 18Negative developments and negative public opinion of new technologies on which we rely may damage public perception of our product candidates or adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates21% rewritten
  14. 19Product liability lawsuits against us could cause us to incur substantial liabilities and could limit commercialization of any product candidate that we may develop. In addition, our insurance policies may be inadequate and potentially expose us to unrecoverable risks

Risks Related to Regulatory Compliance

  1. 20Any product candidates for which we intend to seek approval may face competition sooner than anticipated34% rewritten
  2. 21Coverage and adequate reimbursement may not be available for any product candidates that we commercialize, which could make it difficult for us to sell profitably52% rewritten
  3. 22Healthcare legislative, administrative and other reform measures may have a negative impact on our business, financial condition, results of operations and prospects39% rewritten
  4. 23We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal and/or civil liability and harm our business

Risks Related to Our Dependence on Third Parties

  1. 24We rely on third parties to produce clinical and future commercial supplies of our product candidates. There could be delays or supply shortages beyond our control limiting our access to clinical and future commercial supplies64% rewritten
  2. 25Changes in U.S. and international trade policies may adversely impact our business and operating results23% rewritten
  3. 26Our business involves the use of hazardous materials, and we and our third-party suppliers and CDMOs must comply with environmental, health and safety laws and regulations, which can be expensive and restrict how we do, or interrupt our, business
  4. 27We rely on third parties to conduct, supervise and monitor our preclinical and clinical studies, and if those third parties perform in an unsatisfactory manner, it may harm our business

Risks Related to Our Intellectual Property

  1. 28If we breach our license agreements or any of the other agreements under which we acquired, or will acquire, the intellectual property rights to our product candidates, we could lose the ability to continue the development and commercialization of the related product candidates
  2. 29Obtaining and maintaining our patent rights depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements
  3. 30Patent terms may be inadequate to protect the competitive position of our product candidates or any products approved in the future for an adequate amount of time and additional competitors could enter the market with generic or biosimilar versions of such products
  4. 31Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a negative impact on the success of our business
  5. 32We may be subject to claims asserting that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property
  6. 33We may not be able to protect our intellectual property rights throughout the world, which could negatively impact our business
  7. 34If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
  8. 35Any trademarks we may obtain may be infringed or successfully challenged, resulting in harm to our business
  9. 36The potential exercise by the Gates Foundation of its licenses to certain of our intellectual property and its development and commercialization of products that we are also developing and commercializing could have an adverse impact on our market position32% rewritten

Risks Related to Our Business Operations, Employee Matters and Managing Growth

  1. 37We are highly dependent on our key personnel, and if we are not able to retain these members of our management team or recruit and retain additional management, clinical and scientific personnel, our business could be harmed28% rewritten
  2. 38We have in the past and may in the future acquire or invest in other companies or technologies, which could divert management’s attention from our core business, result in dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results28% rewritten
  3. 39Our success depends on our ability to manage our growth
  4. 40Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses39% rewritten
  5. 41Our employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, insider trading laws, or contractual obligations
  6. 42Our ability to use our net operating losses, or NOLs, to offset future taxable income may be subject to certain limitations70% rewritten

Risks Related to Ownership of Our Common Stock

  1. 43Our financial condition and results of operations may fluctuate from quarter to quarter and year to year, which makes them difficult to predict
  2. 44The market price of our common stock has been, and in the future, may be, volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock
  3. 45If research analysts publish unfavorable research or reports about us, our business or our market, our stock price and trading volume could decline39% rewritten
  4. 46Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain
  5. 47We have incurred and we will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives78% rewritten
  6. 48If we fail to develop or maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in us and the trading price of our common stock may decline31% rewritten
  7. 49Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States
  8. 50Provisions in our corporate charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management

Other Vir Biotechnology 10-Ks

  • FY2024 10-K risk factors
    54 risks

    Clinical stage biotechnology company developing treatments for infectious diseases and other serious conditions with ongoing net losses.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.