Current Report Filing (8-k)
July 03 2019 - 3:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) July 2, 2019
Arbutus Biopharma Corporation
(Exact name of registrant as specified in
charter)
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British Columbia, Canada
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001-34949
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98-0597776
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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701 Veterans Circle
Warminster, Pennsylvania
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18974
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(Address of principal executive offices)
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(Zip Code)
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(604) 419-3200
Registrant’s
telephone number, including area code
_________________________________
(Former name
or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, no par value
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ABUS
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the
Exchange Act.
☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On July 2, 2019, Arbutus Biopharma Corporation
(“Arbutus”) entered into a Purchase and Sale Agreement (the “Agreement”) with OCM IP Healthcare Portfolio
LP, an affiliate of the Ontario Municipal Employees Retirement System (collectively, “OMERS”), pursuant to which Arbutus
sold to OMERS part of its royalty interest on future global net sales of ONPATTRO™ (patisiran), an RNA interference therapeutic
currently being sold by Alnylam Pharmaceuticals, Inc. (“Alnylam”).
ONPATTRO utilizes Arbutus’ lipid
nanoparticle (“LNP”) technology, which was licensed to Alnylam pursuant to that certain Cross-License Agreement, dated
November 12, 2012, by and between Arbutus and Alnylam (the “LNP License Agreement”).
Under the terms of the LNP License Agreement,
Arbutus is entitled to tiered royalty payments on net sales of ONPATTRO ranging from 1.00% - 2.33% after offsets, with the highest
tier applicable to annual net sales above $500 million. This royalty interest has been sold to OMERS, effective as of January 1,
2019, for $20 million in gross proceeds before advisory fees. OMERS will retain this entitlement until it has received $30 million
in royalties, at which point 100% of such royalty interest on future global net sales of ONPATTRO will revert to Arbutus.
The description of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which will be filed
as an exhibit to Arbutus’ Quarterly Report on Form 10-Q for the three months ended June 30, 2019.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Arbutus Biopharma Corporation
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Date: July 3, 2019
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By:
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/s/ David C. Hastings
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Name:
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David C. Hastings
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Title:
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Chief Financial Officer
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