Current Report Filing (8-k)
March 04 2021 - 4:13PM
Edgar (US Regulatory)
0001447028
false
0001447028
2021-03-04
2021-03-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 4, 2021
Arbutus
Biopharma Corporation
(Exact name of registrant
as specified in charter)
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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(267)
469-0914
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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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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, without 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. ¨
Item
1.01. Entry into a Material Definitive Agreement.
On
March 4, 2021, Arbutus Biopharma Corporation (the “Company”) entered into Amendment No. 3 (the “Third Amendment”)
to the Open Market Sale AgreementSM, dated December 20, 2018, with Jefferies LLC, as sales agent (“Jefferies”),
as previously amended by Amendment No. 1, dated December 20, 2019, and Amendment No. 2, dated August 7, 2020 (as amended, the “Sale
Agreement”). The Third Amendment revised the Sale Agreement to reflect that the Company may issue and sell additional common
shares, without par value (the “Common Shares”), from time to time through Jefferies by methods deemed to be
an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.
This description of the Third Amendment
does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, which is attached hereto
as Exhibit 10.1 and incorporated by reference herein.
As previously disclosed, on August 7, 2020,
the Company and Jefferies entered into Amendment No. 2 to the Sale Agreement, pursuant to which the Company may issue and sell
its Common Shares having an aggregate offering price of up to $75.0 million from time to time through Jefferies. The terms of such
offering of Common Shares are contained in a prospectus supplement, dated August 7, 2020 (the “August 2020 Prospectus Supplement”)
under a shelf registration statement on Form S-3 (File No. 333-235674) that was declared effective by the Securities and Exchange
Commission (the “SEC”) on January 10, 2020 (the “January 2020 Registration Statement”). The Company inadvertently filed a second prospectus supplement on August 7, 2020, which is identical to the August 2020 Prospectus Supplement
and should not be construed as a separate prospectus supplement relating to the Sale Agreement. As of the date
hereof, the Company has sold $58,564,835 of its Common Shares pursuant to the Sale Agreement under the August 2020 Prospectus Supplement.
Therefore, $16,435,165 of the Company’s Common Shares remain available for issuance pursuant to the Sale Agreement under
the August 2020 Prospectus Supplement. On March 4, 2021, the Company filed another prospectus supplement with the SEC (the “March
2021 Prospectus Supplement” and together with the August 2020 Prospectus Supplement, the “Prospectus Supplements”)
in connection with the offering of up to an additional $75.0 million of its Common Shares pursuant to the Sale Agreement under
a shelf registration statement on Form S-3 (File No. 333-248467) that was declared effective by the SEC on October 22, 2020 (the
“October 2020 Registration Statement”). As a result, the Company has an aggregate of $91,435,165 of Common Shares in
remaining capacity under the Prospectus Supplements.
The Common Shares are registered pursuant
to the January 2020 Registration Statement and the October 2020 Registration Statement, and offerings for the Common Shares will
be made only by means of the August 2020 Prospectus Supplement and the March 2021 Prospectus Supplement, as applicable. This Current
Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares nor shall there
be any sale of the Common Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or other jurisdiction.
The legal opinion of Farris LLP relating
to the legality of the issuance and sale of the Common Shares pursuant to the March 2021 Prospectus Supplement is attached as Exhibit
5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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: March 4, 2021
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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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