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Our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based upon that evaluation, our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), concluded that, as of December 31, 2022, our disclosure controls and procedures were effective to provide reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (b) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based upon that evaluation, our interim Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (b) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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Other Information
+Added: During the three months ended December 31, 2023, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
19 unchanged sentences
4.1** Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
−Removed: 10.1†* Amended and Restated License Agreement, between Inex Pharmaceuticals Corporation and Hana Biosciences, Inc., dated April 30, 2007 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Amendment No.
−Removed: 1 to Form 20-F for the year ended December 31, 2010 , filed with the SEC on January 31, 2012).
−Removed: 10.2†* Amendment No.
−Removed: 1 to the Amended and Restated Agreement, between the Company (formerly Inex Pharmaceuticals Corporation) and Hana Biosciences, Inc., effective as of May 27, 2009 (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010 , filed with the SEC on June 3, 2011).
−Removed: 10.3†* Amendment No.
−Removed: 2 to the Amended and Restated Agreement, between the Company (formerly Inex Pharmaceuticals Corporation) and Hana Biosciences, Inc., effective as of September 20, 2010 (incorporated herein by reference to Exhibit 4.21 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010 , filed with the SEC on June 3, 2011).
−Removed: 10.4*# Form of Arbutus Biopharma Corporation Indemnity Agreement (incorporated herein by reference to Exhibit 10.4 t o the R egistrant ’ s Annual Report on Form 10- K for the year ended December 31, 2022, filed with the SEC on March 3, 2022 ).
+Added: 10.1**# Form of Arbutus Biopharma Corporation Indemnity Agreement .
10.2† License Agreement between the University of British Columbia and Inex Pharmaceuticals Corporation executed on July 30, 2001 (incorporated herein by reference to Exhibit 4.17 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2010, filed with the SEC on June 3, 2011).
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10.8† Cross-License Agreement by and among Alnylam Pharmaceuticals, Inc., Tekmira Pharmaceuticals Corporation and Protiva Biotherapeutics Inc., dated November 12, 2012 (incorporated herein by reference to Exhibit 4.27 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2012, filed with the SEC on March 27, 2013).
−Removed: 10.12* Form of Standstill Agreement (incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A , filed with the SEC on January 26, 2015).
−Removed: 10.13*# Executive Employment Agreement, dated effective as of February 25, 2016, between Arbutus Biopharma, Inc.
−Removed: and Elizabeth Howard (incorporated herein by reference to Exhibit 10.78 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 9, 2016).
−Removed: 10.14*# Amending Agreement, dated as of November 2, 2015, among Arbutus Biopharma Corporation, Roivant Sciences Ltd., Patrick T.
−Removed: Higgins, Michael J.
−Removed: McElhaugh, Michael J.
−Removed: Sofia and Bryce A.
−Removed: Roberts (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 5, 2015).
10.9† Stock Purchase Agreement by and among OnCore Biopharma, Inc.
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7, LLC dated August 9, 2016 and as amended on October, 7, 2016 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 3, 2016).
+Added: 10.15** Tenant Estoppel Certificate between Arbutus Biopharma, Inc.
+Added: and Novitia Equities, LLC dated October 23, 2023.
+Added: 10.16** Subordination,Non-Disturbance and Attornment Agreement by and among, the Company, Univest Bank and Trust Co., and Veterans Circle Group, LLC dated December 12, 2023.
10.17 Master Contribution And Share Subscription Agreement, by and between the Company, Genevant Sciences Ltd.
and Roivant Sciences LTD.
−Removed: (incorporated herein by reference Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the q uarter ended March 31, 2018 , filed with the SEC on May 4, 2018).
+Added: (incorporated herein by reference Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 4, 2018).
10.18 Open Market Sale AgreementSM, dated December 20, 2018, by and between the Company and Jefferies LLC (incorporated herein by reference to Exhibit 1.1 of the Current Report on Form 8-K, filed with the SEC on December 20, 2018).
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10.22# Executive Employment Agreement, dated June 11, 2018, by and between the Company and David Hastings (incorporated herein by reference to Exhibit 10.52 of the Registrant’s Annual Report on Form 10-K for the year end December 31, 2018, filed with the SEC on March 7, 2019).
−Removed: 10.27*# Employment Agreement, dated June 13, 2019, by and between the Company and William H.
−Removed: Collier (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K , filed with the SEC on June 18, 2019).
−Removed: 10.28*# Executive Employment Agreement, dated July 10, 2015, by and between the Company and Michael McElhaugh, as amended by the First Amendment to Executive Employment Agreement, dated April 20, 2016, and the Second Amendment to Executive Employment Agreement dated December 11, 2018 (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the q uarter ended June 30, 2019, filed with the SEC on August 5, 2019).
−Removed: 10.29* Purchase and Sale Agreement, dated July 2, 2019, by and between the Company and OCM IP Healthcare Portfolio LP (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the q uarter ended June 30, 2019, filed with the SEC on August 5, 2019).
+Added: 10.23**# Executive Employment Agreement, dated July 10, 2015, by and between the Company and Michael McElhaugh, as amended by the First Amendment to Executive Employment Agreement, dated April 20, 2016, the Second Amendment to Executive Employment Agreement dated December 11, 2018, the Third Amendment to the Executive Employment Agreement dated November 1, 2022 and the Fourth Amendment to the Executive Employment Agreement.
+Added: 10.24† Purchase and Sale Agreement, dated July 2, 2019, by and between the Company and OCM IP Healthcare Portfolio LP (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 5, 2019).
10.25# Arbutus Biopharma Corporation 2020 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 1, 2020).
−Removed: 10.31*# Form of Arbutus Biopharma Corporation Option Agreement (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the q uarter ended June 30, 2019, filed with the SEC on August 5, 2019).
+Added: 10.26# Form of Arbutus Biopharma Corporation Option Agreement (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 5, 2019).
10.27# Option Agreement, dated June 24, 2019 by and between the Company and William H.
−Removed: Collier (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the q uarter ended June 30, 2019, filed with the SEC on August 5, 2019).
+Added: Collier (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 5, 2019).
10.28† Cross License Agreement, dated April 11, 2018, by and between the Company and Genevant Sciences Ltd.
−Removed: (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the q uarter ended June 30, 2020, filed with the SEC on August 7, 2020).
+Added: (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 7, 2020).
10.29† First Amendment to Cross License Agreement, dated June 27, 2018, by and among the Company, Genevant Sciences Ltd and Genevant Sciences GmbH.
−Removed: (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the q uarter ended June 30, 2020, filed with the SEC on August 7, 2020).
+Added: (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 7, 2020).
10.30† Second Amendment to Cross License Agreement, dated June 27, 2018, by and among the Company, Genevant Sciences Ltd.
and Genevant Sciences GmbH.
−Removed: (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the q uarter ended June 30, 2020, filed with the SEC on August 7, 2020).
+Added: (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 7, 2020).
10.31† License Agreement, dated December 9, 2021, by and between the Company and Genevant Sciences GmbH (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 10, 2021).
10.32† Technology Transfer and Exclusive License Agreement, dated December 13, 2021, by and between the Company and Qilu Pharmaceutical Co., Ltd.
−Removed: (incorporated herein by reference to Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 3, 2022).
−Removed: 10.38* Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as supplemented and amended (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K , filed with the SEC on May 31, 2022) .
−Removed: 10.39*# Third Amendment to Executive Employment Agreement, dated November 1, 2022, by and between the Company and Michael McElhaugh (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K , filed with the SEC on October 24, 2022)
+Added: (incorporated herein by reference to Exhibit 10.
+Added: 41 to the Registrant’s Quarterly Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 3, 2022).
10.33# Form of Arbutus Biopharma Corporation Restricted Stock Unit Agreement.
+Added: (incorporated herein by reference to Exhibit 10.41 of the Registrant’s Annual Report on Form 10-K for the year end December 31, 2022, filed with the SEC on March 2, 2023).
+Added: 10.34**# Separation and Release Agreement, dated effective as of July 7, 2023, between Arbutus Biopharma Corporation and Elizabeth A.
+Added: 10.35**# Consulting Agreement, dated effective July 7, 2023, by and between Elizabeth A.
+Added: Howard and Arbutus Biopharma Corporation.
+Added: 10.36# Executive Employment Agreement, dated effective as of July 10, 2023, between Arbutus Biopharma, Inc.
+Added: and Karen Sims, MD, PhD (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 3, 2023).
+Added: 10.37# Executive Employment Agreement, dated effective as of July 10, 2023, between Arbutus Biopharma, Inc.
+Added: Christopher Naftzger (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 3, 2023).
+Added: 10.38# Option Agreement, dated July 10, 2023, by and between Arbutus Biopharma Corporation and J.
+Added: Christopher Naftzger (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 3, 2023).
+Added: 10.39# Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as supplemented and amended (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 30, 2023) .
+Added: 10.40# Separation and Release Agreement, dated December 31, 2023, by and between William Collier and Arbutus Biopharma Corporation (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).
+Added: 10.41# Consulting Agreement, effective December 31, 2023, by and between William Collier and Arbutus Biopharma Corporation (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2024).
21.1** List of Subsidiaries.
23.1** Consent of Ernst and Young LLP, an Independent Registered Public Accounting Firm.
−Removed: 31.1** Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31.1** Certification of Interim President and Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2** Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
−Removed: 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C.
+Added: 32.1** Certification of Interim President and Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97** Arbutus Biopharma Corporation Incentive Compensation Recovery Policy.
101.INS** XBRL Instance Document
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104** Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101).
−Removed: * Previously filed
** Filed or furnished herewith, as applicable
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ARBUTUS BIOPHARMA CORPORATION
−Removed: /s/ William H.
−Removed: President and Chief Executive Officer
+Added: /s/ Michael J.
+Added: Interim President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 5, 2024.
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Frank Torti, M.D.
−Removed: /s/ William H.
−Removed: Collier President and Chief Executive Officer and Director
−Removed: Collier (Principal Executive Officer)
+Added: /s/ Michael J.
+Added: McElhaugh Interim President and Chief Executive Officer and Director
+Added: McElhaugh (Principal Executive Officer)
Hastings Chief Financial Officer
7 unchanged sentences
/s/ James Meyers Director
+Added: /s/ Melissa V.
+Added: Rewolinski, Ph.D.
+Added: Rewolinski, Ph.D.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.