Arbutus Biopharma Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) ARBUTUS BIOPHARMA CORPORATION Condensed Consolidated Balance Sheets (Unaudited) (In thousands of U.S. Dollars, except share amounts) June 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 62,788 $ 26,285 Investments in marketable securities, current 79,198 99,718 Accounts receivable 1,767 1,776 Prepaid expenses and other current assets 4,467 4,248 Total current assets 148,220 132,027 Property and equipment, net of accumulated depreciation of $ 12,611 (December 31, 2023: $ 11,900 ) 4,059 4,674 Investments in marketable securities, non-current 6,527 6,284 Right of use asset 1,237 1,416 Total assets $ 160,043 $ 144,401 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued liabilities $ 11,108 $ 10,271 Deferred license revenue, current 11,034 11,791 Lease liability, current 453 425 Total current liabilities 22,595 22,487 Liability related to sale of future royalties 5,859 6,953 Contingent consideration 7,991 7,600 Lease liability, non-current 1,144 1,343 Total liabilities 37,589 38,383 Stockholders’ equity Common shares Authorized: unlimited number without par value Issued and outstanding: 188,739,044 (December 31, 2023: 169,867,414 ) 1,403,334 1,349,821 Additional paid-in capital 81,751 81,270 Deficit ( 1,314,323 ) ( 1,276,652 ) Accumulated other comprehensive loss ( 48,308 ) ( 48,421 ) Total stockholders’ equity 122,454 106,018 Total liabilities and stockholders’ equity $ 160,043 $ 144,401 See accompanying notes to the condensed consolidated financial statements. 1 ARBUTUS BIOPHARMA CORPORATION Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands of U.S. Dollars, except share and per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue Collaborations and licenses $ 1,155 $ 3,885 $ 2,094 $ 9,394 Non-cash royalty revenue 571 766 1,164 1,944 Total Revenue 1,726 4,651 3,258 11,338 Operating expenses Research and development 15,551 17,692 30,954 35,967 General and administrative 7,547 5,980 12,859 11,532 Change in fair value of contingent consideration 211 ( 636 ) 391 ( 363 ) Total operating expenses 23,309 23,036 44,204 47,136 Loss from operations ( 21,583 ) ( 18,385 ) ( 40,946 ) ( 35,798 ) Other income Interest income 1,829 1,461 3,374 2,729 Interest expense ( 34 ) ( 171 ) ( 78 ) ( 369 ) Foreign exchange (loss)/gain ( 8 ) 1 ( 21 ) 5 Total other income 1,787 1,291 3,275 2,365 Net loss $ ( 19,796 ) $ ( 17,094 ) $ ( 37,671 ) $ ( 33,433 ) Loss per share Basic and diluted $ ( 0.11 ) $ ( 0.10 ) $ ( 0.21 ) $ ( 0.20 ) Weighted average number of common shares Basic and diluted 188,041,489 166,063,284 181,842,519 163,855,661 Comprehensive loss Unrealized gain on available-for-sale securities $ 63 $ 166 $ 113 $ 1,020 Comprehensive loss $ ( 19,733 ) $ ( 16,928 ) $ ( 37,558 ) $ ( 32,413 ) See accompanying notes to the condensed consolidated financial statements. 2 ARBUTUS BIOPHARMA CORPORATION Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands of U.S. Dollars, except share amounts) Common Shares Number of Shares Share Capital Additional Paid-In Capital Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Balance December 31, 2023 169,867,414 $ 1,349,821 $ 81,270 $ ( 1,276,652 ) $ ( 48,421 ) $ 106,018 Stock-based compensation expense — — 2,014 — — 2,014 Issuance of common shares pursuant to the Open Market Sale Agreement 8,666,077 21,765 — — — 21,765 Issuance of common shares pursuant to exercise of options 1,126,691 4,268 ( 1,814 ) — — 2,454 Issuance of common shares pursuant to ESPP 121,563 271 ( 60 ) — — 211 Issuance of common shares upon vesting of RSUs 410,482 1,190 ( 1,190 ) — — — Unrealized gain on available-for-sale securities — — — — 50 50 Net loss — — — ( 17,875 ) — ( 17,875 ) Balance March 31, 2024 180,192,227 $ 1,377,315 $ 80,220 $ ( 1,294,527 ) $ ( 48,371 ) $ 114,637 Stock-based compensation expense — — 3,180 — — 3,180 Issuance of common shares pursuant to the Open Market Sale Agreement 7,833,922 22,359 — — — 22,359 Issuance of common shares pursuant to exercise of options 712,895 3,660 ( 1,649 ) — — 2,011 Unrealized gain on available-for-sale securities — — — — 63 63 Net loss — — — ( 19,796 ) ( 19,796 ) Balance June 30, 2024 188,739,044 $ 1,403,334 $ 81,751 $ ( 1,314,323 ) $ ( 48,308 ) $ 122,454 See accompanying notes to the condensed consolidated financial statements. 3 ARBUTUS BIOPHARMA CORPORATION Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands of U.S. Dollars, except share amounts) Common Shares Number of Shares Share Capital Additional Paid-In Capital Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Balance December 31, 2022 157,455,363 $ 1,318,737 $ 72,406 $ ( 1,203,803 ) $ ( 50,488 ) $ 136,852 Stock-based compensation expense — — 2,131 — — 2,131 Issuance of common shares pursuant to the Open Market Sale Agreement 7,423,622 19,862 — — — 19,862 Issuance of common shares pursuant to exercise of options 101,356 457 ( 198 ) — — 259 Issuance of common shares pursuant to ESPP 151,852 397 ( 101 ) — — 296 Unrealized gain on available-for-sale securities — — — — 854 854 Net loss — — — ( 16,339 ) — ( 16,339 ) Balance March 31, 2023 165,132,193 $ 1,339,453 $ 74,238 $ ( 1,220,142 ) $ ( 49,634 ) $ 143,915 Stock-based compensation expense — — 2,964 — — 2,964 Issuance of common shares pursuant to the Open Market Sale Agreement 1,790,546 4,742 — — — 4,742 Unrealized loss on available-for-sale securities — — — — 166 166 Net loss — — — ( 17,094 ) — ( 17,094 ) Balance June 30, 2023 166,922,739 $ 1,344,195 $ 77,202 $ ( 1,237,236 ) $ ( 49,468 ) $ 134,693 See accompanying notes to the condensed consolidated financial statements. 4 ARBUTUS BIOPHARMA CORPORATION Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands of U.S. Dollars) Six Months Ended June 30, 2024 2023 OPERATING ACTIVITIES Net loss $ ( 37,671 ) $ ( 33,433 ) Non-cash items: Depreciation 711 676 Stock-based compensation expense 5,194 5,095 Change in fair value of contingent consideration 391 ( 363 ) Non-cash royalty revenue ( 1,164 ) ( 1,944 ) Non-cash interest expense 70 366 Net accretion and amortization of investments in marketable securities ( 1,229 ) ( 919 ) Net change in operating items: Accounts receivable 9 ( 1,262 ) Prepaid expenses and other assets ( 40 ) ( 577 ) Accounts payable and accrued liabilities 837 ( 7,224 ) Change in deferred license revenue ( 757 ) ( 7,128 ) Other liabilities ( 150 ) ( 147 ) Net cash used in operating activities ( 33,799 ) ( 46,860 ) INVESTING ACTIVITIES Purchase of investments in marketable securities ( 57,982 ) ( 49,405 ) Disposition of investments in marketable securities 79,601 68,500 Acquisition of property and equipment ( 96 ) ( 976 ) Net cash provided by investing activities 21,523 18,119 FINANCING ACTIVITIES Issuance of common shares pursuant to the Open Market Sale Agreement 44,124 24,604 Issuance of common shares pursuant to exercise of stock options 4,465 259 Issuance of common shares pursuant to exercise of ESPP 211 296 Net cash provided by financing activities 48,800 25,159 Effect of foreign exchange rate changes on cash and cash equivalents ( 21 ) 3 Increase/(decrease) in cash and cash equivalents 36,503 ( 3,579 ) Cash and cash equivalents, beginning of period 26,285 30,776 Cash and cash equivalents, end of period $ 62,788 $ 27,197 See accompanying notes to the condensed consolidated financial statements. 5 ARBUTUS BIOPHARMA CORPORATION Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of U.S. Dollars, except share and per share amounts) 1. Nature of business and future operations Description of the Business Arbutus Biopharma Corporation (“Arbutus” or “the Company”) is a clinical-stage biopharmaceutical company leveraging its extensive virology expertise to develop novel therapeutics with distinct mechanisms of action, which can potentially be combined to provide a functional cure for patients with chronic hepatitis B virus (cHBV) infection. The Company believes the key to success in developing a functional cure involves suppressing hepatitis B virus deoxyribonucleic acid, reducing hepatitis B surface antigen and boosting HBV-specific immune responses. The Company’s pipeline of internally developed, proprietary compounds includes an RNAi therapeutic, imdusiran (AB-729), and an oral PD-L1 inhibitor, AB-101. Imdusiran has generated meaningful clinical data demonstrating an impact on both surface antigen reduction and reawakening of the HBV-specific immune response. Imdusiran is currently in two Phase 2a combination clinical trials. AB-101 is currently being evaluated in a Phase 1a/1b clinical trial. The Company continues to protect and defend its intellectual property, which is the subject of the Company’s ongoing lawsuits against Moderna and Pfizer/BioNTech for their use of the Company’s patented lipid nanoparticle (LNP) technology in their COVID-19 vaccines. With respect to the Moderna lawsuit, the claim construction hearing occurred on February 8, 2024. On April 3, 2024, the court provided its claim construction ruling in which it construed the disputed claim terms and agreed with the Company’s position on most of the disputed claim terms. On August 5, 2024, the Company and Genevant Sciences Ltd. (Genevant), along with Moderna, filed a Stipulation to Extend Time (the Stipulation) with the court requesting an amended case schedule to accommodate certain outstanding discovery from Moderna and third parties, as specified in the Stipulation, which would move the start of the trial from April 21, 2025 to September 24, 2025, subject to the court’s availability. The Stipulation, and the new deadlines set forth therein, are subject to the approval of the court. A conference to discuss the Stipulation has been scheduled by the court for August 15, 2024. The lawsuit against Pfizer/BioNTech is ongoing and a date for a claim construction hearing has not been set.   Liquidity At June 30, 2024, the Company had an aggregate of $ 148.5 million in cash, cash equivalents and investments in marketable securities. The Company had no outstanding debt as of June 30, 2024. The Company believes it has sufficient cash resources to fund its operations for at least the next 12 months. The success of the Company is dependent on obtaining the necessary regulatory approvals to bring its products to market and achieve profitable operations. The Company’s research and development activities and the commercialization of its products are dependent on its ability to successfully complete these activities and to obtain adequate financing through a combination of financing activities and operations. It is not possible to predict either the outcome of the Company’s existing or future research and development programs or the Company’s ability to continue to fund these programs in the future. 6 2. Significant accounting policies Basis of presentation and principles of consolidation These unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial statements and accordingly, do not include all disclosures required for annual financial statements. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These unaudited condensed consolidated financial statements include the accounts of Arbutus Biopharma Corporation and its one wholly-owned subsidiary, Arbutus Biopharma, Inc., and reflect, in the opinion of management, all adjustments and reclassifications necessary to fairly present the Company’s financial position as of June 30, 2024 and December 31, 2023, the Company’s results of operations for the three and six months ended June 30, 2024 and 2023, and the Company’s cash flows for the six months ended June 30, 2024 and 2023. Such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2023, except as described below under the section entitled “Recent Accounting Pronouncements”. All intercompany balances and transactions have been eliminated. Net loss per share Net loss per share is calculated based on the weighted average number of common shares outstanding. Diluted net loss per share does not differ from basic net loss per share for the three and six months ended June 30, 2024 and 2023, since the effect of including potential common shares would be anti-dilutive. For the six months ended June 30, 2024, potential common shares of 20.5 million pertaining to outstanding stock options and unvested restricted stock units were excluded from the calculation of net loss per share. A total of approximately 20.2 million outstanding stock options were excluded from the calculation for the six months ended June 30, 2023. Revenue from collaborations and licenses The Company generates revenue through certain collaboration agreements and license agreements. Such agreements may require the Company to deliver various rights and/or services, including intellectual property rights or licenses and research and development services. Under such agreements, the Company is generally eligible to receive non-refundable upfront payments, funding for research and development services, milestone payments and royalties. The Company’s collaboration agreements fall under the scope of Accounting Standards Codification (ASC) Topic 808, Collaborative Arrangements (ASC 808), when both parties are active participants in the arrangement and are exposed to significant risks and rewards. For certain arrangements under the scope of ASC 808, the Company analogizes to ASC Topic 606, Revenue from Contracts with Customers (ASC 606), for some aspects, including for the delivery of a good or service (i.e., a unit of account). ASC 606 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers under a five-step model: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as a performance obligation is satisfied. In contracts where the Company has more than one performance obligation to provide its customer with goods or services, each performance obligation is evaluated to determine whether it is distinct based on whether (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available and (ii) the good or service is separately identifiable from other promises in the contract. The consideration under the contract is then allocated between the distinct performance obligations based on their respective relative stand-alone selling prices. The estimated stand-alone selling price of each deliverable reflects the Company’s best estimate of what the selling price would be if the deliverable was regularly sold on a stand-alone basis and is determined by reference to market rates for the good or service when sold to others or by using an adjusted market assessment approach if the selling price on a stand-alone basis is not available. The consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred to the customer for the related goods or services. Consideration associated with at-risk substantive performance milestones, including 7 sales-based milestones, is recognized as revenue when it is probable that a significant reversal of the cumulative revenue recognized will not occur. Sales-based royalties received in connection with licenses of intellectual property are subject to a specific exception in the revenue standards, whereby the consideration is not included in the transaction price and recognized in revenue until the customer’s subsequent sales or usages occur. Deferred Revenue When consideration is received or is unconditionally due from a customer, collaborator or licensee prior to the Company completing its performance obligation to the customer, collaborator or licensee under the terms of a contract, deferred revenue is recorded. Deferred revenue expected to be recognized as revenue within the 12 months following the balance sheet date is classified as a current liability. Deferred revenue not expected to be recognized as revenue within the 12 months following the balance sheet date is classified as a long-term liability. In accordance with ASC Topic 210-20, Balance Sheet - Offsetting (ASC 210-20) the Company’s deferred revenue is offset by a contract asset as further discussed in Note 9. Segment information The Company operates as a single segment. Recent accounting pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires disclosure of significant segment expenses and other segment items on an annual and interim basis under ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted and the amendments in this ASU should be applied on a retrospective basis to all periods presented. The Company has not determined the impact ASU 2023-07 may have on the Company’s financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves income tax disclosures by requiring: (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The ASU indicates that all entities will apply the guidance prospectively with an option for retroactive application to each period presented in the financial statements. The Company has not determined the impact ASU 2023-09 may have on the Company’s financial statement disclosures. The Company has reviewed all other recently issued standards and has determined that such standards will not have a material impact on the Company’s financial statements or do not otherwise apply to the Company’s operations. 3. Fair value measurements The Company measures certain financial instruments and other items at fair value. To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 inputs are quoted market prices for identical instruments available in active markets. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a contractual term, the input must be observable for substantially the full term. An example includes quoted market prices for similar assets or liabilities in active markets. 8 • Level 3 inputs are unobservable inputs for the asset or liability and will reflect management’s assumptions about market assumptions that would be used to price the asset or liability. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the immediate or short-term maturity of these financial instruments. To determine the fair value of the contingent consideration (Note 8), the Company uses a probability weighted assessment of the likelihood the milestones would be met and the estimated timing of such payments, and then the potential contingent payments are discounted to their present value using a probability adjusted discount rate that reflects the early stage nature of the development program, the time to complete the program development, and overall biotech indices. The Company determined the fair value of the contingent consideration was $ 8.0 million as of June 30, 2024 and the increase of $ 0.4 million from December 31, 2023 has been recorded as a component of total operating expenses in the statements of operations and comprehensive loss for the six months ended June 30, 2024. The assumptions used in the discounted cash flow model are level 3 inputs as defined above. The Company assessed the sensitivity of the fair value measurement to changes in these unobservable inputs, and determined that changes within a reasonable range would not result in a materially different assessment of fair value. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques used to determine such fair value: Level 1 Level 2 Level 3 Total As of June 30, 2024 (in thousands) Assets Cash and cash equivalents $ 62,788 $ — $ — $ 62,788 Investments in marketable securities, current — 79,198 — 79,198 Investments in marketable securities, non-current — 6,527 — 6,527 Total $ 62,788 $ 85,725 $ — $ 148,513 Liabilities Contingent consideration — — 7,991 7,991 Total $ — $ — $ 7,991 $ 7,991 Level 1 Level 2 Level 3 Total As of December 31, 2023 (in thousands) Assets Cash and cash equivalents $ 26,285 $ — $ — $ 26,285 Investments in marketable securities, current — 99,718 — 99,718 Investments in marketable securities, non-current — 6,284 — 6,284 Total $ 26,285 $ 106,002 $ — $ 132,287 Liabilities Contingent consideration — — 7,600 7,600 Total $ — $ — $ 7,600 $ 7,600 9 The following table presents the changes in fair value of the Company’s contingent consideration: Liability at beginning of the period Change in fair value of liability Liability at end of the period (in thousands) Six Months Ended June 30, 2024 $ 7,600 $ 391 $ 7,991 Six Months Ended June 30, 2023 $ 7,531 $ ( 363 ) $ 7,168 See Note 4 for additional information regarding the fair value of the Company’s investments in marketable securities. 4. Investments in marketable securities Investments in marketable securities consisted of the following: Amortized Cost Gross Unrealized Gain (1) Gross Unrealized Loss (1) Fair Value As of June 30, 2024 (in thousands) Cash equivalents Money market $ 35,462 $ — $ — $ 35,462 US treasury bills $ 20,882 $ — $ — $ 20,882 Total $ 56,344 $ — $ — $ 56,344 Investments in marketable short-term securities US corporate bonds 41,860 — ( 90 ) 41,770 US treasury bills 35,435 — — 35,435 Yankee bonds 2,000 — ( 7 ) 1,993 Total $ 79,295 $ — $ ( 97 ) $ 79,198 Investments in marketable long-term securities US corporate bonds 6,552 — ( 25 ) 6,527 Total $ 6,552 $ — $ ( 25 ) $ 6,527 (1) Gross unrealized gain (loss) is pre-tax and is reported in accumulated other comprehensive loss. Amortized Cost Gross Unrealized Gain (1) Gross Unrealized Loss (1) Fair Value As of December 31, 2023 (in thousands) Cash equivalents Money market fund $ 18,029 $ — $ — $ 18,029 Total $ 18,029 $ — $ — $ 18,029 Investments in marketable short-term securities US government agency bonds $ 17,918 $ — $ ( 44 ) $ 17,874 US corporate bonds 71,045 30 ( 189 ) 70,886 Yankee bonds 2,000 — ( 17 ) 1,983 US government bonds $ 9,001 $ — $ ( 26 ) $ 8,975 Total $ 99,964 $ 30 $ ( 276 ) $ 99,718 Investments in marketable long-term securities US corporate bonds 6,273 18 ( 7 ) 6,284 Total $ 6,273 $ 18 $ ( 7 ) $ 6,284 (1) Gross unrealized gain (loss) is pre-tax and is reported in accumulated other comprehensive loss. 10 The contractual term to maturity of the $ 79.2 million of short-term marketable securities held by the Company as of June 30, 2024 is less than one year. As of June 30, 2024, the Company held $ 6.5 million of long-term marketable securities with contractual maturities of more than one year, but less than five years. As of December 31, 2023, the Company’s $ 99.7 million of short-term marketable securities had contractual maturities of less than one year, while the Company’s $ 6.3 million of long-term marketable securities had maturities of more than one year, but less than five years. At June 30, 2024 and December 31, 2023, the Company had 28 and 37 , respectively, available-for-sale investment debt securities in an unrealized loss position without an allowance for credit losses. Unrealized losses on the Company’s investments in debt securities have not been recognized into income as the issuers’ bonds are of high credit quality and the decline in fair value is largely due to market conditions and/or changes in interest rates. The Company does not intend to sell and it is more likely than not that the Company will not be required to sell the securities prior to the anticipated recovery of their amortized cost basis. The issuers continue to make timely interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity. Accrued interest receivable on investments in marketable securities of $ 0.3 million at both June 30, 2024 and December 31, 2023 is included in prepaid expenses and other current assets. The Company had realized gains of less than $ 0.1 million for the three and six months ended June 30, 2024 and no realized gains or losses for the same periods in 2023. See Note 3 for additional information regarding the fair value of the Company’s investments in marketable securities. 5. Investment in Genevant In April 2018, the Company entered into an agreement with Roivant Sciences Ltd. (Roivant), its largest shareholder, to launch Genevant, a company focused on a broad range of RNA-based therapeutics enabled by the Company’s LNP and ligand conjugate delivery technologies. The Company licensed rights to its LNP and ligand conjugate delivery platforms to Genevant for RNA-based applications outside of HBV, except to the extent certain rights had already been licensed to other third parties (the Genevant License). The Company retained all rights to its LNP and conjugate delivery platforms for HBV. Under the Genevant License, as amended, if a third party sublicensee of intellectual property licensed by Genevant from the Company commercializes a sublicensed product, the Company becomes entitled to receive a specified percentage of certain revenue that may be received by Genevant for such sublicense, including royalties, commercial milestones and other sales-related revenue, or, if less, tiered low single-digit royalties on net sales of the sublicensed product. The specified percentage is 20 % in the case of a mere sublicense (i.e., naked sublicense) by Genevant without additional contribution and 14 % in the case of a bona fide collaboration with Genevant. Additionally, if Genevant receives proceeds from an action for infringement by any third parties of the Company’s intellectual property licensed to Genevant, the Company would be entitled to receive, after deduction of litigation costs, 20 % of the proceeds received by Genevant or, if less, tiered low single-digit royalties on net sales of the infringing product (inclusive of the proceeds from litigation or settlement, which would be treated as net sales). The Company accounts for its interest in Genevant as equity securities without readily determinable fair values. Accordingly, an estimate of the fair value of the securities is based on the original cost less previously recognized equity method losses, less impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or a similar Genevant securities. As of June 30, 2024, the carrying value of the Company’s investment in Genevant was zero and the Company owned approximately 16 % of the common equity of Genevant. 11 6. Accounts payable and accrued liabilities Accounts payable and accrued liabilities are comprised of the following: June 30, 2024 December 31, 2023 (in thousands) Trade accounts payable $ 2,652 $ 3,223 Research and development accruals 4,008 2,884 Professional fee accruals 1,970 815 Payroll accruals 2,478 3,349 Total accounts payable and accrued liabilities $ 11,108 $ 10,271 7. Sale of future royalties On July 2, 2019, the Company entered into a Purchase and Sale Agreement (the Agreement) with the Ontario Municipal Employees Retirement System (OMERS), pursuant to which the Company sold to OMERS part of its royalty interest on future global net sales of ONPATTRO ® (Patisiran) (ONPATTRO), an RNA interference therapeutic currently being sold by Alnylam Pharmaceuticals, Inc. (Alnylam). ONPATTRO utilizes the Company’s LNP technology, which was licensed to Alnylam pursuant to the Cross-License Agreement, dated November 12, 2012, by and between the Company and Alnylam (the LNP License Agreement). Under the terms of the LNP License Agreement, the Company is entitled to tiered royalty payments on global net sales of ONPATTRO ranging from 1.00 % to 2.33 % after offsets, with the highest tier applicable to annual net sales above $ 500 million. This royalty interest was 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 the Company. OMERS has assumed the risk of collecting up to $ 30 million of future royalty payments from Alnylam and the Company is not obligated to reimburse OMERS if they fail to collect any such future royalties. The $ 30 million in royalties to be paid to OMERS is accounted for as a liability, with the difference between the liability and the gross proceeds received accounted for as a discount. The discount, as well as $ 1.5 million of transaction costs, will be amortized as interest expense based on the projected balance of the liability as of the beginning of each period. As of June 30, 2024, the Company estimated an effective annual interest rate of approximately 2.1 %. Over the course of the Agreement, the actual interest rate will be affected by the amount and timing of royalty revenue recognized and changes in the timing of forecasted royalty revenue. On a quarterly basis, the Company will reassess the expected timing of the royalty revenue, recalculate the amortization and effective interest rate and adjust the accounting prospectively as needed. The Company recognizes non-cash royalty revenue related to the sales of ONPATTRO during the term of the Agreement. As royalties are remitted to OMERS from Alnylam, the balance of the recognized liability is effectively repaid over the life of the Agreement. From the inception of the royalty sale through June 30, 2024, the Company has recorded an aggregate of $ 23.8 million of non-cash royalty revenue for royalties earned by OMERS. There are a number of factors that could materially affect the amount and timing of royalty payments from Alnylam, none of which are within the Company’s control. During the six months ended June 30, 2024, the Company recognized non-cash royalty revenue of $ 1.2 million and related non-cash interest expense of less than $ 0.1 million. During the six months ended June 30, 2023, the Company recognized non-cash royalty revenue of $ 1.9 million and related non-cash interest expense of $ 0.4 million. 12 The table below shows the activity related to the net liability for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 (in thousands) Net liability related to sale of future royalties - beginning balance $ 6,953 $ 10,365 Non-cash royalty revenue ( 1,164 ) ( 1,944 ) Non-cash interest expense 70 366 Net liability related to sale of future royalties - ending balance $ 5,859 $ 8,787 In addition to the royalty from the LNP License Agreement, the Company is also receiving a second royalty interest ranging from 0.75 % to 1.125 % on global net sales of ONPATTRO, with 0.75 % applying to sales greater than $ 500 million, originating from a settlement agreement and subsequent license agreement with Acuitas Therapeutics, Inc. (Acuitas). The royalty from Acuitas has been retained by the Company and was not part of the royalty sale to OMERS. 8. Contingencies and commitments Stock Purchase Agreement with Enantigen In October 2014, Arbutus Inc., the Company’s wholly-owned subsidiary, acquired all of the outstanding shares of Enantigen Therapeutics, Inc. (Enantigen) pursuant to a stock purchase agreement. The amount paid to Enantigen’s selling shareholders could be up to an additional $ 102.5 million in sales performance milestones in connection with the sale of the first commercialized product by the Company for the treatment of HBV, regardless of whether such product is based upon assets acquired under this agreement, and a low single-digit royalty on net sales of such first commercialized HBV product, up to a maximum royalty payment of $ 1.0 million that, if paid, would be offset against the Company’s milestone payment obligations. Certain other development milestones related to the acquisition were tied to programs which are no longer under development by the Company, and therefore the contingency related to those development milestones is zero . The contingent consideration is a financial liability and is measured at its fair value at each reporting period, with any changes in fair value from the previous reporting period recorded in the statements of operations and comprehensive loss (see Note 3). The fair value of the contingent consideration was $ 8.0 million as of June 30, 2024. 9. Collaborations, contracts and licensing agreements Collaborations Qilu Pharmaceutical Co., Ltd. In December 2021, the Company entered into a technology transfer and licensing agreement (the License Agreement) with Qilu Pharmaceutical Co., Ltd. (Qilu), pursuant to which the Company granted Qilu a sublicensable, royalty-bearing license, under certain intellectual property owned by the Company, which is non-exclusive as to development and manufacturing and exclusive with respect to commercialization of imdusiran, including pharmaceutical products that include imdusiran, for the treatment or prevention of hepatitis B in China, Hong Kong, Macau and Taiwan (the Territory). In partial consideration for the rights granted by the Company, Qilu paid the Company a one-time upfront cash payment of $ 40.0 million, net of withholding taxes, on January 5, 2022, and agreed to pay the Company milestone payments totaling up to $ 245.0 million, net of withholding taxes, upon the achievement of certain technology transfer, development, regulatory and commercialization milestones. Qilu paid $ 4.4 million of withholding taxes to the Chinese taxing authority on the Company’s behalf, related to the upfront cash payment. In addition, Qilu agreed to pay the Company double-digit royalties into the low twenties percent based upon annual net sales of imdusiran in the Territory. The royalties are payable on a product-by-product and region-by-region basis, subject to certain limitations. Qilu is responsible for all costs related to developing, obtaining regulatory approval for, and commercializing imdusiran for the treatment or prevention of hepatitis B in the Territory. Qilu is required to use commercially reasonable efforts to develop, seek regulatory approval for, and commercialize at least one imdusiran product candidate in the Territory. A joint development 13 committee has been established between the Company and Qilu to coordinate and review the development, manufacturing and commercialization plans. Both parties also have entered into a supply agreement and related quality agreement pursuant to which the Company will manufacture or have manufactured and supply Qilu with all quantities of imdusiran necessary for Qilu to develop and commercialize in the Territory until the Company has completed manufacturing technology transfer to Qilu and Qilu has received all approvals required for it or its designated contract manufacturing organization to manufacture imdusiran in the Territory. Concurrent with the execution of the License Agreement, the Company entered into a Share Purchase Agreement (the Share Purchase Agreement) with Anchor Life Limited, a company established pursuant to the applicable laws and regulations of Hong Kong and an affiliate of Qilu (the Investor), pursuant to which the Investor purchased 3,579,952 of the Company’s common shares at a purchase price of USD $ 4.19 per share, which was a 15 % premium on the thirty-day average closing price of the common shares as of the close of trading on December 10, 2021 (the Share Transaction). The Company received $ 15.0 million of gross proceeds from the Share Transaction on January 6, 2022. The common shares sold to the Investor in the Share Transaction represented approximately 2.5 % of the common shares outstanding immediately prior to the execution of the Share Purchase Agreement. The License Agreement falls under the scope of ASC 808 as both parties are active participants in the arrangement and are exposed to significant risks and rewards. While this arrangement is in the scope of ASC 808, the Company analogizes to ASC 606 for some aspects of this arrangement, including for the delivery of a good or service (i.e., a unit of account). In accordance with the guidance, the Company identified the following commitments under the arrangement: (i) rights to develop, use, sell, have sold, offer for sale and import any product comprised of Licensed Product (as defined in the License Agreement) (the Qilu License) and (ii) drug supply obligations and manufacturing technology transfer (the Manufacturing Obligations). The Company determined that these two commitments are not distinct performance obligations for purposes of recognizing revenue as the manufacturing process is highly specialized and Qilu would not be able to benefit from the Qilu License without the Company’s involvement in the manufacturing activities until the transfer of the manufacturing know-how is complete. As such, the Company will combine these commitments into one performance obligation to which the transaction price will be allocated to and will recognize this transaction price associated with the bundled performance obligation over time using an inputs method based on labor hours expended by the Company on its Manufacturing Obligations. The Company determined the initial transaction price of the combined performance obligation to be $ 50.4 million, which includes the $ 40.0 million upfront fee, $ 4.4 million of withholding taxes paid by Qilu on behalf of the Company, the premium paid for the Share Transaction of $ 4.1 million. The Company determined the milestone payments to be variable consideration subject to constraint at inception. At the end of each subsequent reporting period, the Company will reevaluate the probability of achievement of the future development, regulatory, and sales milestones subject to constraint and, if necessary, will adjust its estimate of the overall transaction price. Any such adjustments will be recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. The following table outlines the transaction price and the changes to the related liability balance: Transaction Price Cumulative Collaboration Revenue Recognized Deferred License Revenue (in thousands) Combined performance obligation $ 50,445 $ 37,438 $ 13,007 Less contract asset ( 1,973 ) Total deferred license revenue 11,034 The Company recognized $ 0.5 million and $ 0.8 million of revenue based on labor hours expended by the Company on its Manufacturing Obligations during the three and six months ended June 30, 2024, respectively, and $ 3.0 million and $ 7.1 million during the three and six months ended June 30, 2023, respectively. As of June 30, 2024, the balance of the deferred license revenue was $ 13.0 million, which, in accordance with ASC 210-20, was partially offset by the contract asset associated with the manufacturing cost reimbursement of $ 2.0 million, resulting in a net deferred license revenue liability of $ 11.0 million. 14 The Company incurred $ 0.6 million of incremental costs in obtaining the Qilu License, which the Company capitalized in other current assets and other assets and amortizes as a component of general and administrative expense commensurate with the recognition of the combined performance obligation. The Company recognized amortization expense of less than $ 0.1 million for both the three and six months ended June 30, 2024 and amortization expense of less than $ 0.1 million for the three months ended June 30, 2023 and $ 0.1 million for the six months ended June 30, 2023. The Company reevaluates the transaction price and the total estimated labor hours expected to be incurred to satisfy the performance obligations and adjusts the deferred revenue at the end of each reporting period. Such changes will result in a change to the amount of collaboration revenue recognized and deferred revenue. Barinthus Biotherapeutics plc In July 2021, the Company entered into a clinical collaboration agreement with Barinthus Biotherapeutics plc (Barinthus), formerly Vaccitech plc, to evaluate imdusiran followed by Barinthus’ VTP-300, an HBV antigen specific immunotherapy, and ongoing nucleos(t)ide analogue therapy in patients with cHBV. This clinical trial was amended and is now dosing patients in an additional treatment arm that includes an approved PD-1 monoclonal antibody inhibitor, nivolumab (Opdivo ® ). The Company is responsible for managing this Phase 2a proof-of-concept clinical trial, subject to oversight by a joint development committee comprised of representatives from the Company and Barinthus. The Company and Barinthus retain full rights to their respective product candidates and will split all costs associated with the clinical trial. The Company incurred $ 0.5 million and $ 1.0 million of expenses, net of Barinthus’s 50% share, during the three and six months ended June 30, 2024, respectively, and $ 0.3 million and $ 0.8 million during the three and six months ended June 30, 2023 respectively, and reflected those costs in research and development in the statements of operations and comprehensive loss. Royalty Entitlements Alnylam Pharmaceuticals, Inc. and Acuitas Therapeutics, Inc. The Company has two royalty entitlements to Alnylam’s global net sales of ONPATTRO. In 2012, the Company entered into the LNP License Agreement with Alnylam that entitles Alnylam to develop and commercialize products with the Company’s LNP technology. Alnylam launched ONPATTRO, the first approved application of the Company’s LNP technology, in 2018. Under the terms of this license agreement, the Company is entitled to tiered royalty payments on global 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 was 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 this royalty entitlement on future global net sales of ONPATTRO will revert back to the Company. OMERS has assumed the risk of collecting up to $ 30 million of future royalty payments from Alnylam and the Company is not obligated to reimburse OMERS if they fail to collect any such future royalties. If this royalty entitlement reverts to the Company, it has the potential to provide an active royalty stream or to be otherwise monetized again in full or in part. From the inception of the royalty sale through June 30, 2024, an aggregate of $ 23.8 million of royalties have been earned by OMERS. The Company also is receiving a second royalty interest of 0.75 % to 1.125 % on global net sales of ONPATTRO, with 0.75 % applying to sales greater than $ 500 million, originating from a settlement agreement and subsequent license agreement with Acuitas. This royalty entitlement from Acuitas has been retained by the Company and was not part of the royalty entitlement sale to OMERS. 15 Revenues are summarized in the following table: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) (in thousands) Revenue from collaborations and licenses Acuitas Therapeutics, Inc. $ 642 $ 861 $ 1,337 $ 2,266 Qilu Pharmaceutical Co., Ltd. 513 3,024 757 7,128 Non-cash royalty revenue Alnylam Pharmaceuticals, Inc. 571 766 1,164 1,944 Total revenue $ 1,726 $ 4,651 $ 3,258 $ 11,338 10. Shareholders’ equity Authorized share capital The Company’s authorized share capital consists of an unlimited number of common shares and preferred shares, without par value, and 1,164,000 Series A participating convertible preferred shares, without par value. Open Market Sale Agreement The Company has an Open Market Sale Agreement SM with Jefferies LLC (Jefferies) dated December 20, 2018, as amended by Amendment No. 1, dated December 20, 2019, Amendment No. 2, dated August 7, 2020 and Amendment No. 3, dated March 4, 2021 (as amended, the Sale Agreement), under which the Company may issue and sell common shares, from time to time. On December 23, 2019, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the SEC) (File No. 333-235674) and accompanying base prospectus, which was declared effective by the SEC on January 10, 2020 (the January 2020 Registration Statement), for the offer and sale of up to $ 150.0 million of the Company’s securities. The January 2020 Registration Statement also contained a prospectus supplement for an offering of up to $ 50.0 million of the Company’s common shares pursuant to the Sale Agreement. This prospectus supplement was fully utilized during 2020. On August 7, 2020, the Company filed a prospectus supplement with the SEC (the August 2020 Prospectus Supplement) for an offering of up to an additional $ 75.0 million of its common shares pursuant to the Sale Agreement under the January 2020 Registration Statement. The August 2020 Prospectus Supplement was fully utilized during 2020. The January 2020 Registration Statement expired in January 2023. On August 28, 2020, the Company filed a shelf registration statement on Form S-3 with the SEC (File No. 333-248467) and accompanying base prospectus, which was declared effective by the SEC on October 22, 2020 (the October 2020 Registration Statement), for the offer and sale of up to $ 200.0 million of the Company’s securities. On March 4, 2021, the Company filed a prospectus supplement with the SEC (the March 2021 Prospectus Supplement) for an offering of up to an additional $ 75.0 million of its common shares pursuant to the Sale Agreement under the October 2020 Registration Statement. The March 2021 Prospectus Supplement was fully utilized during 2021. On October 8, 2021, the Company filed a prospectus supplement with the SEC (the October 2021 Prospectus Supplement) for an offering of up to an additional $ 75.0 million of its common shares pursuant to the Sale Agreement under the October 2020 Registration Statement. The October 2020 Registration Statement expired in October 2023 with $ 29.3 million that was not utilized under the October 2021 Prospectus Supplement. On November 4, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC (File No. 333-260782) and accompanying base prospectus, which was declared effective by the SEC on November 18, 2021 (the November 2021 Registration Statement), for the offer and sale of up to $ 250.0 million of the Company’s securities. On March 3, 2022, the Company filed a prospectus supplement with the SEC (the March 2022 Prospectus Supplement) for an offering of up to an additional $ 100.0 million of its common shares pursuant to the Sale Agreement under: (i) the January 2020 Registration Statement; (ii) the October 2020 Registration Statement; and (iii) the November 2021 Registration Statement, of which only the November 2021 Registration Statement remains active. 16 During the three and six months ended June 30, 2024, the Company issued 7,833,922 and 16,499,999 common shares pursuant to the Sale Agreement, respectively, resulting in net proceeds of approximately $ 22.4 million and $ 44.1 million, respectively. During the three and six months ended June 30, 2023, the Company issued 1,790,546 and 9,214,168 common shares pursuant to the Sale Agreement, respectively, resulting in net proceeds of $ 4.7 million and $ 24.6 million, respectively. As of June 30, 2024, there was approximately $ 25.4 million of common shares remaining available in aggregate under the March 2022 Prospectus Supplement, pursuant to the November 2021 Registration Statement. Stock-based compensation The table below summarizes information about the Company’s stock-based compensation for the three and six months ended June 30, 2024 and 2023 and the expense recognized in the condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands, except share and per share data) Stock options Options granted during period 424,200 547,600 4,163,000 4,298,400 Weighted average exercise price $ 3.27 $ 2.75 $ 2.49 $ 2.88 Restricted stock units (RSUs) Restricted stock units granted during period — — 1,316,200 1,344,550 Grant date fair value $ — $ — $ 2.40 $ 2.90 Stock compensation expense Research and development $ 1,119 $ 977 $ 2,160 $ 1,852 General and administrative 2,061 1,987 3,034 3,243 Total stock compensation expense $ 3,180 $ 2,964 $ 5,194 $ 5,095 11. Subsequent events On July 29, 2024, the Company’s Board of Directors took action, effective August 1, 2024, to streamline the organization to focus its efforts on advancing the clinical development of imdusiran and AB-101, and therefore ceased all discovery efforts and discontinued its IM-PROVE III clinical trial. In taking these steps to streamline the organization, the Company is implementing a 40 % reduction in its workforce, primarily affecting the discovery and general and administrative functions. As a result, the Company will incur a one-time restructuring charge in the third quarter of 2024 of approximately $ 3.0 million to $ 4.0 million, which includes approximately $ 2.9 million of cash severance and continued benefits payments, a non-cash impairment charge for laboratory equipment of approximately $ 0.5 million and approximately $ 0.2 million to $ 0.4 million of cash payments to vendors for close-out activities in connection with the cessation of discovery efforts and the discontinuation of the IM-PROVE III clinical trial. 17