Item 5. Other Information
ITEM 5. OTHER INFORMATION
Trading Plans
During the three months ended September 30, 2024, 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, except as follows:
• On September 18, 2024 , the Irrevocable Deed of Trust of Michael J. Sofia dated July 6, 2020 (the Trust), adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. Michael J. Sofia is our Chief Scientific Officer. This plan provides for the sale of an aggregate of up to 96,456 shares of our common stock, held by the Trust. This plan will terminate on April 15, 2025 , or earlier upon the completed sale of the maximum number of common shares subject to the plan, subject to early termination for certain specified events set forth in the plan.
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ITEM 6. EXHIBITS
EXHIBIT INDEX
Number Description
3.1 Notice of Articles and Articles of the Company, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 16, 2018).
3.2 Amendment to Articles of the Company (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 7, 2018).
10.1# First Amendment to Executive Employment Agreement, dated October 11, 2024, by and between Michael J. Sofia and Arbutus Biopharma, Inc. (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 11, 2024).
31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following materials from Arbutus Biopharma Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Loss; (iv) Condensed Consolidated Statements of Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
104 Cover page interactive data file (embedded within the inline XBRL document and included in Exhibit 101).
* Filed herewith.
** Furnished herewith.
# Management Contract or Compensatory Arrangement
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SIGNATURES
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, thereunto duly authorized on November 6, 2024.
ARBUTUS BIOPHARMA CORPORATION
By: /s/ Michael J. McElhaugh
Michael J. McElhaugh
Interim President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ David C. Hastings
David C. Hastings
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.