What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-13 · 130 added, 167 removed, 325 unchanged (48% of the section changed)

4 unchanged sentences

Dollars, except share amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

2 unchanged sentences

Accounts receivable 1,312 1,447

License receivable from Genevant 178,741 —

Prepaid expenses and other current assets 1,732 1,538

1 unchanged sentence

Property and equipment, net of accumulated depreciation and impairment of $ 224 (December 31, 2025:

Right of use asset — 1,048

Other non-current assets 131 130

3 unchanged sentences

Accounts payable and accrued liabilities $ 4,474 $ 5,459

Deferred license revenue, current — 7,571

Lease liability, current 631 547

1 unchanged sentence

Liability related to sale of future royalties 3,278 3,442

Deferred license revenue, non-current — 2,863

Contingent consideration 8,604 8,395

16 unchanged sentences

ARBUTUS BIOPHARMA CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands of U.S.

Dollars, except share and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Collaborations and licenses $ 204 $ 1,316

License revenue from Genevant 178,741 —

Non-cash royalty revenue 181 448

6 unchanged sentences

Total operating expenses 10,218 27,463

Loss from operations ( 8,659 ) ( 21,440 ) ( 32,870 ) ( 62,386 )

Income (loss) from operations 168,908 ( 25,699 )

Interest income 815 1,197

2 unchanged sentences

Total other income 787 1,173

Net loss $ ( 7,742 ) $ ( 19,717 ) $ ( 29,745 ) $ ( 57,388 )

Net loss per common share

Basic and diluted $ ( 0.04 ) $ ( 0.10 ) $ ( 0.16 ) $ ( 0.31 )

Net income (loss) $ 169,695 $ ( 24,526 )

Net income (loss) per common share

Basic $ 0.88 $ ( 0.13 )

Diluted $ 0.87 $ ( 0.13 )

Weighted average number of common shares

Basic and diluted 191,778,950 188,997,194 191,347,969 184,244,819

Comprehensive loss

Unrealized gain on available-for-sale securities $ 58 $ 218 $ 6 $ 331

Comprehensive loss $ ( 7,684 ) $ ( 19,499 ) $ ( 29,739 ) $ ( 57,057 )

Basic 193,768,641 190,707,085

Diluted 195,214,067 190,707,085

Comprehensive income (loss)

Unrealized loss on available-for-sale securities $ ( 97 ) $ ( 31 )

Comprehensive income (loss) $ 169,598 $ ( 24,557 )

See accompanying notes to the condensed consolidated financial statements.

11 unchanged sentences

Unrealized loss on available-for-sale securities — — — — ( 97 ) ( 97 )

Net loss — — — ( 24,526 ) — ( 24,526 )

Balance March 31, 2025 191,481,474 $ 1,416,332 $ 82,089 $ ( 1,371,098 ) $ ( 48,166 ) $ 79,157

Stock-based compensation expense — — 864 — — 864

Issuance of common shares pursuant to exercise of options 160,037 778 ( 325 ) — — 453

Unrealized loss on available-for-sale securities — — — — ( 21 ) ( 21 )

Net income — — — 169,695 — 169,695

Balance June 30, 2025 191,641,511 $ 1,417,110 $ 82,628 $ ( 1,368,575 ) $ ( 48,187 ) $ 82,976

Stock-based compensation expense — — 1,263 — — 1,263

Issuance of common shares pursuant to exercise of options 296,202 1,371 ( 577 ) — — 794

Issuance of common shares pursuant to ESPP 15,952 79 ( 29 ) — — 50

Unrealized gain on available-for-sale securities — — — — 58 58

Net loss — — — ( 7,742 ) — ( 7,742 )

Balance September 30, 2025 191,953,665 $ 1,418,560 $ 83,285 $ ( 1,376,317 ) $ ( 48,129 ) $ 77,399

Balance March 31, 2026 196,947,757 $ 1,444,494 $ 74,256 $ ( 1,210,378 ) $ ( 48,195 ) $ 260,177

See accompanying notes to the condensed consolidated financial statements.

7 unchanged sentences

Stock-based compensation expense — — 3,564 — — 3,564

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 892,857 4,616 ( 1,963 ) — — 2,653

1 unchanged sentence

Issuance of common shares upon vesting of RSUs 580,584 1,518 ( 1,518 ) — — —

Unrealized gain on available-for-sale securities — — — — 50 50

Unrealized loss on available-for-sale securities — — — — ( 31 ) ( 31 )

Net loss — — — ( 24,526 ) — ( 24,526 )

Balance March 31, 2025 191,481,474 $ 1,416,332 $ 82,089 $ ( 1,371,098 ) $ ( 48,166 ) $ 79,157

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

Stock-based compensation expense — — 2,160 — — 2,160

Issuance of common shares pursuant to exercise of options 593,321 3,996 (2,406) — — 1,590

Issuance of common shares pursuant to ESPP 105,770 265 ( 80 ) — — 185

Unrealized gain on available-for-sale securities — — — — 218 218

Net loss — — — ( 19,717 ) — ( 19,717 )

Balance September 30, 2024 189,438,135 $ 1,407,595 $ 81,425 $ ( 1,334,040 ) $ ( 48,090 ) $ 106,890

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(In thousands of U.S.

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

Net loss $ ( 29,745 ) $ ( 57,388 )

Net income (loss) $ 169,695 $ ( 24,526 )

Non-cash items:

8 unchanged sentences

Accounts receivable 1,160 1,227

License receivable from Genevant ( 178,741 ) —

Prepaid expenses and other assets ( 195 ) 413

5 unchanged sentences

Purchase of investments in marketable securities ( 13,800 ) ( 34,716 )

Proceeds from sale of property and equipment 9 —

Disposition of investments in marketable securities 16,000 46,065

Acquisition of property and equipment — ( 96 )

Net cash provided by investing activities 2,199 11,349

FINANCING ACTIVITIES

Issuance of common shares pursuant to the Open Market Sale Agreement — 44,124

Issuance of common shares pursuant to exercise of stock options 11,531 2,653

2 unchanged sentences

Effect of foreign exchange rate changes on cash and cash equivalents ( 10 ) 4

(Decrease) / Increase in cash and cash equivalents ( 13,922 ) 5,561

Increase in cash and cash equivalents 5,698 746

Cash and cash equivalents, beginning of period 18,008 36,330

9 unchanged sentences

The Company is currently developing imdusiran (AB-729), its proprietary, GalNAc-conjugated, subcutaneously-delivered ribonucleic acid interference (RNAi) therapeutic, and AB-101, its proprietary oral PD-L1 inhibitor, for the treatment of chronic hepatitis B (cHBV).

The Company continues to protect and defend its intellectual property, which is the subject of its ongoing lawsuits against Moderna Therapeutics, Inc.

(Moderna) and against Pfizer Inc.

The Company continues to protect and defend its intellectual property, which is the subject of its ongoing lawsuit against Pfizer Inc.

and BioNTech SE (collectively, Pfizer/BioNTech) for their use of the Company’s patented lipid nanoparticle (LNP) technology in their COVID-19 messenger ribonucleic acid interference (mRNA)-LNP vaccines.

With respect to the Moderna lawsuit in the United States, fact discovery, expert discovery and summary judgment briefing have been completed and a trial date has been set for March 2026.

In March 2025, the Company, along with Genevant Sciences GmbH and/or its affiliates (collectively, Genevant), filed five international lawsuits against Moderna in connection with the use of the Company’s LNP technology in Moderna’s COVID-19 mRNA-LNP vaccines and, in the Unified Patent Court, also other Moderna products that use the same LNP technology, including Moderna’s respiratory syncytial virus (RSV) vaccines.

Public oral hearings for the two cases in the Unified Patent Court are scheduled for May 2026, and the trial in the Canadian case is set to begin in September 2027.

With respect to the Pfizer/BioNTech lawsuit, the court issued a claim construction ruling in September 2025, which construed the disputed claim terms in a manner the Company generally considers to be favorable.

At September 30, 2025, the Company had an aggregate of $ 93.7 million in cash, cash equivalents and investments in marketable securities.

The Company had no outstanding debt as of September 30, 2025.

The court issued a claim construction ruling in September 2025, which construed the disputed claim terms in a manner the Company generally considers to be favorable.

The parties are awaiting further scheduling in the litigation.

On March 3, 2026, the Company, along with Genevant Sciences GmbH and, solely for specified purposes, its parent company Genevant Sciences Ltd.

(collectively, Genevant), entered into a settlement agreement (the Moderna Settlement Agreement) with Moderna Inc.

and ModernaTX, Inc.

(together, Moderna) to resolve all patent infringement litigation and patent revocation proceedings involving Moderna and its affiliates pending in the United States and internationally (the Moderna LNP Litigation).

Under the terms of the Moderna Settlement Agreement, Moderna will make an aggregate $ 950.0 million noncontingent lump sum payment (the Noncontingent Settlement Payment) to the Company and Genevant on or before July 8, 2026.

In addition, Moderna is obligated to pay the Company and Genevant an additional aggregate contingent lump sum payment of $ 1.3 billion (the Contingent Settlement Payment) upon a ruling that is favorable to the Company and Genevant in a limited appeal related to 28 U.S.C.

§1498 (§1498) that Moderna filed, as allowed under the Moderna Settlement Agreement (the Moderna §1498 Appeal).

Under the Company’s license with Genevant, it is entitled to receive, after deduction of litigation costs, 20 % of the Noncontingent Settlement Payment.

The Company currently expects to receive an estimated $ 178.7 million of the Noncontingent Settlement Payment, which includes reimbursement of the Company’s litigation costs.

In addition, as of March 31, 2026, the Company owned approximately 16 % of the outstanding common equity of Genevant.

At March 31, 2026, the Company had an aggregate of $ 95.2 million in cash, cash equivalents and investments in marketable securities.

The Company had no outstanding debt as of March 31, 2026.

The Company believes it has sufficient cash resources to fund its operations for at least the next 12 months.

The success of the Company’s operations is dependent on obtaining the necessary regulatory approvals to bring one or more of its product candidates to market and achieve profitability from ongoing operations.

The Company’s 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 development programs or the Company’s ability to continue to fund these programs in the future.

Significant accounting policies

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These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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 September 30, 2025 and December 31, 2024, the Company’s results of operations for the three and nine months ended September 30, 2025 and 2024, and the Company’s cash flows for the nine months ended September 30, 2025 and 2024.

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 March 31, 2026 and December 31, 2025, the Company’s results of operations for the three months ended March 31, 2026 and 2025, and the Company’s cash flows for the three months ended March 31, 2026 and 2025.

Such adjustments are of a normal recurring nature.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results for the full year.

The results of operations for the three months ended March 31, 2026 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, 2025, 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 nine months ended September 30, 2025 and 2024 since the effect of including potential common shares would be anti-dilutive as the Company was in a net loss position.

For the nine months ended September 30, 2025, potential common shares of 14.9 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 18.7 million outstanding stock options and unvested restricted stock units were excluded from the calculation for the nine months ended September 30, 2024.

Net income (loss) per share

Net income (loss) per share is calculated based on the weighted average number of common shares outstanding.

Diluted net income (loss) per share is calculated using the treasury stock method and reflects the effect of all potentially dilutive securities (outstanding stock options and restricted stock units).

The number of weighted average shares used in the calculation of net income per share for the three months ended March 31, 2026 was as follows:

Three Months Ended March 31, 2026

Weighted average shares:

Basic shares 193,768,641

Potentially dilutive shares from equity-based compensation plans 1,445,426

Diluted shares 195,214,067

Diluted net loss per share does not differ from basic net loss per share for the three months ended March 31, 2025 since the effect of including potential common shares would be anti-dilutive as the Company was in a net loss position.

Total antidilutive securities that were excluded from the computation of diluted weighted-average shares outstanding were as follows:

Three Months Ended March 31,

Outstanding stock options and restricted stock units 10,367,441 15,572,411

Revenue from collaborations and licenses

6 unchanged sentences

(i) identify contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(ii) identify the performance

obligations in the contract;

(iii) determine the transaction price;

12 unchanged sentences

In accordance with ASC Topic 210-20, Balance Sheet - Offsetting (ASC 210-20) the Company’s deferred revenue was offset by a contract asset as further discussed in Note 9.

Recent accounting pronouncements

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No.

Recently adopted accounting standards

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740):

2 unchanged sentences

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 yet 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.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis and included the required enhanced disclosures in its Annual Report on Form 10-K for the year ended December 31, 2025.

As the guidance relates to disclosure requirements only, adoption did not have an impact on the Company’s financial statements.

Recent accounting pronouncements

The Company has reviewed all 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.

Fair value measurements

6 unchanged sentences

• 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.

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.

4 unchanged sentences

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 $ 11.1 million as of September 30, 2025 and the increase of $ 0.8 million from December 31, 2024 has been recorded as a component of total operating expenses in the condensed consolidated statements of operations and comprehensive income (loss) for the nine months ended September 30, 2025.

The Company determined the fair value of the contingent consideration was $ 8.6 million as of March 31, 2026 and the increase of $ 0.2 million from December 31, 2025 has been recorded as a component of total operating expenses in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2026.

The assumptions used in the discounted cash flow model are level 3 inputs as defined above.

There were no changes in the assumptions as of September 30, 2025 compared to December 31, 2024.

There were no changes in the assumptions as of March 31, 2026 compared to December 31, 2025.

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.

1 unchanged sentence

Level 1 Level 2 Level 3 Total

As of September 30, 2025 (in thousands)

As of March 31, 2026 (in thousands)

Cash and cash equivalents $ 23,706 $ — $ — $ 23,706

13 unchanged sentences

(in thousands)

Nine Months Ended September 30, 2025 $ 10,225 $ 827 $ 11,052

Nine Months Ended September 30, 2024 $ 7,600 $ 735 $ 8,335

Three Months Ended March 31, 2026 $ 8,395 $ 209 $ 8,604

Three Months Ended March 31, 2025 $ 10,225 $ 299 $ 10,524

See Note 4 for additional information regarding the fair value of the Company’s investments in marketable securities.

Investments in marketable securities

Investments in marketable securities consisted of the following:

Investments in cash equivalents and marketable securities consisted of the following:

Amortized Cost Gross Unrealized Gain (1)

Gross Unrealized Loss (1)

As of September 30, 2025 (in thousands)

As of March 31, 2026 (in thousands)

Cash equivalents

2 unchanged sentences

Investments in marketable short-term securities

US corporate bonds $ 3,059 $ 3 $ — $ 3,062

US treasury bills 33,551 5 ( 11 ) 33,545

9 unchanged sentences

Investments in marketable short-term securities

US corporate bonds $ 30,776 $ 27 $ ( 6 ) $ 30,797

US treasury bills 37,411 41 — 37,452

US government bonds $ 35,965 $ 46 $ — $ 36,011

Total $ 73,376 $ 87 $ — $ 73,463

(1) Gross unrealized gain (loss) is pre-tax and is reported in accumulated other comprehensive income (loss).

The contractual term to maturity of the $ 71.3 million of short-term marketable securities held by the Company as of September 30, 2025 is less than one year.

As of September 30, 2025, the Company held no long-term marketable securities.

The contractual term to maturity of the $ 71.5 million of short-term marketable securities held by the Company as of March 31, 2026 is less than one year.

As of March 31, 2026, the Company held no long-term marketable securities.

As of December 31, 2025, the Company’s $ 73.5 million of short-term marketable securities had contractual maturities of less than one year, while the Company held no long-term marketable securities.

At September 30, 2025 and December 31, 2024, the Company had 8 and 6 , respectively, available-for-sale investment debt securities in an unrealized loss position without an allowance for credit losses.

At March 31, 2026, the Company had 22 available-for-sale investment debt securities in an unrealized loss position without an allowance for credit losses.

As of December 31, 2025, there were no 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’ securities are of high credit quality and the decline in fair value is largely due to market conditions and/or changes in interest rates.

2 unchanged sentences

The fair value is expected to recover as the securities approach maturity.

Accrued interest receivable on investments in marketable securities of $ 0.3 million at September 30, 2025 and December 31, 2024 is included in prepaid expenses and other current assets.

The Company had realized gains of less than $ 0.1 million during both the three and nine months ended September 30, 2025 and 2024.

Accrued interest receivable on investments in marketable securities of $0.4 million and $ 0.3 million at March 31, 2026 and December 31, 2025, respectively, is included in prepaid expenses and other current assets.

The Company had no realized gains during either of the three months ended March 31, 2026 or 2025.

See Note 3 for additional information regarding the fair value of the Company’s investments in marketable securities.

1 unchanged sentence

In April 2018, the Company entered into an agreement with Roivant Sciences Ltd.

(Roivant), its largest shareholder, to launch Genevant Sciences Ltd., a company focused on a broad range of ribonucleic acid (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).

(Roivant), its largest shareholder, to launch Genevant Sciences Ltd., a company focused on nucleic acid- and gene editing-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 outside of hepatitis B (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.

2 unchanged sentences

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).

Notwithstanding the preceding, in March 2025, Genevant and the Company agreed that the Company be entitled to any award of damages in (or any proceeds of settlement of) certain pending patent litigation against Moderna and certain affiliates that is specifically allocated to Moderna’s vaccine for RSV known as mRESVIA ™ , and that, in the event there is no such specific allocation to mRESVIA in such award or settlement, the parties will discuss an appropriate allocation in good faith.

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 September 30, 2025, the carrying value of the Company’s investment in Genevant was zero and the Company owned approximately 16 % of the common equity of Genevant.

As of March 31, 2026, the carrying value of the Company’s investment in Genevant was zero and the Company owned approximately 16 % of the outstanding common equity of Genevant.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities are comprised of the following:

September 30, 2025 December 31, 2024

Accounts payable and accrued liabilities were comprised of the following:

March 31, 2026 December 31, 2025

(in thousands)

5 unchanged sentences

Total accounts payable and accrued liabilities $ 4,474 $ 5,459

In March 2025, the Company’s Board of Directors (the Board) took action to reduce the Company’s workforce by 57 %.

The Board also decided to exit the Company’s corporate headquarters in Warminster, Pennsylvania and to discontinue in-house scientific research.

As a result, the Company recorded a one-time restructuring charge of $ 12.4 million in the first quarter of 2025, of which there was $ 0.5 million in severance and benefit costs and $ 0.3 million of lease-related operation expenses accrued as of September 30, 2025.

In March 2025, the Company implemented changes to focus its efforts on advancing the clinical development of imdusiran and AB-101.

The decision was made to exit the Company’s corporate headquarters in Warminster, Pennsylvania, implement workforce reductions and discontinue in-house scientific research.

The Company recognized $12.9 million of restructuring charges in 2025, of which there was an aggregate of $ 0.2 million in medical benefit costs and lease expenses accrued as of March 31, 2026.

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.

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).

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.

ONPATTRO utilizes Arbutus’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.

3 unchanged sentences

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 September 30, 2025, the Company estimated an effective annual interest rate of approximately 2.3 %.

As of March 31, 2026, the Company estimated an effective annual interest rate of approximately 2.0 %.

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.

2 unchanged sentences

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 September 30, 2025, the Company has recorded an aggregate of $ 26.3 million of non-cash royalty revenue for royalties earned by OMERS.

From the inception of the royalty sale through March 31, 2026, an aggregate of $ 26.7 million of royalties have been 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 nine months ended September 30, 2025, 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 nine months ended September 30, 2024, the Company recognized non-cash royalty revenue of $ 1.7 million and related non-cash interest expense of less than $ 0.1 million.

The table below shows the activity related to the net liability for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,

During the three months ended March 31, 2026, the Company recognized non-cash royalty revenue of $ 0.2 million and related non-cash interest expense of less than $ 0.1 million.

During the three months ended March 31, 2025, the Company recognized non-cash royalty revenue of $ 0.4 million and related non-cash interest expense of less than $ 0.1 million.

The table below shows the activity related to the net liability for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands)

5 unchanged sentences

The royalty from Acuitas has been retained by the Company and was not part of the royalty sale to OMERS.

In addition to the two royalty entitlements, the Company is entitled to receive payments upon the achievement of contractual milestones related to Alnylam’s use of the Company’s proprietary LNP technology for other products.

Contingencies and commitments

5 unchanged sentences

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 condensed consolidated statements of operations and comprehensive income (loss) (see Note 3).

The fair value of the contingent consideration was $ 11.1 million as of September 30, 2025.

The fair value of the contingent consideration was $ 8.6 million as of March 31, 2026.

Collaborations, contracts and licensing agreements

2 unchanged sentences

In December 2021, the Company entered into a technology transfer and license agreement (the Qilu 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 was 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 (Greater China and Taiwan).

(Qilu), pursuant to which the Company granted Qilu a sublicensable, royalty-bearing license, under certain intellectual property owned by the Company, which was 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 HBV in China, Hong Kong, Macau and Taiwan (Greater China and Taiwan).

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 up to $ 245.0 million, net of withholding taxes, upon the achievement of certain technology transfer, development, regulatory and commercialization milestones.

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The royalties were payable on a product-by-product and region-by-region basis, subject to certain limitations.

Qilu was responsible for all costs related to developing, obtaining regulatory approval for, and commercializing imdusiran for the treatment or prevention of hepatitis B in Greater China and Taiwan.

Qilu was required to use commercially reasonable efforts to develop, seek regulatory approval for, and commercialize at least one imdusiran product candidate in Greater China and Taiwan.

A joint development committee was established between the Company and Qilu to coordinate and review the development, manufacturing and commercialization plans.

Both parties also entered into a supply agreement and related quality agreement pursuant to which the Company would manufacture and supply Qilu with all quantities of imdusiran necessary for Qilu to develop and commercialize in Greater China and Taiwan until the Company completed its manufacturing technology transfer to Qilu and Qilu received all approvals required for it or its designated contract manufacturing organization to manufacture imdusiran in Greater China and Taiwan.

Concurrent with the execution of the Qilu 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).

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As no obligations remain under the Qilu License Agreement, the Company recognized all previously deferred revenue in the second quarter of 2025.

For the period of time the Qilu License Agreement was effective, it fell under the scope of ASC 808 as both parties were active participants in the arrangement and were exposed to significant risks and rewards.

While this arrangement was in the scope of ASC 808, the Company analogized 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 Qilu License Agreement) (the Qilu License) and (ii) drug supply obligations and manufacturing technology transfer (the Manufacturing Obligations).

The Company determined that these two commitments were 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 Agreement without the Company’s involvement in the manufacturing activities until the transfer of the manufacturing know-how was complete.

As such, the Company combined these commitments into one performance obligation to which the transaction price was allocated and recognized 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 included the $ 40.0 million upfront fee, $ 4.4 million of withholding taxes paid by Qilu on behalf of the Company, and 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 reevaluated the probability of achievement of the future development, regulatory, and sales milestones subject to constraint and, if necessary, adjusted its estimate of the overall transaction price.

Any such adjustments were recorded on a cumulative catch-up basis, which affect revenues and earnings in the period of adjustment.

Due to the conclusion of the strategic partnership with Qilu, the Company recognized the remainder of the $ 9.6 million of deferred revenue during the nine months ended September 30, 2025.

The Company also recognized $ 0.5 million of revenue based on labor hours expended by the Company on its Manufacturing Obligations during the nine months ended September 30, 2025.

The Company recognized $ 0.1 million and $ 0.9 million during the three and nine months ended September 30, 2024, respectively, related to labor hours expended.

The Company incurred $ 0.6 million of incremental costs in obtaining the Qilu License Agreement, which was capitalized in other current assets and other assets and amortized as a component of general and administrative expense commensurate with the recognition of the combined performance obligation.

The Company recognized the remainder of the amortization expense at the conclusion of the strategic partnership, recognizing a total of $0.2 million of amortization expense during the nine months ended September 30, 2025.

The Company recognized amortization expense of less than $ 0.1 million for both the three and nine months ended September 30, 2024.

Until the conclusion of the strategic partnership with Qilu, the Company reevaluated the transaction price and the total estimated labor hours expected to be incurred to satisfy the performance obligations and adjusted the deferred revenue at the end of each reporting period, which resulted in changes to the amount of collaboration revenue recognized and deferred revenue.

During the three months ended March 31, 2025, the Company recognized $ 0.8 million of revenue based on labor hours expended by the Company on its Manufacturing Obligations and expense of less than $ 0.1 million for amortization of costs associated with obtaining the Qilu License Agreement.

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 immunotherapy, and ongoing nucleos(t)ide analogue therapy in patients with cHBV.

In July 2021, the Company entered into a clinical collaboration agreement with Barinthus Biotherapeutics plc (Barinthus), formerly Vaccitech plc, pursuant to which the Company completed IM-PROVE II, a Phase 2a proof-of-concept clinical trial evaluating the safety, antiviral activity and immunogenicity of a combination treatment with Barinthus’ VTP-300, an HBV immunotherapeutic, administered after imdusiran in patients with cHBV infection.

This clinical trial was amended to include a treatment arm with the addition of an approved PD-1 monoclonal antibody inhibitor, nivolumab (Opdivo ® ).

The Company was 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 split all costs associated with the clinical trial.

The Company incurred $ 0.4 million and $0.9 million of expenses, net of Barinthus’s 50% share, during the three and nine months ended September 30, 2025, respectively, and $ 0.5 million and $1.7 million during the three and nine months ended September 30, 2024, respectively, and reflected those costs in research and development in the condensed consolidated statements of operations and comprehensive income (loss).

The Company and Barinthus retained full rights to their respective product candidates and split all costs associated with the clinical trial.

The Company received $ 0.3 million of refunds and incurred $ 0.3 million of costs related to the collaboration, net of Barinthus’s 50 % share, during the three months ended March 31, 2026 and 2025, respectively, and reflected those amounts in research and development in the condensed consolidated statements of operations and comprehensive income (loss).

Royalty Entitlements

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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 September 30, 2025, an aggregate of $ 26.3 million of royalties have been earned by OMERS.

From the inception of the royalty sale through March 31, 2026, an aggregate of $ 26.7 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.

Licensing Agreements

As discussed in Note 1, the Company, along with Genevant (a related party), entered into the Moderna Settlement Agreement with Moderna in the first quarter of 2026, whereby Moderna will make an aggregate $ 950.0 million Noncontingent Settlement Payment to the Company and Genevant on or before July 8, 2026.

Under the Company’s license with Genevant, the Company is entitled to receive, after deduction of litigation costs, 20 % of the Noncontingent Settlement Payment.

During the three months ended March 31, 2026, the Company recognized revenue of $ 178.7 million based on its estimate of its portion of the Noncontingent Settlement Payment, which includes reimbursement of the Company’s litigation costs.

As of March 31, 2026, the Company recorded a corresponding receivable of $ 178.7 million related to the estimate of its portion of the Noncontingent Settlement Payment, which is included in current assets.

The Company had no income tax expense during the three months ended March 31, 2026, as it utilized available net operating loss carryforwards to offset the taxable income generated from recognizing the revenue.

No amounts were recognized related to the Contingent Settlement Payment as of March 31, 2026.

Revenues are summarized in the following table:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(in thousands) (in thousands)

Three Months Ended March 31,

(in thousands)

Revenue from collaborations and licenses

Acuitas Therapeutics, Inc.

$ 280 $ 644 $ 1,375 $ 1,981

Qilu Pharmaceutical Co., Ltd.

— 123 10,434 880

License revenue from Genevant 178,741 —

Non-cash royalty revenue

Alnylam Pharmaceuticals, Inc.

249 572 1,223 1,736

Total revenue $ 179,126 $ 1,764

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Open Market Sale Agreement

Effective March 26, 2025, the Company terminated its Open Market Sale Agreement with Jefferies LLC (Jefferies) dated December 20, 2018, as amended (the Sale Agreement), under which the Company could offer and sell common shares, from time to time.

Prior to the termination of the Sale Agreement, the Company did not issue any common shares pursuant to the Sale Agreement during the nine months ended September 30, 2025.

The Company did not issue any common shares pursuant to the Sale Agreement during the three months ended September 30, 2024.

During the nine months ended September 30, 2024, the Company issued 16,499,999 common shares pursuant to the Sale Agreement, resulting in net proceeds of $ 44.1 million.

The Company did not issue any common shares pursuant to the Sale Agreement during the three months ended March 31, 2026 or 2025.

Stock-based compensation

The table below summarizes information about the Company’s stock-based compensation for the three and nine months ended September 30, 2025 and 2024 and the expense recognized in the condensed consolidated statements of operations:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(in thousands, except share and per share data)

The table below summarizes information about the Company’s stock-based compensation for the three months ended March 31, 2026 and 2025 and the expense recognized in the condensed consolidated statements of operations:

Three Months Ended March 31,

Stock options

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Grant date fair value $ 4.39 $ 3.29

Three Months Ended March 31,

(in thousands)

Stock compensation expense

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The accounting policies of the single segment are the same as those described in the summary of significant accounting policies.

The chief operating decision maker assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the condensed and consolidated statements of operations and comprehensive income (loss) as consolidated net loss.

The chief operating decision maker uses net loss to monitor budget versus actual results and to evaluate the overall cash burn of the business.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The chief operating decision maker assesses performance for the single segment and decides how to allocate resources based on net income (loss) that also is reported on the condensed consolidated statements of operations and comprehensive income (loss) as consolidated net income (loss).

The chief operating decision maker uses net income (loss) to monitor budget versus actual results and to evaluate the overall cash burn of the business.

Three Months Ended March 31,

(in thousands)

Revenue $ 179,126 $ 1,764

Research and development employee expense, lab supplies and overhead 3,194 6,166 9,927 20,174

Imdusiran IM-PROVE I, II & III clinical trials expense 1,073 5,031 4,862 14,430

AB-101-001 Phase 1a/1b clinical trial expense 1,134 2,931 4,771 8,927

Other research and development programs expense 377 145 675 1,696

Imdusiran clinical development expense 891 2,171

AB-101-001 clinical development expense 526 1,899

Other research and development expense 2,703 4,889

General and administrative expense 5,889 5,832

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Other segment expense (1)

303 367 893 857

Interest income 815 1,197

Segment net loss $ ( 7,742 ) $ ( 19,717 ) $ ( 29,745 ) $ ( 57,388 )

Segment net income (loss) $ 169,695 $ ( 24,526 )

Adjustments and reconciling items — —

Consolidated net loss $ (7,742) $ (19,717) $ (29,745) $ (57,388)

Consolidated net income (loss) $ 169,695 $ (24,526)

(1) Other segment expense includes the change in the fair value of contingent consideration, non-cash interest expenses and foreign currency exchange gains and losses.

Restructuring

In March 2025, the Board took action to reduce the Company’s workforce by 57 %.

The Board also decided to exit the Company’s corporate headquarters in Warminster, Pennsylvania and to discontinue in-house scientific research.

In connection with these actions, the Company incurred a one-time restructuring charge in the first quarter of 2025 of $ 12.4 million and $12.6 million for the nine months ended September 30, 2025, which included approximately $ 6.1 million of cash severance and continued benefits paid, $ 2.4 million of non-cash expense related to the modification of equity awards, non-cash impairment charges for leasehold improvements and laboratory equipment of $ 1.9 million and $ 0.9 million, respectively, $ 0.9 million related to impairment of the right-of-use asset associated with the lease of the Company’s corporate headquarters and a $ 0.4 million accrual of lease-related operating expenses.

As of September 30, 2025, there was $ 0.5 million of accrued restructuring costs for severance payments and a $ 0.3 million accrual of lease-related operating expenses included in accounts payable and accrued liabilities.

Related Party Transaction

On August 5, 2025, the Company entered into an agreement with Keith Manchester, M.D.

for consulting services regarding the Company’s development strategy and its hepatitis B programs.

Manchester served as a member of the Board until February 24, 2025 and is considered a related person due to his service on the Board during the current fiscal year.

In connection with this agreement, the Company granted an option to purchase 400,000 common shares to Dr.

Manchester, with 5/48ths vesting immediately and the remainder vesting monthly.

Vesting of all unvested shares may be accelerated if certain performance conditions are achieved, at the discretion of the Board.

The grant date fair value of the award was calculated using the Black-Scholes option valuation model, and expense will be recognized over the expected service period.

The Company will accelerate recognition of any unrecognized expense if and when it becomes probable that the performance conditions will be satisfied.

In March 2025, the Company implemented changes to focus its efforts on advancing the clinical development of imdusiran and AB-101.

The decision was made to exit the Company’s corporate headquarters in Warminster, Pennsylvania, implement workforce reductions and discontinue in-house scientific research.

The restructuring had resulted in a total workforce after reductions of 18 employees as of March 31, 2026.

As of March 31, 2026, there was less than $ 0.1 million of accrued restructuring costs for medical benefits and a $ 0.2 million accrual of lease-related operating expenses included in accounts payable and accrued liabilities.

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.

What changed 10-Q

Item 1. Financial Statements