ABUS Arbutus Biopharma Corporation

Item 1.01.  Entry into a Material Definitive Agreement.

On March 4, 2021, Arbutus Biopharma Corporation (the “Company”) entered into Amendment No. 3 (the “Third Amendment”) to the Open Market Sale Agreement^SM, dated December 20, 2018, with Jefferies LLC, as sales agent (“Jefferies”), as previously amended by Amendment No. 1, dated December 20, 2019, and Amendment No. 2, dated August 7, 2020 (as amended, the “Sale Agreement”). The Third Amendment revised the Sale Agreement to reflect that the Company may issue and sell additional common shares, without par value (the “Common Shares”), from time to time through Jefferies by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.

This description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

As previously disclosed, on August 7, 2020, the Company and Jefferies entered into Amendment No. 2 to the Sale Agreement, pursuant to which the Company may issue and sell its Common Shares having an aggregate offering price of up to $75.0 million from time to time through Jefferies. The terms of such offering of Common Shares are contained in a prospectus supplement, dated August 7, 2020 (the “August 2020 Prospectus Supplement”) under a shelf registration statement on Form S-3 (File No. 333-235674) that was declared effective by the Securities and Exchange Commission (the “SEC”) on January 10, 2020 (the “January 2020 Registration Statement”). The Company inadvertently filed a second prospectus supplement on August 7, 2020, which is identical to the August 2020 Prospectus Supplement and should not be construed as a separate prospectus supplement relating to the Sale Agreement. As of the date hereof, the Company has sold $58,564,835 of its Common Shares pursuant to the Sale Agreement under the August 2020 Prospectus Supplement. Therefore, $16,435,165 of the Company’s Common Shares remain available for issuance pursuant to the Sale Agreement under the August 2020 Prospectus Supplement. On March 4, 2021, the Company filed another prospectus supplement with the SEC (the “March 2021 Prospectus Supplement” and together with the August 2020 Prospectus Supplement, the “Prospectus Supplements”) in connection with the offering of up to an additional $75.0 million of its Common Shares pursuant to the Sale Agreement under a shelf registration statement on Form S-3 (File No. 333-248467) that was declared effective by the SEC on October 22, 2020 (the “October 2020 Registration Statement”). As a result, the Company has an aggregate of $91,435,165 of Common Shares in remaining capacity under the Prospectus Supplements.

The Common Shares are registered pursuant to the January 2020 Registration Statement and the October 2020 Registration Statement, and offerings for the Common Shares will be made only by means of the August 2020 Prospectus Supplement and the March 2021 Prospectus Supplement, as applicable. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares nor shall there be any sale of the Common Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The legal opinion of Farris LLP relating to the legality of the issuance and sale of the Common Shares pursuant to the March 2021 Prospectus Supplement is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.