INTRODUCTORY NOTE
Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended, this Amendment No. 8 to the Schedule 13D amends certain items of the Schedule 13D for the common shares, no par value (the “Common Shares”), of Arbutus Biopharma Corporation (the “Issuer”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2015, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on August 26, 2015, Amendment No. 2 to the Schedule 13D filed with the SEC on February 17, 2016, Amendment No. 3 to the Schedule 13D filed with the SEC on October 3, 2017, Amendment No. 4 to the Schedule 13D filed with the SEC on October 17, 2017, Amendment No. 5 to the Schedule 13D filed with the SEC on January 16, 2018, Amendment No. 6 to the Schedule 13D filed with the SEC on February 14, 2018 and Amendment No. 7 to the Schedule 13D filed with the SEC on March 16, 2018 (the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On April 11, 2018, Roivant and the Issuer entered into a definitive agreement for the joint development of the Issuer’s nucleic acid delivery platform based on the Lipid Nanoparticle (LNP) technology and ligand conjugate delivery technology. Pursuant to the terms of a master contribution and share subscription agreement, dated April 11, 2018 (the “Master Agreement”), among Roivant, Genevant Sciences Ltd., a wholly-owned subsidiary of Roivant (“Genevant”), and the Issuer, and certain other related agreements, Roivant and the Issuer have agreed to pursue the joint development of the LNP technology (including the ligand conjugate delivery technology) through their joint ownership of Genevant. These related agreements include, among others, a shareholders agreement (as described in Item 6 below), a data sharing agreement, a transition services agreement, a cross license agreement (as described in Item 6 below), certain services agreements relating to the joint development of the LNP technology (including the GalNAc technology) and a sublease.
Other than as described above, Roivant does not currently have plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although Roivant may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with their advisors, the Issuer or other persons).
Item 5. Interests in Securities of the Issuer.
Item 5 (b) of the Schedule 13D is hereby amended as follows:
The percentage of outstanding Common Shares that may be deemed to be beneficially owned by Roivant is set forth on line 13 of Roivant’s cover sheet of this Schedule 13D. Such percentage was calculated for Roivant based on an aggregate of 55,070,037 Common Shares issued and outstanding as of March 6, 2018, as reported in the Issuer’s annual report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 16, 2018.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Master Agreement
Pursuant to the Master Agreement, concurrent with the signing of the Master Agreement, (i) Roivant agreed to make a cash contribution of $22,500,000 and assign an employment agreement, in each case, to Genevant in exchange for 22,499,900 common shares of Genevant, which, together with Roivant’s existing ownership of 100 common shares of Genevant, would give Roivant ownership of 22,500,000 common shares of Genevant, and (ii) the Issuer agreed to contribute the LNP Assets (as defined in the Master Agreement) to Genevant in exchange for 22,500,000 common shares of Genevant. As a result of the
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consummation of the respective contributions to Genevant upon the signing of the Master Agreement, each of Roivant and the Issuer own 50% of the outstanding common shares of Genevant.
The Master Agreement contains representations, warranties and covenants of the parties customary for transactions of this type. Subject to certain exceptions and limitations, each party is obligated to indemnify the other parties, as applicable, for breaches of representations, warranties and/or covenants and for certain liabilities, as set forth in the Master Agreement.
Shareholders Agreement
Pursuant to the terms of the Master Agreement, on April 11, 2018, Roivant, Genevant and the Issuer entered into a shareholders agreement (the “Shareholders Agreement”). Under the Shareholders Agreement, Roivant, Genevant and the Issuer have agreed to certain voting, governance and registration rights in favor of Roivant and the Issuer. Additionally, each of Roivant and the Issuer, as well as any person who becomes a shareholder of Genevant, are subject to certain transfer restrictions with respect to the common shares of Genevant held by them. Pursuant to the Shareholders Agreement, Roivant is also obligated to contribute a second tranche of funding of $15 million (at a predetermined, stepped-up, valuation) to be provided based on certain triggering criteria, but no later than 18 months after Genevant’s creation.
Cross License Agreement
Pursuant to the terms of the Master Agreement,
on April 11, 2018, Genevant and the Issuer entered into a cross license agreement (the “Cross License Agreement”) pursuant to which the Issuer grants to Genevant a worldwide, exclusive (unless unavailable, then non-exclusive) and sublicensable license to the Issuer’s intellectual property relating to the LNP technology and ligand conjugate delivery technology for use by Genevant (subject to certain use and field limitations), and Genevant grants to the Issuer a worldwide exclusive and sublicensable license to any intellectual property that is owned or licensed by Genevant for use by the Issuer in the field of HBV.
The foregoing descriptions of the Master Agreement and related agreements do not purport to be complete, and are qualified in their entirety by reference to the Master Agreement. A copy of the Master Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
The Master Agreement has been filed to provide investors with information regarding their terms. The terms and information therein should not be relied on as disclosure about the Issuer, Genevant or Roivant without consideration of the reports that the Issuer or Roivant files with the SEC. The terms of the Master Agreement govern the contractual rights and relationships, and allocate risks, among the parties in relation to the relevant transaction or proposed transaction. In particular, the representations and warranties made by the parties to each other in the Master Agreement have been negotiated among the parties with the principal purpose of setting forth their respective rights with respect to their obligation to close the transactions should events or circumstances change or be different from those stated in the representations and warranties. Matters may change from the state of affairs contemplated by the representations and warranties. Roivant does not undertake any obligation to publicly release any revisions to these representations and warranties, except as required under U.S. federal or other applicable securities laws.
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