|
British Columbia
(State or other jurisdiction of incorporation or organization) |
| |
98-0597776
(I.R.S. Employer Identification Number) |
|
|
Steven J. Abrams
Hogan Lovells US LLP 1735 Market Street, 23rd Floor Philadelphia, Pennsylvania 19103 (267) 675-4600 |
| |
Elizabeth Howard, Ph.D., J.D.
Executive Vice President, General Counsel and Chief Compliance Officer Arbutus Biopharma Corporation 701 Veterans Circle Warminster, Pennsylvania 18974 (267) 469-0914 |
| |
R. Hector MacKay-Dunn, Q.C.
Farris LLP 2500-700 West Georgia Street Vancouver, British Columbia Canada V7Y 1B3 (604) 684-9151 |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ | |
| Non-accelerated filer | | | ☐ | | | Smaller Reporting Company | | | ☒ | |
| | | | | | | Emerging Growth Company | | | ☐ | |
| | ||||||||||||||||
Title of each class of Securities to be Registered(1)(2)
|
| | |
Amount to be
Registered(3) |
| | |
Proposed Maximum
Offering Price Per Unit(4) |
| | |
Proposed Maximum
Aggregate Offering Price(4) |
| | |
Amount of
Registration Fee |
|
Common shares, without par value
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
|
Preferred shares
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
|
Warrants
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
|
Debt Securities
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
|
Units
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
|
Total
|
| | |
$200,000,000
|
| | |
—
|
| | |
$200,000,000
|
| | |
$25,960
|
|
| | |
Page
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| | | | 18 | | | |
| | | | 21 | | | |
| | | | 21 | | | |
| | | | 21 | | |
| | |
Amount to
be paid |
| |||
SEC registration fee
|
| | | $ | 25,960 | | |
FINRA fee
|
| | | $ | 30,500 | | |
Printing expenses
|
| | | $ | (1) | | |
Accounting fees and expenses
|
| | | $ | (1) | | |
Legal fees and expenses
|
| | | $ | (1) | | |
Miscellaneous
|
| | | $ | (1) | | |
Total
|
| | | $ | (1) | | |
Exhibit
Number |
| |
Description of Document
|
|
4.4* | | | Form of Warrant Agreement for Common Shares, including Warrant Certificate for Common Shares. | |
4.5* | | | Form of Unit Agreement. | |
4.6* | | | Form of Warrant Agreement for Preferred Shares, including Warrant Certificate for Preferred Shares. | |
4.7* | | | Form of Warrant Agreement for Debt Securities, including Warrant Certificate for Debt Securities. | |
5.1 | | | Opinion of Farris LLP. | |
23.1 | | | Consent of KPMG LLP, independent registered public accounting firm. | |
23.2 | | | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
23.3 | | | Consent of Farris LLP (included in Exhibit 5.1). | |
24.1 | | | Power of Attorney (included on signature page to the registration statement). | |
25.1** | | | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Trustee for Form of Indenture. | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ WILLIAM H. COLLIER
William H. Collier
|
| |
President, Chief Executive Officer and Director
(Principal Executive Officer) |
| |
August 28, 2020
|
|
|
/S/ DAVID C. HASTINGS
David C. Hastings
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| |
August 28, 2020
|
|
|
/S/ FRANK TORTI, M.D.
Frank Torti, M.D.
|
| |
Chairman
|
| |
August 28, 2020
|
|
|
/S/ DANIEL BURGESS
Daniel Burgess
|
| |
Director
|
| |
August 28, 2020
|
|
|
/S/ RICHARD C. HENRIQUES
Richard C. Henriques
|
| |
Director
|
| |
August 28, 2020
|
|
|
/S/ KEITH MANCHESTER, M.D.
Keith Manchester, M.D.
|
| |
Director
|
| |
August 28, 2020
|
|
|
/S/ ERIC VENKER, M.D., PHARM.D.
Eric Venker, M.D. Pharm.D.
|
| |
Director
|
| |
August 28, 2020
|
|
|
/S/ JAMES MEYERS
James Meyers
|
| |
Director
|
| |
August 28, 2020
|
|
|
/S/ ANDREW CHENG, M.D., PH.D.
Andrew Cheng, M.D., Ph.D.
|
| |
Director
|
| |
August 28, 2020
|
|