SEC Form SC 13G filed by Arbutus Biopharma Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

_____________________________________

Arbutus Biopharma Corporation

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

03879J100

(CUSIP Number)

N/A

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 03879J100

 

CUSIP No. 03879J100

 

CUSIP No. 03879J100

 

Arbutus Biopharma Corporation (the “Issuer”)

 

701 Veterans Circle

Warminster, PA 18974

 

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

 

This statement relates to Common Shares (as defined in Item 2(d) below) held by Two Seas Global (Master) Fund LP (the “Global Fund”) and Two Seas LNP Opportunities (Master) Fund LP (the “Opportunities Fund”, and together with the Global Fund, the “Funds”). The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Funds and other advisory clients. As such, TSC has been granted investment discretion over portfolio investments, including the Common Shares, held by or for the account of the Funds, including the Funds’ voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the Chief Investment Officer of TSC and Managing Member of TSC GP.

 

The address of the principal business office of each of the Reporting Persons is 32 Elm Place, 3rd Floor, Rye, New York 10580.

 

 

 

Common Shares, without par value (the “Common Shares”)

 

03879J100

 

 

 

TSC - 9,503,103 Common Shares

TSC GP - 9,503,103 Common Shares

Sina Toussi - 9,503,103 Common Shares

 

TSC - 5.7%

TSC GP - 5.7%

Sina Toussi - 5.7%

(i) Sole power to vote or to direct the vote: 9,503,103

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 9,503,103

(iv) Shared power to dispose or to direct the disposition of: 0

Number of shares as to which TSC GP has:

(i) Sole power to vote or to direct the vote: 9,503,103

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 9,503,103

(iv) Shared power to dispose or to direct the disposition of: 0

Number of shares as to which Sina Toussi has:

(i) Sole power to vote or to direct the vote: 9,503,103

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 9,503,103

(iv) Shared power to dispose or to direct the disposition of: 0

The Common Shares reported for Item 4 total 9,503,103, of which 4,886,991 are held by the Global Fund and 4,616,112 are held by the Opportunities Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Common Shares held by the Funds, through its capacity as investment adviser of the Funds. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Common Shares held by the Funds, through its capacity as general partner of TSC. Sina Toussi may be deemed to have sole power to vote and sole power to dispose of the Common Shares held by the Funds, through his capacity as Managing Member of TSC GP.

The percentages reported for Item 4(b) are calculated based on a total of 167,695,247 Common Shares outstanding on November 3, 2023, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

This Item 5 is not applicable.

 

See disclosure in Item 4, which is incorporated by reference herein.

 

See disclosure in Item 2, which is incorporated by reference herein.

 

This Item 8 is not applicable.

 

This Item 9 is not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the Common Shares, without par value, of Arbutus Biopharma Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 21st day of November, 2023.