Arbutus Biopharma Corporation (NASDAQ:ABUS) Files An 8-K Submission of Matters to a Vote of Security Holders

Arbutus Biopharma Corporation (NASDAQ:ABUS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

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On January 11, 2018, Arbutus Biopharma Corporation (the "Corporation") held a Special Meeting of Shareholders.

At the meeting, shareholders voted to approve the issuance of 664,000 Preferred Shares (as defined below) and common shares, no par value, issuable upon conversion of those Preferred Shares, to Roivant Sciences Ltd. ("Roivant"), as follows:

Votes For

% For

Votes Against

% Against

Abstentions

Broker Non- Votes

16,202,398

99.32

111,664

0.68

4,994

Shareholders also voted to approve an amendment to Part 27 of Arbutus' Articles of Incorporation ("Articles") to extend the period during which certain decisions of the Board of Directors of the Company (the "Board") require approval of at least 70% of the directors from March 4, 2018 to October 16, 2021, as follows:

Votes For

% For

Votes Against

% Against

Abstentions

Broker Non- Votes

34,206,314

99.49

175,016

0.51

5,255

Shareholders also voted to approve an amendment to Part 28 of Arbutus' Articles to which: (i) Roivant would have the right until October 16, 2021, subject to certain conditions, to nominate up to three members of the Board (at least one of whom must be "independent" within the meaning of the Articles, if Roivant has three nominees), and (ii) for so long as Roivant has such nomination rights, the total number of directors of Arbutus would not, without the prior written consent of Roivant, be permitted to exceed seven directors, the majority of whom would be required to be "independent," as follows:

Votes For

% For

Votes Against

% Against

Abstentions

Broker Non- Votes

34,256,691

99.65

119,288

0.35

10,606

Item 8.01. Other Events.

On January 12, 2018, the Corporation completed the issuance and sale to Roivant of 664,000 series A participating convertible preferred shares of the Corporation (the "Preferred Shares"), at a price of $100 per share, for gross proceeds to the Corporation of $66.4 million. The sale of the Preferred Shares was the second tranche of a larger subscription by Roivant, to a subscription agreement between the Corporation and Roivant that was previously disclosed in the Current Report on Form 8-K of the Corporation filed on October 3, 2017, of an aggregate of 1,164,000 Preferred Shares, of which 500,000 Preferred Shares were issued and sold to Roivant on October 16, 2017. The aggregate gross proceeds to the Corporation for the sale of the 1,164,000 Preferred Shares was $116.4 million.

In connection with the completion of the sale of the Preferred Shares, the Corporation and Roivant have agreed to waive certain of the Corporation's obligations under the Amended and Restated Governance Agreement previously entered by the Corporation and Roivant, until a later time not to be later than the Corporation's next meeting of its shareholders.

In connection with the closing of the second tranche of the sale of the Preferred Shares, the Corporation issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1.Press release, dated January 16, 2018


Arbutus Biopharma Corp Exhibit
EX-99.1 2 ex99_1.htm PRESS RELEASE EXHIBIT 99.1     Arbutus Announces Closing of the Second Tranche of a $116M Strategic Investment from Roivant Sciences NOT FOR IMMEDIATE RELEASE:                                                                                                             January 16,…
To view the full exhibit click here

About Arbutus Biopharma Corporation (NASDAQ:ABUS)

Arbutus Biopharma Corporation, formerly Tekmira Pharmaceuticals Corporation, is a therapeutic solutions company. The Company is engaged in discovering, developing and commercializing a cure for patients suffering from chronic hepatitis B infection (HBV), a disease of the liver caused by the hepatitis B virus (HBV). It is developing a pipeline focused on advancing Ribo Nucleic Acid interference therapeutics (RNAi) using its Lipid Nanoparticle technology. The Company’s lead RNAi HBV candidate, ARB-1467, eliminates HBV surface antigen expression in patients chronically infected with HBV. ARB-1467 is being developed as a multi-component RNAi therapeutic that targets various sites on the HBV genome. It is also developing small molecule covalently closed circular deoxyribonucleic acid (cccDNA) formation inhibitors, multiple small molecule orally bioavailable inhibitors of HBV surface antigen production and secretion, cccDNA epigenetic modifiers and stimulator of interferon genes agonists.

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