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Arbutus Biopharma and Genevant have entered a global patent settlement with Moderna totaling up to $2.25 billion. Moderna will pay $950 million as a noncontingent lump sum in July 2026 and a further $1.3 billion only if Moderna’s appeal under U.S. Section 1498 is resolved in Arbutus/Genevant’s favor or not pursued. If the appellate court finds that Section 1498 bars only some vaccine doses, the contingent amount will be prorated, and under certain later reversals Arbutus/Genevant must repay it with interest.
The agreement ends all LNP-related litigation with Moderna and includes a fully paid-up, royalty-free, irrevocable, non-exclusive worldwide license and covenant not to sue for Moderna’s SM-102–based mRNA vaccines for infectious diseases meeting specified conditions. Under Arbutus’s license with Genevant, Arbutus is entitled to 20% of settlement proceeds after litigation costs and is evaluating a potential return of capital to shareholders in the third quarter of 2026 tied to the upfront payment.
Arbutus Biopharma reported a key court ruling in its patent case against Moderna over lipid nanoparticle technology used in the COVID‑19 vaccine mRNA‑1273. The Delaware federal court held that inter partes review estoppel and issue preclusion bar Moderna from pursuing obviousness defenses against several Arbutus patents and rejected Moderna’s derivation defense to U.S. Patent No. 9,504,651. However, the judge found that Moderna’s expert evidence on enablement creates factual disputes, so Moderna may still argue that the asserted patents are not enabled at trial. The court also excluded obviousness opinions from one Moderna expert while allowing another expert’s enablement opinions to be presented to a jury.
Two Seas Capital LP and related parties reported a significant passive stake in Arbutus Biopharma Corp. As of December 31, 2025, Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi each beneficially owned 12,589,158 Arbutus common shares, representing 6.5% of the company.
The shares are held through Two Seas Global (Master) Fund LP, with 9,078,634 shares, and Two Seas LNP Opportunities (Master) Fund LP, with 3,510,524 shares. The reporting persons have sole voting and dispositive power over these shares and classify the position as held in the ordinary course of business, not to influence control of Arbutus.
Morgan Stanley and Morgan Stanley Investment Management Inc. report significant ownership of Arbutus Biopharma Corp common shares. As of the event date of 12/31/2025, Morgan Stanley is deemed to beneficially own 25,910,337 shares, representing 13.5% of the outstanding common shares.
The filing shows no sole voting or dispositive power, with voting and dispositive authority largely shared across related entities. The firms certify the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Arbutus Biopharma.
Arbutus Biopharma Corporation reported a key court decision in its patent lawsuit, brought with Genevant, against Moderna over lipid nanoparticle (LNP) technology used in Moderna’s COVID‑19 vaccine mRNA‑1273. A U.S. District Court in Delaware largely rejected Moderna’s argument that the case belongs in the Court of Federal Claims under a statute covering inventions used “for the Government,” limiting that defense to vaccine doses given directly to U.S. government employees.
The Court also held that Arbutus is barred by prosecution history estoppel from relying on the doctrine of equivalents for several “molar ratio” LNP patents, meaning it must prove literal infringement on those claims. At the same time, the judge found that disputes over whether Arbutus’s patents are invalid as indefinite must be decided by a jury and allowed expert testimony on that issue, while excluding several other experts on both sides.
Arbutus Biopharma Chief Financial Officer Tuan Nguyen reported new equity awards. On 02/02/2026, he received 73,500 restricted stock units (RSUs), each representing one common share, vesting in three equal annual installments starting one year after the grant, subject to continued service. Common shares will automatically be sold at each vesting date to cover tax withholding in a non‑discretionary way. He was also granted a stock option for 188,400 common shares at an exercise price of $4.39 per share, vesting over four years in substantially equal monthly installments beginning one month after the grant, also conditioned on continued service.
Arbutus Biopharma Corp
The RSUs vest in three equal annual installments beginning one year from the grant date, contingent on continued service, and shares will be automatically sold at vesting to cover tax withholding. She also received a stock option for 71,700 common shares at an exercise price equal to the Nasdaq closing price of $4.39 on the grant date.
This option vests over four years, with 1/48th of the shares vesting in substantially equal monthly installments starting one month after the grant date, subject to her continued service. After these grants, she directly holds 28,000 common shares and options for 71,700 shares.
Arbutus Biopharma Corporation reports that the Board of Appeal of the European Patent Office has revoked its European patent EP 2279254. The verbal decision followed oppositions filed by affiliates of Moderna and Merck and reverses earlier decisions that had upheld an amended version of this patent.
A written decision is expected in the coming months, after which Arbutus plans to petition the Enlarged Board of Appeal for review. The company states that the revocation is likely to affect its case against Moderna in Switzerland and one of its two cases against Moderna before the Unified Patent Court where this patent is asserted.
Arbutus notes that the decision rests on an EPO “added matter” standard that does not apply in the United States or other jurisdictions where it is pursuing patent infringement litigation. It does not expect the ruling to affect the potential outcome or timing of its ongoing cases against Moderna in the United States, Japan, Canada, its separate Unified Patent Court case that does not involve this patent, or its litigation against Pfizer and BioNTech in the United States.
Arbutus Biopharma Corporation filed a current report stating that its Chairperson, Chief Executive Officer and President, Lindsay Androski, is giving a presentation on the company’s ongoing patent litigation involving its lipid nanoparticle technology used in COVID-19 vaccines at Roivant Sciences Ltd.’s 2025 Investor Day. The related litigation slide deck is furnished as Exhibit 99.1 and incorporated by reference.
The company notes that these slides contain forward-looking statements about its plans and expected timing for the litigation. It cautions that these statements rely on assumptions and are subject to significant uncertainties, including risks associated with litigation generally, economic and market conditions, possible shifts in strategic focus, and the sufficiency of its cash resources. Arbutus refers readers to risk discussions in its annual and quarterly SEC reports and other continuous disclosure filings.
Arbutus Biopharma (ABUS) reported that it furnished a press release announcing its financial results for the third quarter ended September 30, 2025. The company also made available an updated corporate presentation.
The press release is provided as Exhibit 99.1 under Item 2.02, and the corporate presentation is filed as Exhibit 99.2 under Item 8.01. Both were dated November 13, 2025 and are incorporated by reference.