UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Arbutus Biopharma Corporation
(Name Of Subject Company (Issuer) And Filing
Person (Offeror))
Common Shares, without par value
(Title of Class of Securities)
03879J100
(CUSIP Number of Class of Securities)
Tuan Nguyen
Chief Financial Officer
Arbutus Biopharma Corporation
701 Veterans Circle
Warminster, Pennsylvania 18974
(267) 469-0914
(Name, address and telephone number of person
authorized to receive notices and communications on behalf of filing persons)
Copies to:
Steven J. Abrams
Stephen M. Nicolai
Hogan Lovells Cadwalader US LLP
1735 Market St.
Floor 23
Philadelphia, Pennsylvania 19103
(276) 675-4600
Marisa D. Stavenas
John O’Connell
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
¨ Check the box if
the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
¨ third-party tender
offer subject to Rule 14d-1.
x issuer tender offer
subject to Rule 13e-4.
¨ going-private transaction
subject to Rule 13e-3.
¨ amendment to Schedule
13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border
Issuer Tender Offer).
¨ Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer).
This Amendment
No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the
United States Securities and Exchange Commission (the “SEC”) by Arbutus Biopharma Corporation, a company organized under
the laws of the province of British Columbia (“Arbutus” or the “Company”), on August 24, 2026, as amended by
Amendment No. 1 to the Schedule TO, filed with the SEC on September 30, 2026 (as amended, the “Schedule TO”), in
connection with the Company’s offer to purchase a number of shares of the Company’s common shares, without par value
(the “Shares”), for an aggregate purchase price not exceeding US$230 million, at a purchase price, not less than US$5.00
and not more than US$5.75 per Share, in cash, without interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated August 24, 2026 (the “Offer to Purchase”), together with the accompanying issuer bid circular (the
“Issuer Bid Circular”), and in the related Letter of Transmittal and Notice of Guaranteed Delivery (which, together with
any amendments or supplements thereto, collectively constitute the “Offer”).
The information in the Schedule
TO, including all exhibits to the Schedule TO, which were previously filed with the Schedule TO or any amendment thereto, is incorporated
herein by reference in response to Items 1 through 11 of the Schedule TO, except that such information is hereby amended and supplemented
to the extent specifically provided in this Amendment. All capitalized terms used but not specifically defined in this Amendment shall
have the meanings given to such terms in the Offer to Purchase and the Issuer Bid Circular. The items of the Schedule TO set forth below
are hereby amended and supplemented as follows:
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule
TO is hereby amended and supplemented by adding the following to the end thereof:
“On October 1, 2026,
the Company issued a press release announcing the final results of the Offer, which expired at 5:00 p.m. (New York City time) on September
29, 2026. A copy of such press release is filed herewith as Exhibit (a)(5)(iv) to this Schedule TO and is incorporated herein by reference.”
ITEM 12. EXHIBITS.
| (a)(1)(i) |
Offer
to Purchase, dated August 24, 2026, together with the Issuer Bid Circular.* |
| (a)(1)(ii) |
Form of
Letter of Transmittal (including IRS Form W-9).* |
| (a)(1)(iii) |
Form of
Notice of Guaranteed Delivery.* |
| (a)(1)(iv) |
Letter
to Brokers, Dealers, Banks, Trust Companies and Other Nominees.* |
| (a)(1)(v) |
Letter
to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.* |
| (a)(1)(vi) |
Frequently
Asked Questions for Employees, dated August 24, 2026.* |
| (a)(2) |
Not applicable. |
| (a)(3) |
Not applicable. |
| (a)(4) |
Not applicable. |
| (a)(5)(i) |
Pre-Commencement
Press Release Announcing Intention to Launch Modified Dutch Auction Tender Offer issued by the Company on August 21, 2026 (incorporated
herein by reference to the pre-commencement communication of the Company on Schedule TO, filed with the SEC on August 21, 2026). |
| (a)(5)(ii) |
Commencement
Press Release Announcing Commencement of the Modified Dutch Auction Tender Offer issued by the Company on August 24, 2026.* |
| (a)(5)(iii) |
Press Release Announcing Preliminary Results of the
Modified Dutch Auction Tender Offer issued by the Company on September 30, 2026.* |
| (a)(5)(iv) |
Press Release Announcing Final Results of the Modified
Dutch Auction Tender Offer issued by the Company on October 1, 2026.** |
| (d)(i) |
Arbutus
Biopharma Corporation 2026 Omnibus Share and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on May 27, 2026). |
| (d)(ii) |
Forms
of Arbutus Biopharma Corporation Option Agreement for the 2026 Omnibus Share and Incentive Plan (incorporated herein by reference
to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30 2026, filed with
the SEC on August 12, 2026). |
| (d)(iii) |
Forms
of Arbutus Biopharma Corporation Restricted Stock Agreement for the 2026 Omnibus Share and Incentive Plan (incorporated herein by
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30 2026,
filed with the SEC on August 12, 2026). |
| (d)(iv) |
Arbutus
Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as supplemented and amended (incorporated herein by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K, filed with the SEC on May 28, 2024). |
| (d)(v) |
Form of
Arbutus Biopharma Corporation Option Agreement for the 2016 Omnibus Share and Incentive Plan (incorporated herein by reference to
Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with
the SEC on August 5, 2019). |
| (d)(vi) |
Form of
Arbutus Biopharma Corporation Restricted Stock Unit Agreement. (incorporated herein by reference to Exhibit 10.41 of the Company’s
Annual Report on Form 10-K for the year end December 31, 2022, filed with the SEC on March 2, 2023). |
| (d)(vii) |
Amended
2011 Omnibus Share Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 4, 2016). |
| (d)(viii) |
Arbutus
Biopharma Corporation 2020 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K, filed with the SEC on June 1, 2020). |
| (d)(ix) |
Executive
Employment Agreement, dated February 25, 2025, by and between Arbutus Biopharma, Inc. and Lindsay Androski (incorporated
herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2025, filed with the SEC on May 14, 2025). |
| (d)(x) |
Executive
Employment Agreement, dated March 25, 2025, by and between Arbutus Biopharma, Inc. and Tuan Nguyen (incorporated herein
by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2025, filed with the SEC on May 14, 2025). |
| (d)(xi) |
Letter
Agreement, dated July 15, 2026, by and between Arbutus Biopharma, Inc. and Lindsay Androski (incorporated herein by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 16, 2026). |
| (g) |
Not
applicable. |
| (h) |
Not
applicable. |
| 99.1 |
Material
Change Report, dated August 24, 2026.* |
| 107 |
Filing
Fee Table.* |
* Previously filed.
** Filed herewith.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
Arbutus
Biopharma Corporation |
| |
|
| Date: October 1, 2026 |
By: |
/s/
Lindsay Androski |
| |
|
Name:
Lindsay Androski |
| |
|
Title: President and Chief Executive Officer
(Principal Executive Officer) |
