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  4. [SC TO-I] Arbutus Biopharma Corp Issuer Tender Offer

Arbutus Biopharma (ABUS) to repurchase up to $230M in stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SC TO-I

Rhea-AI Filing Summary

Arbutus Biopharma Corporation (ABUS) has launched an issuer tender offer to repurchase for cash up to US$230 million in value of its common shares. The offer is made on the terms set out in an Offer to Purchase and accompanying Issuer Bid Circular and related Letter of Transmittal.

As of August 19, 2026, 198,105,743 common shares were issued and outstanding; this is a baseline figure, not the amount being sought in the offer. The company states that it will fund purchases of shares, including related fees and expenses, from available cash on hand, and that the consideration consists solely of cash.

Positive

  • Arbutus Biopharma Corporation has authorized a sizeable issuer tender offer of up to US$230 million of its common shares, indicating capacity to undertake a large share repurchase funded entirely from available cash on hand.

Negative

  • None.

Filing Explained

The offer’s maximum is 230 million dollars, versus 19.171 million dollars of cash at June 30; actual tender spending is not reported.

This Schedule TO records the commenced issuer tender offer, but it is not marked as a final amendment reporting results; the actual shares purchased and cash paid are therefore not established.

The latest supplied quarterly figures show $19.171 million of cash and equivalents at June 30, 2026, against $6.018 million of operating cash outflow for that quarter.

A results disclosure would be needed to establish the accepted shares and cash paid.

Maximum tender offer size US$230 million Cash value of common shares Arbutus Biopharma is offering to purchase in the issuer tender offer
Shares outstanding 198,105,743 common shares Issued and outstanding as of August 19, 2026
Offer documentation date August 24, 2026 Date of the Offer to Purchase and Issuer Bid Circular referenced in the tender offer
Schedule TO regulatory
"This Tender Offer Statement on Schedule TO relates to the offer by Arbutus"
A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.
issuer tender offer regulatory
"issuer tender offer subject to Rule 13e-4"
An issuer tender offer is when a company offers to buy back its own shares directly from shareholders at a set price for a limited time, much like a store running a cash-for-items promotion. It matters to investors because it can raise the share price, change how much of the company each remaining shareholder owns, signal management’s view of the company’s value, and affect taxable events and liquidity for those who sell or hold.
Modified Dutch Auction Tender Offer financial
"Press Release Announcing Intention to Launch Modified Dutch Auction Tender Offer"
A modified Dutch auction tender offer is a structured way a company asks shareholders to sell their shares by naming a price within a set range; the company then picks a single price that will be paid to everyone who agreed to sell at or below that price and buys a limited number of shares. Think of it like a garage sale where buyers write down the price they’ll pay and the seller picks one final price and, if there are more offers than wanted, buys from each seller proportionally. Investors care because it gives shareholders a choice to sell at a fair-market-style price, can reduce the number of shares outstanding, and often signals the company’s view of its own stock value.
Letter of Transmittal regulatory
"together with the accompanying issuer bid circular and in the related Letter of Transmittal"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
Dealer Manager financial
"Section 17 (“Dealer Manager”), Section 18 (“Depositary and Information Agent”)"
A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

FAQ

What is Arbutus Biopharma (ABUS) offering in this Schedule TO filing?
Arbutus Biopharma is conducting an issuer tender offer to purchase for cash up to US$230 million in value of its common shares, on the terms described in an Offer to Purchase, Issuer Bid Circular, and related Letter of Transmittal.

How many Arbutus Biopharma (ABUS) shares are currently outstanding?
Arbutus Biopharma reports that there were 198,105,743 issued and outstanding common shares as of August 19, 2026. This figure provides context for the size of the authorized tender offer relative to the existing share base.

How will Arbutus Biopharma (ABUS) fund the tender offer?
Arbutus Biopharma states it will fund any purchase of common shares in the tender offer, including related fees and expenses, from available cash on hand. The consideration in the offer consists solely of cash.

What type of transaction is Arbutus Biopharma (ABUS) conducting with this Schedule TO?
This Schedule TO relates to an issuer tender offer by Arbutus Biopharma for its own common shares. Exhibits reference press releases describing the transaction as a Modified Dutch Auction Tender Offer.

Does the Arbutus Biopharma (ABUS) tender offer involve any securities other than common shares?
No. The filing specifies that the offer relates to the company’s common shares, without par value. The consideration offered is solely cash for these common shares, funded from available cash on hand.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
​
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
(267) 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.
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☒
issuer tender offer subject to Rule 13e-4.
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☐
going-private transaction subject to Rule 13e-3.
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☐
amendment to Schedule 13D under Rule 13d-2.
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☐
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
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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).
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☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
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This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Arbutus Biopharma Corporation, a company organized under the laws of the province of British Columbia (“Arbutus” or the “Company”), to purchase for cash up to US$230 million in value of the Company’s common shares, without par value (the “Shares”), 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, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto and other related materials, collectively constitute the “Offer”).
The information set forth in the Offer to Purchase, the Issuer Bid Circular and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO. The exhibits identified in Item 12 and attached hereto are incorporated herein by reference with respect to Items 5 and 11 of this Schedule TO.
ITEM 1.   SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
ITEM 2.   SUBJECT COMPANY INFORMATION.
(a)   Name and Address:   The name of the issuer is Arbutus Biopharma Corporation. The address of the Company’s principal executive offices is 701 Veterans Circle, Warminster, Pennsylvania 18974. The Company’s telephone number is (267) 469-0914.
(b)   Securities:   This Schedule TO relates to the Shares of the Company. As of August 19, 2026, there were 198,105,743 issued and outstanding Shares. The information set forth in Section 3 (“Number of Shares, Proration and Proportionate Tenders”) of the Offer to Purchase is incorporated herein by reference.
(c)   Trading Market and Price:   The information set forth in Section 5 (“Price Range of Shares”) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 3.   IDENTITY AND BACKGROUND OF FILING PERSON.
(a)   Name and Address:   Arbutus Biopharma Corporation is the filing person and issuer. The information set forth in Item 2(a) is incorporated herein by reference. The information set forth in Section 10 (“Interest of Directors and Officers”) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 4.   TERMS OF THE TRANSACTION.
(a)   Material Terms:   The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 1 (“The Offer”), Section 2 (“Purchase Price”), Section 3 (“Number of Shares, Proration and Proportionate Tenders”), Section 4 (“Announcement of Results of the Offer”), Section 5 (“Procedure for Depositing Shares”), Section 6 (“Withdrawal Rights”), Section 7 (“Certain Conditions of the Offer”), Section 8 (“Extension and Variation of the Offer”), Section 9 (“Taking Up and Payment for Deposited Shares”) and Section 11 (“Liens and Dividends”) of the Offer to Purchase is incorporated herein by reference. The information set forth in Section 9 (“Previous Distributions of Shares”), Section 10 (“Interest of Directors and Officers”), Section 14 (“Income Tax Considerations”) and Section 16 (“Source of Funds”) of the Issuer Bid Circular is incorporated herein by reference.
(b)   Purchases:   The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and Section 1 (“The Offer”) of the Offer to Purchase is incorporated herein by reference. The information set forth in Section 10 (“Interest of Directors and Officers”) and Section 11 (“Arrangements Concerning Shares”) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 5.   PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)   Agreements Involving the Subject Company’s Securities:   The information set forth in Section 10 (“Interest of Directors and Officers”) and Section 11 (“Arrangements Concerning Shares”) of the Issuer Bid Circular is incorporated herein by reference.
 
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ITEM 6.   PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)   Purposes:   The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 3 (“Purpose and Effect of the Offer”) of the Issuer Bid Circular is incorporated herein by reference.
(b)   Use of the Securities Acquired:   The information set forth in Section 3 (“Purpose and Effect of the Offer”) of the Issuer Bid Circular is incorporated herein by reference.
(c)   Plans:   The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 7 (“Certain Conditions of the Offer”) is incorporated herein by reference. The information set forth in Section 3 (“Purpose and Effect of the Offer”), Section 6 (“Dividend Policy”), Section 10 (“Interest of Directors and Officers”), Section 11 (“Arrangements Concerning Shares”) and Section 12 (“Material Changes in the Affairs of the Company”) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 7.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)   Source of Funds:   The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 16 (“Source of Funds”) of the Issuer Bid Circular is incorporated herein by reference.
(b)   Conditions:   The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 7 (“Certain Conditions of the Offer”) of the Offer to Purchase is incorporated herein by reference.
(d)   Borrowed Funds:   The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 16 (“Source of Funds”) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 8.   INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)   Securities Ownership:   The information set forth in Section 7 (“Previous Purchases of Shares”), Section 8 (“Previous Sales of Securities”), Section 9 (“Previous Distributions of Shares”), Section 10 (“Interest of Directors and Officers”) and Section 11 (“Arrangements Concerning Shares”) of the Issuer Bid Circular is incorporated herein by reference.
(b)   Securities Transactions:   The information set forth in Section 7 (“Previous Purchases of Shares”), Section 8 (“Previous Sales of Securities”), Section 9 (“Previous Distributions of Shares”), Section 10 (“Interest of Directors and Officers”) and Section 11 (“Arrangements Concerning Shares”) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 9.   PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)   The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 17 (“Dealer Manager”), Section 18 (“Depositary and Information Agent”) and Section 19 (“Fees and Expenses”) of the Issuer Bid Circular is incorporated herein by reference.
ITEM 10.   FINANCIAL STATEMENTS.
(a) – (b)   Not applicable.   The consideration offered consists solely of cash. Arbutus will fund any purchase of Shares, including the related fees and expenses, from available cash on hand. Arbutus is a public reporting company under Section 13(a) of the Exchange Act that files reports electronically on EDGAR and the System for Electronic Data Analysis and Retrieval of the Canadian Administrators (SEDAR+).
ITEM 11.   ADDITIONAL INFORMATION.
(a)(1)   The information set forth in Section 7 (“Previous Purchases of Shares”), Section 8 (“Previous Sales of Securities”), Section 9 (“Previous Distributions of Shares”), Section 10 (“Interest of Directors and Officers”) and Section 11 (“Arrangements Concerning Shares”) of the Issuer Bid Circular is incorporated herein by reference.
 
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(a)(2)   The information set forth in Section 15 (“Legal Matters and Regulatory Approvals”) of the Issuer Bid Circular is incorporated herein by reference.
(a)(3)   The information set forth in Section 15 (“Legal Matters and Regulatory Approvals”) of the Issuer Bid Circular is incorporated herein by reference.
(a)(4)   The information set forth in Section 3 (“Purpose and Effect of the Offer”) of the Issuer Bid Circular is incorporated herein by reference.
(a)(5)   None.
(c)   The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(l)(i) and (a)(l)(ii) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The Company will amend this Schedule TO to include documents that the Company may file with the SEC after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c) or 14 of the Exchange Act and prior to the expiration of the Offer to the extent required by Rule 13e-4(d)(2) promulgated under the Exchange Act. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.
ITEM 12.   EXHIBITS.
​ (a)(1)(i) ​ ​
Offer to Purchase, dated August 24, 2026, together with the Issuer Bid Circular.*
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​ (a)(1)(ii) ​ ​ Form of Letter of Transmittal (including IRS Form W-9 and Form NR-301).* ​
​ (a)(1)(iii) ​ ​
Form of Notice of Guaranteed Delivery.*
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​ (a)(1)(iv) ​ ​
Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
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​ (a)(1)(v) ​ ​
Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
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​ (a)(1)(vi) ​ ​
Frequently Asked Questions for Employees, dated August 24, 2026.*
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​ (a)(1)(vii) ​ ​
Instructions to Shareworks Participants.*
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​ (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.*
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​ (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). ​
 
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​ (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.* ​
​
*
Filed herewith.
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ITEM 13.   INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
 
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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: August 24, 2026 ​ ​ By: ​ ​
/s/ Lindsay Androski
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 ​
​ ​ ​ ​ ​ ​ ​
Name:
Lindsay Androski
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 ​
​ ​ ​ ​ ​ ​ ​
Title:
President and Chief Executive Officer
(Principal Executive Officer)
​
 ​
 

Source: View Original Filing on SEC EDGAR