Arbutus Biopharma Corporation: Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi report beneficial ownership of 18,557,543 common shares (9.4%) as of March 31, 2026. The shares are held by Two Seas Global (Master) Fund LP (13,904,953) and Two Seas LNP Opportunities (Master) Fund LP (4,652,590). The percent is calculated on 196,947,757 common shares outstanding as of March 31, 2026, per the issuer's Form 10-Q. The Reporting Persons state they have sole voting and sole dispositive power over the reported shares.
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Insights
Two Seas reports a 9.4% stake in Arbutus, with sole voting and dispositive power.
The filing shows 18,557,543 shares beneficially owned by Two Seas entities and Sina Toussi, attributed to two funds: 13,904,953 and 4,652,590. Ownership percentages are calculated on 196,947,757 shares outstanding as of March 31, 2026.
Future disclosures such as amendments or Form 13D filings would provide changes in intent or plans; cash‑flow treatment and any sale plans are not stated in the provided excerpt.
Key Figures
Beneficial ownership:18,557,543 sharesTwo Seas Global Fund holding:13,904,953 sharesLNP Opportunities Fund holding:4,652,590 shares+2 more
5 metrics
Beneficial ownership18,557,543 sharesAmount beneficially owned as of <date>March 31, 2026</date>
Two Seas Global Fund holding13,904,953 sharesHeld by Two Seas Global (Master) Fund LP
LNP Opportunities Fund holding4,652,590 sharesHeld by Two Seas LNP Opportunities (Master) Fund LP
Percent of class9.4%Percent of class as of <date>March 31, 2026</date>
Shares outstanding used196,947,757 sharesShares outstanding as of <date>March 31, 2026</date> per issuer Form 10-Q
Key Terms
beneficially owned, sole dispositive power, Schedule 13G/A
3 terms
beneficially ownedregulatory
"Amount beneficially owned as of March 31, 2026: TSC - 18,557,543"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"As of March 31, 2026, the Reporting Persons had sole power to dispose or to direct the disposition of 18,557,543 Common Shares"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13G/Aregulatory
"(Amendment No. 2 ) Arbutus Biopharma Corporation Common Shares, without par value"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What stake does Two Seas report in Arbutus (ABUS)?
Two Seas reports beneficial ownership of 18,557,543 common shares, equal to 9.4% of Arbutus common shares, calculated on 196,947,757 shares outstanding as of March 31, 2026. The shares are held across two funds.
How are the 18,557,543 Arbutus shares allocated among the funds?
The filing states 13,904,953 shares are held by Two Seas Global (Master) Fund LP and 4,652,590 shares are held by Two Seas LNP Opportunities (Master) Fund LP, totaling 18,557,543 shares as of March 31, 2026.
Who has voting and disposition power over the reported Arbutus shares?
The filing discloses that Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi each may be deemed to have sole power to vote and sole power to dispose of the 18,557,543 reported shares through their advisory and control roles.
What outstanding share base was used to calculate the 9.4% figure?
The percent is calculated using 196,947,757 common shares outstanding as of March 31, 2026, cited from the issuer's Form 10-Q referenced in the filing.
Does the filing state any planned sales or purchases of ABUS shares?
No. The provided excerpt reports beneficial ownership and voting/dispositive power; it does not state any planned purchases, sales, or changes in ownership strategy for the reported shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Arbutus Biopharma Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
03879J100
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
03879J100
1
Names of Reporting Persons
Two Seas Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,557,543.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,557,543.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,557,543.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
03879J100
1
Names of Reporting Persons
Two Seas Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,557,543.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,557,543.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,557,543.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.4 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
03879J100
1
Names of Reporting Persons
Sina Toussi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
18,557,543.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,557,543.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,557,543.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
(i) Two Seas Capital LP ("TSC");
(ii) Two Seas Capital GP LLC ("TSC GP"); and
(iii) Sina Toussi.
This statement relates to Common Shares, without par value (the "Common Shares"), held by Two Seas Global (Master) Fund LP (the "Global Fund") and Two Seas LNP Opportunities (Master) Fund LP (the "LNP 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.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 32 Elm Place - 3rd Floor, Rye, New York 10580.
(c)
Citizenship:
(i) Two Seas Capital LP is a Delaware limited partnership;
(ii) Two Seas Capital GP LLC is a Delaware limited liability company; and
(iii) Sina Toussi is a United States citizen.
(d)
Title of class of securities:
Common Shares, without par value
(e)
CUSIP No.:
03879J100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Amount beneficially owned as of March 31, 2026:
TSC - 18,557,543 Common Shares
TSC GP - 18,557,543 Common Shares
Sina Toussi - 18,557,543 Common Shares
(b)
Percent of class:
Percent of class as of March 31, 2026:
TSC - 9.4%
TSC GP - 9.4%
Sina Toussi - 9.4%
The Common Shares reported for Item 4 total 18,557,543, of which 13,904,953 are held by the Global Fund and 4,652,590 are held by the LNP 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 owned 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 196,947,757 Common Shares outstanding on March 31, 2026, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of March 31, 2026, the Reporting Persons had sole power to vote or to direct the vote of 18,557,543 Common Shares.
(ii) Shared power to vote or to direct the vote:
As of March 31, 2026, the Reporting Persons had shared power to vote or to direct the vote of 0 Common Shares.
(iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026, the Reporting Persons had sole power to dispose or to direct the disposition of 18,557,543 Common Shares.
(iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, the Reporting Persons had shared power to dispose or to direct the disposition of 0 Common Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Item 4, which is incorporated by reference herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2, which is incorporated by reference herein.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable 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.
Two Seas Capital LP
Signature:
/s/ Sina Toussi
Name/Title:
Sina Toussi / Managing Member of Two Seas Capital GP LLC, its General Partner
