Two Seas Capital and affiliated reporting persons disclosed beneficial ownership of 10,443,317 common shares of Arbutus Biopharma (symbol: ABUS), representing 5.4% of the outstanding class as of June 30, 2025. The stake is held in two funds — 7,472,841 shares in the Two Seas Global (Master) Fund and 2,970,476 shares in the Two Seas LNP Opportunities (Master) Fund — and the reporting persons state they have sole voting and sole dispositive power over all reported shares. The filing includes a certification that the securities are held in the ordinary course of business and were not acquired with the purpose of changing or influencing control of the issuer. The disclosure references a total share count of 191,641,511 common shares used to calculate the percentage.
Positive
Material disclosure: Reporting persons publicly disclose a 5.4% stake (10,443,317 shares) in Arbutus, meeting SEC reporting thresholds.
Clear voting/dispositive authority: The filing states sole voting and sole dispositive power over all reported shares.
Detailed allocation: Holdings are itemized between two funds: 7,472,841 and 2,970,476 shares, improving transparency.
Certification of ordinary-course holdings: Item 10 affirms the securities are held in the ordinary course and not to change or influence control.
Negative
None.
Insights
TL;DR Two Seas reports a material 5.4% position (10.44M shares) in Arbutus with sole voting/dispositive power, certified as ordinary-course holdings.
The filing shows a clear beneficial position of 10,443,317 shares, equal to 5.4% of Arbutus' 191,641,511 outstanding shares. Holdings are allocated between two funds (7,472,841 and 2,970,476 shares), and the reporting persons assert sole voting and dispositive authority. The statement under Item 10 that the securities are held in the ordinary course and not for control purposes frames this as a disclosure of material ownership rather than an attempt to influence governance. For investors, this is notable ownership-level information but contains no operational or strategic commitments.
TL;DR A >5% beneficial stake with sole voting/dispositive power is material for governance disclosure but is presented as non-control, ordinary-course ownership.
The report documents that Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi collectively hold 10,443,317 shares (5.4%), and explicitly state sole voting and dispositive power over those shares. Item 10 provides a certification that the shares were not acquired to change or influence control, which distinguishes this Schedule 13G-style disclosure from an activist 13D filing. The filing supplies precise holding amounts and the issuer share base used for the percentage calculation, allowing transparent assessment of ownership concentration.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Arbutus Biopharma Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
03879J100
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
10,443,317.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,443,317.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,443,317.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
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
10,443,317.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,443,317.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,443,317.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
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
10,443,317.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,443,317.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,443,317.00
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 June 30, 2025:
TSC - 10,443,317 Common Shares
TSC GP - 10,443,317 Common Shares
Sina Toussi - 10,443,317 Common Shares
(b)
Percent of class:
Percent of class as of June 30, 2025:
TSC - 5.4%
TSC GP - 5.4%
Sina Toussi - 5.4%
The Common Shares reported for Item 4 total 10,443,317, of which 7,472,841 are held by the Global Fund and 2,970,476 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 191,641,511 Common Shares outstanding on June 30, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of June 30, 2025, the Reporting Persons had sole power to vote or to direct the vote of 10,443,317 Common Shares.
(ii) Shared power to vote or to direct the vote:
As of June 30, 2025, 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 June 30, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 10,443,317 Common Shares.
(iv) Shared power to dispose or to direct the disposition of:
As of June 30, 2025, 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.
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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
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