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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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Arbutus Biopharma Corp (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
(CUSIP Number) |
Derek J. Dostal Davis Polk & Wardwell LLP, 450 Lexington Ave New York, NY, 10017 (212) 450-4000 Stephen A. Byeff Davis Polk & Wardwell LLP, 450 Lexington Ave New York, NY, 10017 (212) 450-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/01/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Roivant Sciences Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
29,880,079.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
As of the date of this Amendment No. 14 to the Schedule 13D, Roivant Sciences Ltd. ("Roivant") beneficially owns 29,880,079 common shares, without par value ("Common Shares"), of Arbutus Biopharma Corporation (the "Issuer"). The percentage of outstanding Common Shares that may be deemed to be beneficially owned by Roivant is calculated based on an aggregate of approximately 153,275,907 Common Shares issued and outstanding immediately following the completion of the Issuer's tender offer, as described in the Issuer's press release dated October 1, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, without par value | |
| (b) | Name of Issuer:
Arbutus Biopharma Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
701 Veterans Circle, Warminster,
PENNSYLVANIA
, 18974. | |
Item 1 Comment:
EXPLANATORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 14 ("Amendment No. 14") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 16, 2015, as amended by Amendments No. 1 through 13, previously filed with the SEC (the "Schedule 13D") relating to the Common Shares, without par value (the "Common Shares"), of Arbutus Biopharma Corporation (the "Issuer"), which are beneficially owned by Roivant Sciences Ltd. ("Roivant" or the "Reporting Person"). This Amendment No. 14 amends the Original Schedule 13D on behalf of the Reporting Person to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended solely to restate the list of Covered Persons in Item 2(a) of the Schedule 13D with those listed on Exhibit 99.1 hereto, which Exhibit 99.1 is incorporated into this Item 2 by reference. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by adding the following to the end thereof:
On August 24, 2026, the Issuer commenced a modified Dutch auction tender offer to purchase for cancellation up to US$230 million in value of its Common Shares at prices between US$5.00 and US$5.75 per Common Share (the "Offer"), which included the option for shareholders to make a proportionate tender. Roivant made a proportionate tender of its Common Shares in the Offer in order to maintain its proportionate ownership of the Common Shares following completion of the Offer. The Offer expired at 5:00 p.m., New York City time, on September 29, 2026. On October 1, 2026, the Issuer announced that it had taken up and accepted for purchase 46,000,000 Common Shares at a purchase price of US$5.00 per Common Share, including 8,967,383 Common Shares tendered by Roivant pursuant to its proportionate tender, for aggregate consideration to Roivant of approximately US$44,836,915. Following completion of the Offer, Roivant continues to beneficially own approximately 19.5% of the outstanding Common Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Reporting Person (Roivant)
Roivant beneficially owns 29,880,079, or approximately 19.5%, of the Common Shares and has sole voting and dispositive power over such Common Shares. Roivant disclaims beneficial ownership in all Common Shares reported herein, except to the extent of Roivant's respective pecuniary interest therein. | |
| (b) | See rows 7-10 of the cover page to this Amendment No. 14 for information regarding Roivant's power to vote or direct the vote and its power to dispose or direct the disposition of the Common Shares. Except as disclosed in this Schedule 13D, Roivant does not and, to Roivant's knowledge, the Covered Persons do not beneficially own any Common Shares or have the right to acquire any Common Shares. | |
| (c) | Except as disclosed in this Amendment No. 14, Roivant has not effected and, to Roivant's knowledge, none of the Covered Persons has effected any transactions in the Common Shares since the last Schedule 13D/A was filed with the SEC on February 25, 2025. | |
| (d) | Except as disclosed in this Amendment No. 14, no person other than Roivant has the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the shares to which this Amendment No. 14 relates. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
This Item 6 supplements (but does not replace) Item 6 as set forth in the Schedule 13D. Roivant has entered into a Letter of Transmittal for the sale of the shares sold in the Issuer's issuer tender offer as described in Item 4 of this Amendment No. 14, in the form set forth in Ex-99(a)(1)(ii) of the Issuer's Schedule TO-I filed with the SEC on August 24, 2026. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Covered Persons | ||
| 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.
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Exhibit 99.1
Covered Persons
Roivant has a board of directors (such individuals, collectively, the "Covered Persons"). The name, present principal occupation and country of citizenship of each of the Covered Persons is set forth below, along with the principal business address of the employer of each of the Covered Persons.
| Name |
Principal Business Address of Employer |
Present Principal Occupation | Citizenship | |||
| Matthew Gline |
c/o Roivant Sciences Ltd., 7th Floor, 50 Broadway
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Director and Principal Executive Officer, Roivant Sciences Ltd.; Chief Executive Officer, Roivant Sciences, Inc. | United States | |||
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London SW1H 0DB United Kingdom
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| Keith Manchester | 888 Seventh Avenue, 43rd Floor, New York, NY 10106 | Partner and the Head of Life Sciences, QVT Financial LP | United States | |||
| Melissa Epperly | c/o Roivant Sciences Ltd., 7th Floor, 50 Broadway |
Healthcare Executive; Chief Financial Officer
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United States | |||
| London SW1H 0DB United Kingdom | Tenpoint Therapeutics, Ltd. | |||||
| Daniel Gold | 888 Seventh Avenue, 43rd Floor, New York, NY 10106 | Founder and Chief Executive Officer of QVT Financial LP | United States | |||
| Meghan FitzGerald | c/o Roivant Sciences Ltd., 7th Floor, 50 Broadway | Director, Tenet Healthcare; Founder, K2HealthVentures; Adjunct Professor of Health Policy at Columbia University | United States | |||
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London SW1H 0DB United Kingdom
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| James C. Momtazee | 2884 Sand Hill Rd #100, Menlo Park, CA 94025 | Managing Partner, Patient Square Capital | United States | |||
| Ilan Oren | 1 Dexcel Street, Or Akiva, 3060000, Israel | Co-Chief Executive Officer, Dexcel Pharma |
Israel
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| Mayukh Sukhatme | c/o Roivant Sciences Ltd., 7th Floor, 50 Broadway | Director, Roivant Sciences Ltd.; President and Chief Investment Officer, Roivant Sciences, Inc. | United States | |||
| London SW1H 0DB United Kingdom |
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