British Columbia, Canada
|
|
98-0597776
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Shares, without par value
|
ABUS
|
The Nasdaq Stock Market LLC
|
Large accelerated filer [ ]
|
Accelerated filer [X]
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
Emerging growth company [ ]
|
|
|
Page
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (note 3)
|
$
|
90,082
|
|
|
$
|
36,942
|
|
Short-term investments (note 3)
|
—
|
|
|
87,675
|
|
||
Accounts receivable
|
2,488
|
|
|
1,431
|
|
||
Prepaid expenses and other current assets
|
1,771
|
|
|
3,181
|
|
||
Total current assets
|
94,341
|
|
|
129,229
|
|
||
Investment in Genevant (note 4)
|
10,969
|
|
|
22,224
|
|
||
Property and equipment, net accumulated depreciation $8,612 (December 31, 2018: $7,090)
|
9,150
|
|
|
10,145
|
|
||
Right of use asset (note 5)
|
2,817
|
|
|
—
|
|
||
Intangible assets (note 6)
|
—
|
|
|
43,836
|
|
||
Goodwill (note 6)
|
—
|
|
|
22,471
|
|
||
Total assets
|
$
|
117,277
|
|
|
$
|
227,905
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities (note 7)
|
$
|
8,199
|
|
|
$
|
9,429
|
|
Site consolidation accrual (note 8)
|
203
|
|
|
1,331
|
|
||
Liability-classified options (note 3)
|
86
|
|
|
479
|
|
||
Lease liability, current (note 5)
|
329
|
|
|
—
|
|
||
Total current liabilities
|
8,817
|
|
|
11,239
|
|
||
Liability related to sale of future royalties (note 9)
|
18,675
|
|
|
—
|
|
||
Deferred rent and inducements, non-current
|
—
|
|
|
645
|
|
||
Contingent consideration (notes 3 and 10)
|
3,005
|
|
|
3,126
|
|
||
Lease liability, non-current (note 5)
|
3,143
|
|
|
—
|
|
||
Deferred tax liability (note 6)
|
—
|
|
|
12,661
|
|
||
Total liabilities
|
33,640
|
|
|
27,671
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred shares (note 12)
|
|
|
|
||||
Authorized: 1,164,000 without par value
|
|
|
|
||||
Issued and outstanding: 1,164,000 (December 31, 2018: 1,164,000)
|
134,405
|
|
|
126,136
|
|
||
Common shares
|
|
|
|
||||
Authorized: unlimited number without par value
|
|
|
|
||||
Issued and outstanding: 56,850,172 (December 31, 2018: 55,518,800)
|
884,623
|
|
|
879,405
|
|
||
Additional paid-in capital
|
55,385
|
|
|
48,084
|
|
||
Deficit
|
(942,559
|
)
|
|
(805,221
|
)
|
||
Accumulated other comprehensive loss
|
(48,217
|
)
|
|
(48,170
|
)
|
||
Total stockholders' equity
|
83,637
|
|
|
200,234
|
|
||
Total liabilities and stockholders' equity
|
$
|
117,277
|
|
|
$
|
227,905
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue (note 11)
|
$
|
3,061
|
|
|
$
|
1,587
|
|
|
$
|
4,393
|
|
|
$
|
4,267
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Research and development
|
17,731
|
|
|
16,566
|
|
|
45,183
|
|
|
46,871
|
|
||||
General and administrative
|
3,249
|
|
|
2,631
|
|
|
15,850
|
|
|
10,075
|
|
||||
Depreciation
|
507
|
|
|
497
|
|
|
1,521
|
|
|
1,677
|
|
||||
Site consolidation (note 8)
|
182
|
|
|
(492
|
)
|
|
33
|
|
|
3,710
|
|
||||
Impairment of intangible assets (note 6)
|
43,836
|
|
|
14,811
|
|
|
43,836
|
|
|
14,811
|
|
||||
Impairment of goodwill (note 6)
|
22,471
|
|
|
—
|
|
|
22,471
|
|
|
—
|
|
||||
Arbitration (note 10)
|
6,486
|
|
|
—
|
|
|
6,486
|
|
|
—
|
|
||||
Total operating expenses
|
94,462
|
|
|
34,013
|
|
|
135,380
|
|
|
77,144
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(91,401
|
)
|
|
(32,426
|
)
|
|
(130,987
|
)
|
|
(72,877
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (loss)
|
|
|
|
|
|
|
|
||||||||
Interest income
|
503
|
|
|
756
|
|
|
1,709
|
|
|
2,319
|
|
||||
Interest expense (note 9)
|
(1,100
|
)
|
|
—
|
|
|
(1,114
|
)
|
|
(104
|
)
|
||||
Foreign exchange gain (loss)
|
(25
|
)
|
|
145
|
|
|
43
|
|
|
(740
|
)
|
||||
Gain on investment (note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
24,884
|
|
||||
Equity investment loss (note 4)
|
(3,512
|
)
|
|
(2,838
|
)
|
|
(11,497
|
)
|
|
(2,838
|
)
|
||||
Change in fair value of contingent consideration (notes 3 and 10)
|
376
|
|
|
5,608
|
|
|
121
|
|
|
6,263
|
|
||||
Total other income (loss)
|
(3,758
|
)
|
|
3,671
|
|
|
(10,738
|
)
|
|
29,784
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes
|
$
|
(95,159
|
)
|
|
$
|
(28,755
|
)
|
|
$
|
(141,725
|
)
|
|
$
|
(43,093
|
)
|
Income tax benefit (note 6)
|
12,656
|
|
|
4,282
|
|
|
12,656
|
|
|
4,282
|
|
||||
Net loss
|
$
|
(82,503
|
)
|
|
$
|
(24,473
|
)
|
|
$
|
(129,069
|
)
|
|
$
|
(38,811
|
)
|
Items applicable to preferred shares:
|
|
|
|
|
|
|
|
||||||||
Accrual of coupon on convertible preferred shares
|
(2,792
|
)
|
|
(2,567
|
)
|
|
(8,269
|
)
|
|
$
|
(7,444
|
)
|
|||
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shareholders (note 2)
|
$
|
(85,295
|
)
|
|
$
|
(27,040
|
)
|
|
$
|
(137,338
|
)
|
|
$
|
(46,255
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shareholders, per share
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(1.50
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(2.43
|
)
|
|
$
|
(0.84
|
)
|
Weighted average number of common shares
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
56,850,172
|
|
|
55,421,504
|
|
|
56,469,358
|
|
|
55,241,284
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(82,503
|
)
|
|
$
|
(24,473
|
)
|
|
$
|
(129,069
|
)
|
|
$
|
(38,811
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Share of other comprehensive income (loss) of equity method investment (note 4)
|
27
|
|
|
(12
|
)
|
|
(47
|
)
|
|
(12
|
)
|
||||
Comprehensive loss
|
$
|
(82,476
|
)
|
|
$
|
(24,485
|
)
|
|
$
|
(129,116
|
)
|
|
$
|
(38,823
|
)
|
|
Convertible Preferred Shares
|
Common Shares
|
|
|
|
|
||||||||||||||||
|
Number of Shares
|
Share Capital
|
Number of Shares
|
Share Capital
|
Additional Paid-In Capital
|
Deficit
|
Accumulated Other Comprehensive Loss
|
Total Stockholders' Equity
|
||||||||||||||
Balance, December 31, 2018
|
1,164,000
|
|
$
|
126,136
|
|
55,518,800
|
|
$
|
879,405
|
|
$
|
48,084
|
|
$
|
(805,221
|
)
|
$
|
(48,170
|
)
|
$
|
200,234
|
|
Accretion of accumulated dividends on Preferred Shares
|
—
|
|
2,715
|
|
—
|
|
—
|
|
—
|
|
(2,715
|
)
|
—
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
1,665
|
|
—
|
|
—
|
|
1,665
|
|
||||||
Certain fair value adjustments to liability-classified
|
—
|
|
—
|
|
—
|
|
—
|
|
47
|
|
—
|
|
—
|
|
47
|
|
||||||
Issuance of common shares pursuant to our ATM
|
—
|
|
—
|
|
614,401
|
|
2,248
|
|
—
|
|
—
|
|
—
|
|
2,248
|
|
||||||
Issuance of common shares pursuant to exercise of options
|
—
|
|
—
|
|
122,603
|
|
490
|
|
(202
|
)
|
—
|
|
—
|
|
288
|
|
||||||
Currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(22
|
)
|
(22
|
)
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(23,251
|
)
|
—
|
|
(23,251
|
)
|
||||||
Balance, March 31, 2019
|
1,164,000
|
|
$
|
128,851
|
|
56,255,804
|
|
$
|
882,143
|
|
$
|
49,594
|
|
$
|
(831,187
|
)
|
$
|
(48,192
|
)
|
$
|
181,209
|
|
Accretion of accumulated dividends on Preferred Shares
|
—
|
|
2,762
|
|
—
|
|
—
|
|
—
|
|
(2,762
|
)
|
—
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
3,915
|
|
—
|
|
—
|
|
3,915
|
|
||||||
Certain fair value adjustments to liability-classified
|
—
|
|
—
|
|
—
|
|
—
|
|
230
|
|
—
|
|
—
|
|
230
|
|
||||||
Issuance of common shares pursuant to our ATM
|
—
|
|
—
|
|
593,689
|
|
2,477
|
|
—
|
|
—
|
|
—
|
|
2,477
|
|
||||||
Issuance of common shares pursuant to exercise of options
|
—
|
|
—
|
|
679
|
|
3
|
|
(1
|
)
|
—
|
|
—
|
|
2
|
|
||||||
Currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(52
|
)
|
(52
|
)
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(23,315
|
)
|
—
|
|
(23,315
|
)
|
||||||
Balance, June 30, 2019
|
1,164,000
|
|
$
|
131,613
|
|
56,850,172
|
|
$
|
884,623
|
|
$
|
53,738
|
|
$
|
(857,264
|
)
|
$
|
(48,244
|
)
|
$
|
164,466
|
|
Accretion of accumulated dividends on Preferred Shares
|
—
|
|
2,792
|
|
—
|
|
—
|
|
—
|
|
(2,792
|
)
|
—
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
1,592
|
|
—
|
|
—
|
|
1,592
|
|
||||||
Certain fair value adjustments to liability-classified
|
—
|
|
—
|
|
—
|
|
—
|
|
55
|
|
—
|
|
—
|
|
55
|
|
||||||
Currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27
|
|
27
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(82,503
|
)
|
—
|
|
(82,503
|
)
|
||||||
Balance, September 30, 2019
|
1,164,000
|
|
$
|
134,405
|
|
56,850,172
|
|
$
|
884,623
|
|
$
|
55,385
|
|
$
|
(942,559
|
)
|
$
|
(48,217
|
)
|
$
|
83,637
|
|
|
Convertible Preferred Shares
|
Common Shares
|
|
|
|
|
||||||||||||||||
|
Number of Shares
|
Share Capital
|
Number of Shares
|
Share Capital
|
Additional Paid-In Capital
|
Deficit
|
Accumulated Other Comprehensive Loss
|
Total Stockholders' Equity
|
||||||||||||||
Balance, December 31, 2017
|
500,000
|
|
$
|
49,780
|
|
55,060,650
|
|
$
|
876,108
|
|
$
|
42,840
|
|
$
|
(738,070
|
)
|
$
|
(48,185
|
)
|
$
|
182,473
|
|
Issuance of Preferred Shares, net of issuance costs of $135
|
664,000
|
|
66,265
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
66,265
|
|
||||||
Accretion of coupon on Preferred Shares
|
—
|
|
2,336
|
|
—
|
|
—
|
|
—
|
|
(2,336
|
)
|
—
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
1,510
|
|
—
|
|
—
|
|
1,510
|
|
||||||
Certain fair value adjustments to liability stock option awards
|
—
|
|
—
|
|
—
|
|
—
|
|
(504
|
)
|
—
|
|
—
|
|
(504
|
)
|
||||||
Issuance of common shares pursuant to exercise of options
|
—
|
|
—
|
|
26,541
|
|
180
|
|
(77
|
)
|
—
|
|
—
|
|
103
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(17,429
|
)
|
—
|
|
(17,429
|
)
|
||||||
Balance, March 31, 2018
|
1,164,000
|
|
$
|
118,381
|
|
55,087,191
|
|
$
|
876,288
|
|
$
|
43,769
|
|
$
|
(757,835
|
)
|
$
|
(48,185
|
)
|
$
|
232,418
|
|
Accretion of coupon on Preferred Shares
|
—
|
|
2,541
|
|
—
|
|
—
|
|
—
|
|
(2,541
|
)
|
—
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
1,862
|
|
—
|
|
—
|
|
1,862
|
|
||||||
Certain fair value adjustments to liability stock option awards
|
—
|
|
—
|
|
—
|
|
—
|
|
(34
|
)
|
—
|
|
—
|
|
(34
|
)
|
||||||
Issuance of common shares pursuant to exercise of options
|
—
|
|
—
|
|
238,059
|
|
1,903
|
|
(1,168
|
)
|
—
|
|
—
|
|
735
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,091
|
|
—
|
|
3,091
|
|
||||||
Balance, June 30, 2018
|
1,164,000
|
|
$
|
120,922
|
|
55,325,250
|
|
$
|
878,191
|
|
$
|
44,429
|
|
$
|
(757,285
|
)
|
$
|
(48,185
|
)
|
$
|
238,072
|
|
Accretion of coupon on Preferred Shares
|
—
|
|
2,567
|
|
—
|
|
—
|
|
—
|
|
(2,567
|
)
|
—
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
1,658
|
|
—
|
|
—
|
|
1,658
|
|
||||||
Certain fair value adjustments to liability stock option awards
|
—
|
|
—
|
|
—
|
|
—
|
|
(407
|
)
|
—
|
|
—
|
|
(407
|
)
|
||||||
Issuance of common shares pursuant to exercise of options
|
—
|
|
—
|
|
147,069
|
|
614
|
|
(180
|
)
|
—
|
|
—
|
|
434
|
|
||||||
Currency translation adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(12
|
)
|
(12
|
)
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(24,473
|
)
|
—
|
|
(24,473
|
)
|
||||||
Balance, September 30, 2018
|
1,164,000
|
|
$
|
123,489
|
|
55,472,319
|
|
$
|
878,805
|
|
$
|
45,500
|
|
$
|
(784,325
|
)
|
$
|
(48,197
|
)
|
$
|
215,272
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(82,503
|
)
|
|
$
|
(24,473
|
)
|
|
$
|
(129,069
|
)
|
|
$
|
(38,811
|
)
|
Items not involving cash:
|
|
|
|
|
|
|
|
||||||||
Deferred income tax benefit
|
(12,661
|
)
|
|
(4,282
|
)
|
|
(12,661
|
)
|
|
(4,282
|
)
|
||||
Depreciation
|
507
|
|
|
497
|
|
|
1,521
|
|
|
1,677
|
|
||||
Loss (gain) on sale of property and equipment
|
—
|
|
|
(26
|
)
|
|
(11
|
)
|
|
(26
|
)
|
||||
Stock-based compensation expense
|
1,516
|
|
|
1,828
|
|
|
6,822
|
|
|
5,445
|
|
||||
Unrealized foreign exchange losses (gains)
|
24
|
|
|
(131
|
)
|
|
(71
|
)
|
|
795
|
|
||||
Change in fair value of contingent consideration
|
(376
|
)
|
|
(5,608
|
)
|
|
(121
|
)
|
|
(6,263
|
)
|
||||
Impairment of intangible assets
|
43,836
|
|
|
14,811
|
|
|
43,836
|
|
|
14,811
|
|
||||
Impairment of goodwill
|
22,471
|
|
|
—
|
|
|
22,471
|
|
|
—
|
|
||||
Site consolidation non-cash portion
|
—
|
|
|
—
|
|
|
—
|
|
|
396
|
|
||||
Gain on investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,884
|
)
|
||||
Equity investment loss
|
3,512
|
|
|
2,838
|
|
|
11,497
|
|
|
2,838
|
|
||||
Non-cash royalty revenue
|
(979
|
)
|
|
—
|
|
|
(979
|
)
|
|
—
|
|
||||
Non-cash interest expense
|
1,106
|
|
|
—
|
|
|
1,106
|
|
|
—
|
|
||||
Net change in non-cash operating items:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(957
|
)
|
|
784
|
|
|
(1,057
|
)
|
|
(136
|
)
|
||||
Prepaid expenses and other assets
|
1,080
|
|
|
109
|
|
|
1,839
|
|
|
1,017
|
|
||||
Accrued revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
||||
Accounts payable and accrued liabilities
|
538
|
|
|
1,094
|
|
|
(1,320
|
)
|
|
(2,171
|
)
|
||||
Deferred revenue
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
(2,093
|
)
|
||||
Restructuring accrual
|
(138
|
)
|
|
(320
|
)
|
|
(917
|
)
|
|
770
|
|
||||
Other liabilities
|
(446
|
)
|
|
—
|
|
|
(541
|
)
|
|
(2
|
)
|
||||
Net cash used in operating activities
|
(23,470
|
)
|
|
(13,204
|
)
|
|
(57,655
|
)
|
|
(50,791
|
)
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Acquisition of short and long-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,025
|
)
|
||||
Disposition of short and long-term investments
|
16,410
|
|
|
24,590
|
|
|
87,675
|
|
|
—
|
|
||||
Proceeds from sale of property and equipment
|
—
|
|
|
25
|
|
|
11
|
|
|
25
|
|
||||
Acquisition of property and equipment
|
(255
|
)
|
|
(237
|
)
|
|
(526
|
)
|
|
(911
|
)
|
||||
Net cash provided by (used) in investing activities
|
16,155
|
|
|
24,378
|
|
|
87,160
|
|
|
(48,911
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Proceeds from sale of future royalties, net
|
18,549
|
|
|
—
|
|
|
18,549
|
|
|
—
|
|
||||
Promissory note repayment
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,001
|
)
|
||||
Proceeds from sale of Series A Preferred Shares, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
66,265
|
|
||||
Issuance of common shares pursuant to the ATM
|
—
|
|
|
—
|
|
|
4,725
|
|
|
—
|
|
||||
Issuance of common shares pursuant to exercise of options
|
—
|
|
|
435
|
|
|
290
|
|
|
1,273
|
|
||||
Net cash provided by financing activities
|
18,549
|
|
|
435
|
|
|
23,564
|
|
|
55,537
|
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(24
|
)
|
|
131
|
|
|
71
|
|
|
(795
|
)
|
||||
Increase in cash and cash equivalents
|
11,210
|
|
|
11,740
|
|
|
53,140
|
|
|
(44,960
|
)
|
||||
Cash and cash equivalents, beginning of period
|
78,872
|
|
|
10,193
|
|
|
36,942
|
|
|
66,893
|
|
||||
Cash and cash equivalents, end of period
|
$
|
90,082
|
|
|
$
|
21,933
|
|
|
$
|
90,082
|
|
|
$
|
21,933
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
||||||||
Non-cash transactions:
|
|
|
|
|
|
|
|
||||||||
Preferred shares dividends accrued
|
$
|
(2,792
|
)
|
|
$
|
(2,567
|
)
|
|
$
|
(8,269
|
)
|
|
$
|
(7,444
|
)
|
Investment in Genevant
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,665
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands, except share and per share amounts)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Allocation of distributable earnings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Allocation of undistributable loss
|
(85,295
|
)
|
|
(27,040
|
)
|
|
(137,338
|
)
|
|
(46,255
|
)
|
||||
Allocation of loss attributed to common shareholders
|
$
|
(85,295
|
)
|
|
$
|
(27,040
|
)
|
|
$
|
(137,338
|
)
|
|
$
|
(46,255
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares - basic and diluted
|
56,850,172
|
|
|
55,421,504
|
|
|
56,469,358
|
|
|
55,241,284
|
|
||||
Basic and diluted net loss attributable to common shareholders per share
|
$
|
(1.50
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(2.43
|
)
|
|
$
|
(0.84
|
)
|
•
|
Level 1 inputs are quoted market prices for identical instruments available in active markets.
|
•
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a contractual term, the input must be observable for substantially the full term. An example includes quoted market prices for similar assets or liabilities in active markets.
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability and will reflect management’s assumptions about market assumptions that would be used to price the asset or liability.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
As of September 30, 2019
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
90,082
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90,082
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liability-classified options
|
—
|
|
|
—
|
|
|
86
|
|
|
86
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
3,005
|
|
|
3,005
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,091
|
|
|
$
|
3,091
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
As of December 31, 2018
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
36,942
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,942
|
|
Short-term investments
|
87,675
|
|
|
—
|
|
|
—
|
|
|
87,675
|
|
||||
Total
|
124,617
|
|
|
—
|
|
|
—
|
|
|
124,617
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liability-classified stock option awards
|
—
|
|
|
—
|
|
|
479
|
|
|
479
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
3,126
|
|
|
3,126
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,605
|
|
|
$
|
3,605
|
|
|
Liability at beginning of the period
|
|
Fair value of liability-classified options exercised in the period
|
|
Increase (decrease) in fair value of liability
|
|
Liability at end of the period
|
||||||||
|
(in thousands)
|
||||||||||||||
Nine months ended September 30, 2018
|
$
|
1,239
|
|
|
$
|
—
|
|
|
$
|
1,499
|
|
|
$
|
2,738
|
|
Nine months ended September 30, 2019
|
$
|
479
|
|
|
$
|
—
|
|
|
$
|
(393
|
)
|
|
$
|
86
|
|
|
Liability at beginning of the period
|
|
Increase (decrease) in fair value of liability
|
|
Liability at end of the period
|
||||||
|
(in thousands)
|
||||||||||
Nine months ended September 30, 2018
|
$
|
10,424
|
|
|
$
|
(6,263
|
)
|
|
$
|
4,161
|
|
Nine months ended September 30, 2019
|
$
|
3,126
|
|
|
$
|
(121
|
)
|
|
$
|
3,005
|
|
5.
|
Leases
|
|
As of September 30, 2019
|
Weighted-average remaining lease term (years)
|
7.3
|
Weighted average discount rate
|
8.9%
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
921
|
|
|
$
|
—
|
|
|
As of September 30, 2019
|
||
|
(in thousands)
|
||
October through December 2019
|
$
|
188
|
|
2020
|
657
|
|
|
2021
|
677
|
|
|
2022
|
581
|
|
|
2023
|
598
|
|
|
Thereafter
|
2,039
|
|
|
Total Lease Payments
|
$
|
4,740
|
|
Less: interest
|
(1,268
|
)
|
|
Present value of lease payments
|
$
|
3,472
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Trade accounts payable
|
$
|
1,400
|
|
|
$
|
3,192
|
|
Research and development accruals
|
4,112
|
|
|
2,716
|
|
||
Professional fee accruals
|
1,177
|
|
|
871
|
|
||
Payroll accruals
|
1,509
|
|
|
2,341
|
|
||
Other accrued liabilities
|
1
|
|
|
309
|
|
||
|
$
|
8,199
|
|
|
$
|
9,429
|
|
8.
|
Site consolidation
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
||||||||||||||
Employee severance and relocation
|
$
|
231
|
|
|
$
|
198
|
|
|
$
|
429
|
|
|
$
|
3,399
|
|
Facility and other expenses
|
(49
|
)
|
|
(690
|
)
|
|
(396
|
)
|
|
311
|
|
||||
Total site consolidation expense
|
$
|
182
|
|
|
$
|
(492
|
)
|
|
$
|
33
|
|
|
$
|
3,710
|
|
|
Employee severance and relocation
|
|
Facility and other expenses
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Site consolidation accrual as of December 31, 2018
|
$
|
697
|
|
|
$
|
634
|
|
|
$
|
1,331
|
|
Additional accruals and other adjustments
|
429
|
|
|
(396
|
)
|
|
33
|
|
|||
Payments
|
(923
|
)
|
|
(238
|
)
|
|
(1,161
|
)
|
|||
Site consolidation accrual as of September 30, 2019
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
203
|
|
9.
|
Sale of future royalties
|
|
Nine Months Ended September 30, 2019
|
||
|
(in thousands)
|
||
Net liability related to sale of future royalties - beginning balance
|
$
|
—
|
|
Initial recognition of liability
|
30,000
|
|
|
Debt discount and issuance costs
|
(11,451
|
)
|
|
Non-cash royalty revenue
|
(979
|
)
|
|
Non-cash interest expense
|
1,106
|
|
|
Net liability related to sale of future royalties - ending balance
|
$
|
18,675
|
|
•
|
our strategy, future operations, pre-clinical research, pre-clinical studies, clinical trials, prospects and the plans of management;
|
•
|
the discovery, development and commercialization of a cure for chronic hepatitis B infection, a disease of the liver caused by the hepatitis B virus ("HBV");
|
•
|
our beliefs and development path and strategy to achieve a cure for HBV;
|
•
|
obtaining necessary regulatory approvals;
|
•
|
obtaining adequate financing through a combination of financing activities and operations;
|
•
|
using the results from our HBV studies to adaptively design additional clinical trials to test the efficacy of the combination therapy and the duration of the result in patients;
|
•
|
the expected timing of and amount for payments related to Enantigen Therapeutics, Inc.'s (“Enantigen”) transaction and its programs;
|
•
|
the potential of our drug candidates to improve upon the standard of care and contribute to a curative combination treatment regimen;
|
•
|
the potential benefits of the reversion of the OMERS royalty monetization transaction for our ONPATTRO™ (Patisiran) royalty interest;
|
•
|
developing a suite of products that intervene at different points in the viral life cycle, with the potential to reactivate the host immune system;
|
•
|
using pre-clinical results to adaptively design clinical trials for additional cohorts of patients, testing the combination and the duration of therapy;
|
•
|
selecting combination therapy regimens and treatment durations to conduct Phase 3 clinical trials intended to ultimately support regulatory filings for marketing approval;
|
•
|
expanding our HBV drug candidate pipeline through internal development, acquisitions and in-licenses;
|
•
|
the potential of our assets, including our ownership stake in Genevant Sciences Ltd. (Genevant”) and the royalty entitlement on ONPATTRO, to provide significant non-dilutive capital;
|
•
|
our expectation to present results from the AB-506 Phase 1a/1b clinical trial along with further details regarding the two cases of acute hepatitis at the AASLD meeting in November 2019;
|
•
|
our expectation to select one of several oral next-generation capsid inhibitor lead compounds for IND-enabling studies in December of this year;
|
•
|
our expectation to make a decision regarding AB-452 clinical development in early 2020;
|
•
|
our expectation for AB-729 for preliminary safety and efficacy data from both healthy subjects and several single dose cohorts of subjects with CHB to be available in the first quarter of 2020.
|
•
|
payments from the Gritstone Oncology, Inc. ("Gritstone") licensing agreement;
|
•
|
the belief that current legal proceedings will not have a material adverse effect on our consolidated results of operations, cash flows, or financial condition;
|
•
|
the expected return from strategic alliances, licensing agreements, and research collaborations;
|
•
|
statements with respect to revenue and expense fluctuation and guidance;
|
•
|
the sufficiency of our cash and cash equivalents to extend into early 2021;
|
•
|
obtaining funding to maintain and advance our business from a variety of sources including public or private equity or debt financing, collaborative arrangements with pharmaceutical companies and government grants and contracts;
|
•
|
on-going arbitration; and
|
•
|
the amount and timing of potential funding,
|
•
|
developing a pipeline of proprietary therapeutic agents that target multiple elements of the HBV viral lifecycle, the most important of which we believe are HBV replication and hepatitis B surface antigen ("HBsAg") expression, and the host immune system; and
|
•
|
identifying an effective combination of complementary proprietary therapeutic agents administered for a finite treatment duration.
|
•
|
progress our clinical and pre-clinical product candidates through Phase 1 and Phase 2 clinical trials;
|
•
|
identify a safe and effective combination regimen to support a robust Phase 3 clinical registration program;
|
•
|
obtain regulatory approval for such combination regimen; and
|
•
|
commercialize such combination regimen.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands except per share amounts)
|
||||||||||||||
Total revenue
|
$
|
3,061
|
|
|
$
|
1,587
|
|
|
$
|
4,393
|
|
|
$
|
4,267
|
|
Operating expenses
|
94,462
|
|
|
34,013
|
|
|
135,380
|
|
|
77,144
|
|
||||
Loss from operations
|
(91,401
|
)
|
|
(32,426
|
)
|
|
(130,987
|
)
|
|
(72,877
|
)
|
||||
Net loss
|
(82,503
|
)
|
|
(24,473
|
)
|
|
(129,069
|
)
|
|
(38,811
|
)
|
||||
Net loss attributable to common shares
|
$
|
(85,295
|
)
|
|
$
|
(27,040
|
)
|
|
$
|
(137,338
|
)
|
|
$
|
(46,255
|
)
|
Basic and diluted loss per common share
|
(1.50
|
)
|
|
(0.49
|
)
|
|
(2.43
|
)
|
|
(0.84
|
)
|
|
Three Months Ended September 30,
|
||||||||||||
|
2019
|
|
% of Total
|
|
2018
|
|
% of Total
|
||||||
|
(in thousands)
|
||||||||||||
Research and development
|
$
|
17,731
|
|
|
19
|
%
|
|
$
|
16,566
|
|
|
49
|
%
|
General and administrative
|
3,249
|
|
|
3
|
%
|
|
2,631
|
|
|
8
|
%
|
||
Depreciation
|
507
|
|
|
1
|
%
|
|
497
|
|
|
1
|
%
|
||
Site consolidation (note 8)
|
182
|
|
|
—
|
%
|
|
(492
|
)
|
|
(1
|
)%
|
||
Impairment of intangible assets (note 6)
|
43,836
|
|
|
46
|
%
|
|
14,811
|
|
|
44
|
%
|
||
Impairment of goodwill (note 6)
|
22,471
|
|
|
24
|
%
|
|
—
|
|
|
—
|
%
|
||
Arbitration (note 10)
|
6,486
|
|
|
7
|
%
|
|
—
|
|
|
—
|
%
|
||
Total operating expenses
|
$
|
94,462
|
|
|
100
|
%
|
|
$
|
34,013
|
|
|
100
|
%
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
% of Total
|
|
2018
|
|
% of Total
|
||||||
|
(in thousands)
|
||||||||||||
Research and development
|
$
|
45,183
|
|
|
33
|
%
|
|
$
|
46,871
|
|
|
61
|
%
|
General and administrative
|
15,850
|
|
|
12
|
%
|
|
10,075
|
|
|
13
|
%
|
||
Depreciation
|
1,521
|
|
|
1
|
%
|
|
1,677
|
|
|
2
|
%
|
||
Site consolidation (note 8)
|
33
|
|
|
—
|
%
|
|
3,710
|
|
|
5
|
%
|
||
Impairment of intangible assets (note 6)
|
43,836
|
|
|
32
|
%
|
|
14,811
|
|
|
19
|
%
|
||
Impairment of goodwill (note 6)
|
22,471
|
|
|
17
|
%
|
|
—
|
|
|
—
|
%
|
||
Arbitration (note 10)
|
6,486
|
|
|
5
|
%
|
|
—
|
|
|
—
|
%
|
||
Total operating expenses
|
$
|
135,380
|
|
|
100
|
%
|
|
$
|
77,144
|
|
|
100
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
||||||||||||||
Interest income
|
$
|
503
|
|
|
$
|
756
|
|
|
$
|
1,709
|
|
|
$
|
2,319
|
|
Interest expense (note 9)
|
(1,100
|
)
|
|
—
|
|
|
(1,114
|
)
|
|
(104
|
)
|
||||
Foreign exchange gain (loss)
|
(25
|
)
|
|
145
|
|
|
43
|
|
|
(740
|
)
|
||||
Gain on investment (note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
24,884
|
|
||||
Equity investment loss (note 4)
|
(3,512
|
)
|
|
(2,838
|
)
|
|
(11,497
|
)
|
|
(2,838
|
)
|
||||
Change in fair value of contingent consideration (notes 3 and 10)
|
376
|
|
|
5,608
|
|
|
121
|
|
|
6,263
|
|
||||
Total other income (loss)
|
$
|
(3,758
|
)
|
|
$
|
3,671
|
|
|
$
|
(10,738
|
)
|
|
$
|
29,784
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands)
|
||||||||||||||
Net loss
|
$
|
(82,503
|
)
|
|
$
|
(24,473
|
)
|
|
$
|
(129,069
|
)
|
|
$
|
(38,811
|
)
|
Items not involving cash:
|
58,956
|
|
|
9,927
|
|
|
73,410
|
|
|
(9,493
|
)
|
||||
Net change in non-cash operating items:
|
77
|
|
|
1,342
|
|
|
(1,996
|
)
|
|
(2,487
|
)
|
||||
Net cash used in operating activities
|
(23,470
|
)
|
|
(13,204
|
)
|
|
(57,655
|
)
|
|
(50,791
|
)
|
||||
Net cash provided by (used) in investing activities
|
16,155
|
|
|
24,378
|
|
|
87,160
|
|
|
(48,911
|
)
|
||||
Net cash provided by financing activities
|
18,549
|
|
|
435
|
|
|
23,564
|
|
|
55,537
|
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(24
|
)
|
|
131
|
|
|
71
|
|
|
(795
|
)
|
||||
Increase in cash and cash equivalents
|
11,210
|
|
|
11,740
|
|
|
53,140
|
|
|
(44,960
|
)
|
||||
Cash and cash equivalents, beginning of period
|
78,872
|
|
|
10,193
|
|
|
36,942
|
|
|
66,893
|
|
||||
Cash and cash equivalents, end of period
|
$
|
90,082
|
|
|
$
|
21,933
|
|
|
$
|
90,082
|
|
|
21,933
|
|
•
|
revenue earned from our legacy collaborative partnerships and licensing agreements, including potential royalty payments from Alnylam's ONPATTRO;
|
•
|
revenue earned from ongoing collaborative partnerships, including milestone and royalty payments;
|
•
|
the extent to which we continue the development of our product candidates, add new product candidates to our pipeline, or form collaborative relationships to advance our products;
|
•
|
delays in the development of our product candidates due to pre-clinical and clinical findings;
|
•
|
our decisions to in-license or acquire additional products, product candidates or technology for development, in particular for our HBV therapeutics programs;
|
•
|
our ability to attract and retain corporate partners, and their effectiveness in carrying out the development and ultimate commercialization of our product candidates;
|
•
|
whether batches of drugs that we manufacture fail to meet specifications resulting in delays and investigational and remanufacturing costs;
|
•
|
the decisions, and the timing of decisions, made by health regulatory agencies regarding our technology and products;
|
•
|
competing technological and market developments; and
|
•
|
costs associated with prosecuting and enforcing our patent claims and other intellectual property rights, including litigation and arbitration arising in the course of our business activities.
|
Number
|
|
Description
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2†
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
101
|
|
The following materials from Arbutus Biopharma Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Loss; (iv) Condensed Consolidated Statements of Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements
|
|
ARBUTUS BIOPHARMA CORPORATION
|
|
|
|
|
|
By:
|
/s/ William H Collier
|
|
|
William H Collier
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Arbutus Biopharma Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ William Collier
|
|
Name: William Collier
|
|
Title: President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Arbutus Biopharma Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ David Hastings
|
|
Name: David Hastings
|
|
Title: Chief Financial Officer
|
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly represents, in all material respects, the financial condition and results of the operations of the Company.
|
|
/s/ William Collier
|
|
Name: William Collier
|
|
Title: President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly represents, in all material respects, the financial condition and results of the operations of the Company.
|
|
/s/ David Hastings
|
|
Name: David Hastings
|
|
Title: Chief Financial Officer
|
|
|