British Columbia, Canada
|
|
98-0597776
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
Large accelerated filer [ ]
|
Accelerated filer [X]
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
Emerging growth company [ ]
|
|
|
Page
|
|
|
|
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (note 2)
|
$
|
21,933
|
|
|
$
|
54,292
|
|
Short-term investments (note 2)
|
120,085
|
|
|
72,060
|
|
||
Accounts receivable
|
538
|
|
|
402
|
|
||
Accrued revenue
|
—
|
|
|
128
|
|
||
Investment tax credits receivable
|
342
|
|
|
340
|
|
||
Prepaid expenses and other assets
|
1,127
|
|
|
2,144
|
|
||
Total current assets
|
144,025
|
|
|
129,366
|
|
||
Restricted investment (note 2)
|
—
|
|
|
12,601
|
|
||
Investment in Genevant (note 3)
|
24,665
|
|
|
—
|
|
||
Property and equipment
|
16,813
|
|
|
24,854
|
|
||
Less accumulated depreciation
|
(6,392
|
)
|
|
(12,671
|
)
|
||
Property and equipment, net of accumulated depreciation
|
10,421
|
|
|
12,183
|
|
||
Intangible assets (note 4)
|
43,836
|
|
|
58,647
|
|
||
Goodwill (note 4)
|
22,471
|
|
|
24,364
|
|
||
Total assets
|
$
|
245,418
|
|
|
$
|
237,161
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities (note 7)
|
$
|
8,511
|
|
|
$
|
10,646
|
|
Deferred revenue (note 5)
|
649
|
|
|
2,742
|
|
||
Liability-classified options (note 2)
|
2,738
|
|
|
1,239
|
|
||
Site consolidation accrual (note 9)
|
770
|
|
|
—
|
|
||
Total current liabilities
|
12,668
|
|
|
14,627
|
|
||
Deferred lease incentives, net of current portion
|
656
|
|
|
693
|
|
||
Loan payable (note 8)
|
—
|
|
|
12,001
|
|
||
Contingent consideration (notes 2 and 10)
|
4,161
|
|
|
10,424
|
|
||
Deferred tax liability (note 4)
|
12,661
|
|
|
16,943
|
|
||
Total liabilities
|
30,146
|
|
|
54,688
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred shares (note 6)
|
|
|
|
||||
Authorized - 1,164,000 with no par value
|
|
|
|
||||
Issued and outstanding: 1,164,000 (December 31, 2017 - 500,000)
|
123,489
|
|
|
49,780
|
|
||
Common shares
|
|
|
|
|
|
||
Authorized - unlimited number with no par value
|
|
|
|
|
|
||
Issued and outstanding: 55,472,319
(December 31, 2017 - 55,060,662)
|
878,805
|
|
|
876,108
|
|
||
Additional paid-in capital
|
45,500
|
|
|
42,840
|
|
||
Deficit
|
(784,325
|
)
|
|
(738,070
|
)
|
||
Accumulated other comprehensive loss
|
(48,197
|
)
|
|
(48,185
|
)
|
||
Total stockholders' equity
|
215,272
|
|
|
182,473
|
|
||
Total liabilities and stockholders' equity
|
$
|
245,418
|
|
|
$
|
237,161
|
|
|
Three months ended
|
Nine months ended
|
||||||||||||
|
September 30,
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
2018
|
|
2017
|
||||||||
Revenue (note 5)
|
$
|
1,587
|
|
|
$
|
6,892
|
|
$
|
4,267
|
|
|
$
|
8,166
|
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
||||||||
Research, development, collaborations and contracts
|
16,566
|
|
|
15,537
|
|
46,871
|
|
|
44,854
|
|
||||
General and administrative
|
2,631
|
|
|
3,659
|
|
10,075
|
|
|
12,586
|
|
||||
Depreciation of property and equipment
|
497
|
|
|
593
|
|
1,677
|
|
|
1,407
|
|
||||
Site consolidation (note 9)
|
(492
|
)
|
|
—
|
|
3,710
|
|
|
—
|
|
||||
Impairment of intangible assets (note 4)
|
14,811
|
|
|
—
|
|
14,811
|
|
|
—
|
|
||||
Total expenses
|
34,013
|
|
|
19,789
|
|
77,144
|
|
|
58,847
|
|
||||
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(32,426
|
)
|
|
(12,897
|
)
|
(72,877
|
)
|
|
(50,681
|
)
|
||||
|
|
|
|
|
|
|
||||||||
Other income (loss)
|
|
|
|
|
|
|
||||||||
Interest income
|
756
|
|
|
337
|
|
2,319
|
|
|
1,095
|
|
||||
Interest expense
|
—
|
|
|
(76
|
)
|
(104
|
)
|
|
(186
|
)
|
||||
Foreign exchange (loss) gain
|
145
|
|
|
1,233
|
|
(740
|
)
|
|
2,458
|
|
||||
Gain on investment (note 3)
|
—
|
|
|
—
|
|
24,884
|
|
|
—
|
|
||||
Equity investment loss (note 3)
|
(2,838
|
)
|
|
—
|
|
(2,838
|
)
|
|
—
|
|
||||
Increase in fair value of warrant liability
|
—
|
|
|
—
|
|
—
|
|
|
(22
|
)
|
||||
Decrease (increase) in fair value of contingent consideration (notes 2 and 10)
|
5,608
|
|
|
(197
|
)
|
6,263
|
|
|
(1,146
|
)
|
||||
Total other income
|
3,671
|
|
|
1,297
|
|
29,784
|
|
|
2,199
|
|
||||
|
|
|
|
|
|
|
||||||||
Net (loss) before income taxes
|
$
|
(28,755
|
)
|
|
$
|
(11,600
|
)
|
$
|
(43,093
|
)
|
|
$
|
(48,482
|
)
|
|
|
|
|
|
|
|
||||||||
Income tax benefit (note 4)
|
4,282
|
|
|
—
|
|
4,282
|
|
|
—
|
|
||||
Net (loss)
|
$
|
(24,473
|
)
|
|
$
|
(11,600
|
)
|
$
|
(38,811
|
)
|
|
$
|
(48,482
|
)
|
Items applicable to preferred shares:
|
|
|
|
|
|
|
||||||||
Accrual of coupon on convertible preferred shares
|
(2,567
|
)
|
|
—
|
|
(7,444
|
)
|
|
$
|
—
|
|
|||
|
|
|
|
|
|
|
||||||||
Net (loss) attributable to common shares
|
$
|
(27,040
|
)
|
|
$
|
(11,600
|
)
|
$
|
(46,255
|
)
|
|
$
|
(48,482
|
)
|
|
|
|
|
|
|
|
||||||||
Net (loss) attributable to common shareholders, per share (note 2)
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.49
|
)
|
|
$
|
(0.21
|
)
|
$
|
(0.84
|
)
|
|
$
|
(0.89
|
)
|
Weighted average number of common shares
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
55,421,504
|
|
|
54,877,103
|
|
55,241,284
|
|
|
54,612,081
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss
|
$
|
(24,473
|
)
|
|
$
|
(11,600
|
)
|
|
$
|
(38,811
|
)
|
|
$
|
(48,482
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Share of other comprehensive loss of equity method investment (note 3)
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Comprehensive loss
|
$
|
(24,485
|
)
|
|
$
|
(11,600
|
)
|
|
$
|
(38,823
|
)
|
|
$
|
(48,482
|
)
|
|
|
|
|
|
|
|
|
|
Convertible Preferred Shares
|
Common Shares
|
|
|
|
|
||||||||||||||||
|
Number
of shares
|
Share
capital
|
Number
of shares |
Share
capital |
Additional paid-in
capital |
Deficit
|
Accumulated other comprehen-
sive loss |
Total
stockholders' equity |
||||||||||||||
December 31, 2017
|
500,000
|
|
$
|
49,780
|
|
55,060,662
|
|
$
|
876,108
|
|
$
|
42,840
|
|
$
|
(738,070
|
)
|
$
|
(48,185
|
)
|
$
|
182,473
|
|
Issuance of Preferred Shares, net of issuance cost 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
|
|
55,087,203
|
|
$
|
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 loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
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
|
|
||||||
Other comprehensive income (loss) - 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
|
Nine months ended
|
||||||||||||
|
September 30,
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
2018
|
|
2017
|
||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||||
Net (loss) for the period
|
$
|
(24,473
|
)
|
|
$
|
(11,600
|
)
|
$
|
(38,811
|
)
|
|
$
|
(48,482
|
)
|
Items not involving cash:
|
|
|
|
|
|
|
||||||||
Deferred income tax benefit
|
(4,282
|
)
|
|
—
|
|
(4,282
|
)
|
|
—
|
|
||||
Depreciation of property and equipment
|
497
|
|
|
593
|
|
1,677
|
|
|
1,407
|
|
||||
Gain on sale of property and equipment
|
(26
|
)
|
|
—
|
|
(26
|
)
|
|
—
|
|
||||
Stock-based compensation - research, development, collaborations and contract expenses
|
1,301
|
|
|
2,468
|
|
3,952
|
|
|
8,145
|
|
||||
Stock-based compensation - general and administrative
expenses |
527
|
|
|
1,511
|
|
1,493
|
|
|
5,440
|
|
||||
Unrealized foreign exchange (gains) losses
|
(131
|
)
|
|
(1,328
|
)
|
795
|
|
|
(2,578
|
)
|
||||
Change in fair value of warrant liability
|
—
|
|
|
—
|
|
—
|
|
|
22
|
|
||||
Change in fair value of contingent consideration
|
(5,608
|
)
|
|
197
|
|
(6,263
|
)
|
|
1,146
|
|
||||
Impairment of intangible assets
|
14,811
|
|
|
—
|
|
14,811
|
|
|
—
|
|
||||
Site consolidation non-cash portion
|
—
|
|
|
—
|
|
396
|
|
|
—
|
|
||||
Gain on equity investment
|
—
|
|
|
—
|
|
(24,884
|
)
|
|
—
|
|
||||
Equity investment loss
|
2,838
|
|
|
—
|
|
2,838
|
|
|
—
|
|
||||
Net change in non-cash operating items:
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
784
|
|
|
196
|
|
(136
|
)
|
|
(573
|
)
|
||||
Accrued revenue
|
—
|
|
|
—
|
|
128
|
|
|
—
|
|
||||
Deferred lease incentives
|
—
|
|
|
744
|
|
—
|
|
|
744
|
|
||||
Investment tax credits receivable
|
—
|
|
|
—
|
|
(2
|
)
|
|
133
|
|
||||
Prepaid expenses and other assets
|
109
|
|
|
83
|
|
1,017
|
|
|
(189
|
)
|
||||
Accounts payable and accrued liabilities
|
1,094
|
|
|
(1,805
|
)
|
(2,171
|
)
|
|
(3,513
|
)
|
||||
Deferred revenue
|
(325
|
)
|
|
(6,739
|
)
|
(2,093
|
)
|
|
—
|
|
||||
Site consolidation accrual
|
(320
|
)
|
|
—
|
|
770
|
|
|
—
|
|
||||
Net cash used in operating activities
|
(13,204
|
)
|
|
(15,680
|
)
|
(50,791
|
)
|
|
(38,298
|
)
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||||
Disposition (acquisition) of short and long-term investments, net
|
24,590
|
|
|
5,843
|
|
(48,025
|
)
|
|
34,192
|
|
||||
Proceeds from sale of property and equipment
|
25
|
|
|
—
|
|
25
|
|
|
—
|
|
||||
Acquisition of property and equipment
|
(237
|
)
|
|
(538
|
)
|
(911
|
)
|
|
(7,076
|
)
|
||||
Net cash provided by (used) in investing activities
|
24,378
|
|
|
5,305
|
|
(48,911
|
)
|
|
27,116
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||||
Promissory note repayment (note 8)
|
—
|
|
|
—
|
|
(12,001
|
)
|
|
—
|
|
||||
Proceeds from sale of Series A Preferred Shares, net of
issuance costs
|
—
|
|
|
—
|
|
66,265
|
|
|
—
|
|
||||
Issuance of common shares pursuant to exercise of options
|
435
|
|
|
61
|
|
1,273
|
|
|
66
|
|
||||
Issuance of common shares pursuant to exercise of warrants
|
—
|
|
|
—
|
|
—
|
|
|
353
|
|
||||
Net cash provided by financing activities
|
435
|
|
|
61
|
|
55,537
|
|
|
419
|
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
131
|
|
|
1,327
|
|
(795
|
)
|
|
2,575
|
|
||||
Increase (Decrease) in cash, cash equivalents, and restricted investment
|
11,740
|
|
|
(8,987
|
)
|
(44,960
|
)
|
|
(8,188
|
)
|
||||
Cash, cash equivalents, and restricted investment, beginning of period
|
10,193
|
|
|
24,212
|
|
66,893
|
|
|
23,413
|
|
||||
Cash, cash equivalents, and restricted investment, end of period
|
$
|
21,933
|
|
|
$
|
15,225
|
|
$
|
21,933
|
|
|
$
|
15,225
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
||||||||
Non-cash transactions:
|
|
|
|
|
|
|
||||||||
Investment tax credit received
|
$
|
—
|
|
|
$
|
108
|
|
$
|
—
|
|
|
$
|
108
|
|
Acquired property and equipment in trade payables
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
6
|
|
Preferred shares dividends accrued (note 6)
|
$
|
2,567
|
|
|
$
|
—
|
|
$
|
7,444
|
|
|
$
|
—
|
|
Investment in Genevant (note 3)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
24,665
|
|
|
$
|
—
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
2018
|
|
2018
|
||||||||||
Numerator:
|
Common Shares
|
Preferred Shares
|
|
Common Shares
|
Preferred Shares
|
||||||||
Allocation of distributable earnings
|
$
|
—
|
|
$
|
2,567
|
|
|
$
|
—
|
|
$
|
7,444
|
|
Allocation of undistributed loss
|
(27,040
|
)
|
—
|
|
|
(46,255
|
)
|
—
|
|
||||
Allocation of income (loss) attributed to shareholders
|
$
|
(27,040
|
)
|
$
|
2,567
|
|
|
$
|
(46,255
|
)
|
$
|
7,444
|
|
Denominator:
|
|
|
|
|
|
|
|||||||
Weighted average number of shares - basic and diluted
|
55,421,504
|
|
1,164,000
|
|
|
55,241,284
|
|
1,134,813
|
|
||||
Basic and diluted net income (loss) attributable to shareholders per share
|
$
|
(0.49
|
)
|
$
|
2.21
|
|
|
$
|
(0.84
|
)
|
$
|
6.56
|
|
•
|
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
|
|
|
September 30, 2018
|
|
||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
21,933
|
|
|
—
|
|
|
—
|
|
|
$
|
21,933
|
|
||
Short-term investments
|
120,085
|
|
|
—
|
|
|
—
|
|
|
120,085
|
|
||||
Total
|
$
|
142,018
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,018
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liability-classified options
|
—
|
|
|
—
|
|
|
$
|
2,738
|
|
|
$
|
2,738
|
|
||
Contingent consideration
|
—
|
|
|
—
|
|
|
4,161
|
|
|
4,161
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,899
|
|
|
$
|
6,899
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
December 31, 2017
|
|
||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
54,292
|
|
|
—
|
|
|
—
|
|
|
$
|
54,292
|
|
||
Short-term investments
|
72,060
|
|
|
—
|
|
|
—
|
|
|
72,060
|
|
||||
Restricted cash
|
12,601
|
|
|
—
|
|
|
—
|
|
|
12,601
|
|
||||
Total
|
$
|
138,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
138,953
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liability-classified options
|
—
|
|
|
—
|
|
|
$
|
1,239
|
|
|
$
|
1,239
|
|
||
Contingent consideration
|
—
|
|
|
—
|
|
|
10,424
|
|
|
10,424
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,663
|
|
|
$
|
11,663
|
|
|
Liability at beginning of the period
|
|
Fair value of liability-classified options exercised in the period
|
|
Increase in fair
value of liability
|
|
Liability at end
of the period
|
||||||||
Nine months ended September 30, 2017
|
$
|
553
|
|
|
$
|
(103
|
)
|
|
$
|
1,367
|
|
|
$
|
1,817
|
|
Nine months ended September 30, 2018
|
$
|
1,239
|
|
|
$
|
—
|
|
|
$
|
1,499
|
|
|
$
|
2,738
|
|
|
Liability at beginning of the period
|
|
Increase (decrease) in fair value of Contingent Consideration
|
|
Liability at end of the period
|
||||||
Nine months ended September 30, 2017
|
$
|
9,065
|
|
|
$
|
1,146
|
|
|
$
|
10,211
|
|
Nine months ended September 30, 2018
|
$
|
10,424
|
|
|
$
|
(6,263
|
)
|
|
$
|
4,161
|
|
|
Three months ended September 30, 2018
|
Nine months ended September 30, 2018
|
||||
Beginning balance
|
$
|
27,446
|
|
$
|
—
|
|
Investment in Genevant
|
—
|
|
27,377
|
|
||
Stock based compensation expense
|
69
|
|
138
|
|
||
Share of loss
|
(2,838
|
)
|
(2,838
|
)
|
||
Share of comprehensive loss - currency translation adjustment
|
(12
|
)
|
(12
|
)
|
||
Ending balance
|
$
|
24,665
|
|
$
|
24,665
|
|
|
September 30, 2018
|
|
December 31, 2017
|
|
||
IPR&D – Immune Modulators
|
$
|
—
|
|
$
|
—
|
|
IPR&D – Antigen Inhibitors
|
—
|
|
14,811
|
|
||
IPR&D – cccDNA Sterilizers
|
43,836
|
|
43,836
|
|
||
Total Intangible Assets
|
$
|
43,836
|
|
$
|
58,647
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Alexion (a)
|
$
|
—
|
|
|
$
|
6,859
|
|
|
$
|
—
|
|
|
$
|
7,956
|
|
Gritstone (b)
|
313
|
|
|
—
|
|
|
2,400
|
|
|
—
|
|
||||
Gritstone milestone (c)
|
1,250
|
|
|
—
|
|
|
1,250
|
|
|
—
|
|
||||
Other milestone and royalty payments
|
24
|
|
|
33
|
|
|
617
|
|
|
210
|
|
||||
Total revenue
|
$
|
1,587
|
|
|
$
|
6,892
|
|
|
$
|
4,267
|
|
|
$
|
8,166
|
|
|
September 30, 2018
|
|
|
December 31, 2017
|
|
||
Gritstone (b)
|
$
|
649
|
|
|
$
|
2,727
|
|
Other deferred revenue
|
—
|
|
|
15
|
|
||
Total deferred revenue
|
$
|
649
|
|
|
$
|
2,742
|
|
|
September 30, 2018
|
|
|
December 31, 2017
|
|
||
Trade accounts payable
|
$
|
3,075
|
|
|
$
|
1,987
|
|
Research and development accruals
|
4,178
|
|
|
4,937
|
|
||
Professional fee accruals
|
722
|
|
|
429
|
|
||
Deferred lease inducements
|
18
|
|
|
42
|
|
||
Payroll accruals
|
514
|
|
|
2,893
|
|
||
Other accrued liabilities
|
4
|
|
|
358
|
|
||
|
$
|
8,511
|
|
|
$
|
10,646
|
|
Description of expense
|
Jan 1, 2018 - March 31, 2018
|
April 1, 2018 - June 30, 2018
|
July 1, 2018 - Sept 30, 2018
|
Nine months ended September 30, 2018
|
||||||||
Employee severance
|
$
|
1,381
|
|
$
|
1,285
|
|
$
|
50
|
|
$
|
2,716
|
|
Employee relocation
|
240
|
|
295
|
|
148
|
|
683
|
|
||||
Lease and facility
|
—
|
|
1,001
|
|
(690
|
)
|
311
|
|
||||
Total site consolidation expense
|
1,621
|
|
2,581
|
|
(492
|
)
|
3,710
|
|
||||
Amounts paid during the period
|
592
|
|
2,520
|
|
(172
|
)
|
2,940
|
|
||||
Adjustment to accrual
|
$
|
1,029
|
|
$
|
61
|
|
$
|
(320
|
)
|
$
|
770
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||
|
September 30,
|
|
September 30,
|
|||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||||
Total revenue
|
$
|
1,587
|
|
|
$
|
6,892
|
|
|
$
|
4,267
|
|
|
8,166
|
|
Operating expenses
|
34,013
|
|
|
19,789
|
|
|
77,144
|
|
|
58,847
|
|
|||
Loss from operations
|
(32,426
|
)
|
|
(12,897
|
)
|
|
(72,877
|
)
|
|
(50,681
|
)
|
|||
Net income (loss)
|
$
|
(28,755
|
)
|
|
$
|
(11,600
|
)
|
|
$
|
(43,093
|
)
|
|
(48,482
|
)
|
Net income (loss) attributable to common shares
|
(27,040
|
)
|
|
(11,600
|
)
|
|
(46,255
|
)
|
|
(48,482
|
)
|
|||
Basic and diluted loss per common share
|
(0.49
|
)
|
|
(0.21
|
)
|
|
(0.84
|
)
|
|
(0.89
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||||||||||
|
2018
|
|
% of Total
|
|
2017
|
|
% of Total
|
|
2018
|
|
% of Total
|
|
2017
|
|
% of Total
|
||||||||||||
Alexion
|
$
|
—
|
|
|
—
|
%
|
|
$
|
6,859
|
|
|
100
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
7,956
|
|
|
97
|
%
|
Gritstone
|
313
|
|
|
20
|
%
|
|
—
|
|
|
—
|
%
|
|
2,400
|
|
|
56
|
%
|
|
—
|
|
|
—
|
%
|
||||
Gritstone Milestone
|
1,250
|
|
|
79
|
%
|
|
—
|
|
|
—
|
%
|
|
1,250
|
|
|
29
|
%
|
|
—
|
|
|
—
|
%
|
||||
Other milestone and royalty payments
|
24
|
|
|
1
|
%
|
|
33
|
|
|
—
|
%
|
|
617
|
|
|
15
|
%
|
|
210
|
|
|
3
|
%
|
||||
Total revenue
|
$
|
1,587
|
|
|
|
|
$
|
6,892
|
|
|
|
|
$
|
4,267
|
|
|
|
|
$
|
8,166
|
|
|
|
|
Three months ended September 30,
|
||||||||||||
|
2018
|
|
% of Total
|
|
2017
|
|
% of Total
|
||||||
Research, development, collaborations and contracts
|
$
|
16,566
|
|
|
49
|
%
|
|
$
|
15,537
|
|
|
79
|
%
|
General and administrative
|
2,631
|
|
|
8
|
%
|
|
3,659
|
|
|
18
|
%
|
||
Depreciation
|
497
|
|
|
1
|
%
|
|
593
|
|
|
3
|
%
|
||
Site consolidation
|
(492
|
)
|
|
(1
|
)%
|
|
—
|
|
|
—
|
%
|
||
Impairment of intangible assets
|
14,811
|
|
|
43
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
Total operating expenses
|
$
|
34,013
|
|
|
|
|
$
|
19,789
|
|
|
|
|
Nine months ended September 30,
|
||||||||||||
|
2018
|
|
% of Total
|
|
2017
|
|
% of Total
|
||||||
Research, development, collaborations and contracts
|
$
|
46,871
|
|
|
61
|
%
|
|
$
|
44,854
|
|
|
76
|
%
|
General and administrative
|
10,075
|
|
|
13
|
%
|
|
12,586
|
|
|
22
|
%
|
||
Depreciation
|
1,677
|
|
|
2
|
%
|
|
1,407
|
|
|
2
|
%
|
||
Site consolidation
|
3,710
|
|
|
5
|
%
|
|
—
|
|
|
—
|
%
|
||
Impairment of intangible assets
|
14,811
|
|
|
19
|
%
|
|
—
|
|
|
—
|
|
||
Total operating expenses
|
$
|
77,144
|
|
|
|
|
$
|
58,847
|
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
2018
|
|
2017
|
||||||||
Interest income
|
$
|
756
|
|
|
$
|
337
|
|
$
|
2,319
|
|
|
$
|
1,095
|
|
Interest expense
|
—
|
|
|
(76
|
)
|
(104
|
)
|
|
(186
|
)
|
||||
Foreign exchange gains (losses)
|
145
|
|
|
1,233
|
|
(740
|
)
|
|
2,458
|
|
||||
Gain on investment
|
—
|
|
|
—
|
|
24,884
|
|
|
—
|
|
||||
(Increase) in fair value of warrant liability
|
—
|
|
|
—
|
|
—
|
|
|
(22
|
)
|
||||
Equity investment income (loss)
|
(2,838
|
)
|
|
—
|
|
(2,838
|
)
|
|
—
|
|
||||
Decrease (increase) in fair value of contingent consideration
|
5,608
|
|
|
(197
|
)
|
6,263
|
|
|
(1,146
|
)
|
||||
Total other income (losses)
|
$
|
3,671
|
|
|
$
|
1,297
|
|
$
|
29,784
|
|
|
$
|
2,199
|
|
|
Three Months Ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income loss for the period
|
$
|
(24,473
|
)
|
|
$
|
(11,600
|
)
|
|
$
|
(38,811
|
)
|
|
$
|
(48,482
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
9,927
|
|
|
3,441
|
|
|
(9,493
|
)
|
|
13,582
|
|
||||
Changes in operating assets and liabilities
|
1,342
|
|
|
(7,521
|
)
|
|
(2,487
|
)
|
|
(3,398
|
)
|
||||
Net cash used in operating activities
|
(13,204
|
)
|
|
(15,680
|
)
|
|
(50,791
|
)
|
|
(38,298
|
)
|
||||
Net cash provided by (used in) investing activities
|
24,378
|
|
|
5,305
|
|
|
(48,911
|
)
|
|
27,116
|
|
||||
Net cash provided by financing activities
|
435
|
|
|
61
|
|
|
55,537
|
|
|
419
|
|
||||
Effect of foreign exchange rate changes on cash & cash equivalents
|
131
|
|
|
1,327
|
|
|
(795
|
)
|
|
2,575
|
|
||||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
11,740
|
|
|
(8,987
|
)
|
|
(44,960
|
)
|
|
(8,188
|
)
|
||||
Cash, cash equivalents, and restricted cash, beginning of period
|
10,193
|
|
|
24,212
|
|
|
66,893
|
|
|
23,413
|
|
||||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
21,933
|
|
|
$
|
15,225
|
|
|
$
|
21,933
|
|
|
15,225
|
|
•
|
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;
|
•
|
our decisions to in-license or acquire additional products 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;
|
•
|
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; and
|
•
|
costs associated with our site consolidation plans.
|
Number
|
Description
|
|
|
3.1
|
|
|
|
10.1*
|
|
|
|
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, 2018, 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/ Mark Murray
|
|
|
Mark Murray
|
|
|
President and Chief Executive Officer
|
1.
|
The existing Articles of the Company be amended by deleting Part 28 thereof in its entirety and replacing it with the amended text of Part 28 substantially in the form attached as Exhibit B to the Company’s Management Proxy Statement/Circular dated December 6, 2017 pursuant to which: (i) Roivant Sciences Ltd. (“Roivant”) would have the right until October 16, 2021, subject to certain conditions, to nominate up to three members of the Board (at least one of whom must be "independent" within the meaning of the Articles, if Roivant has three nominees), and (ii) for so long as Roivant has such nomination rights, the total number of directors of the Company would not, without the prior written consent of Roivant, be permitted to exceed seven directors, the majority of whom would be required to be "independent", and such resolution is hereby confirmed, approved and adopted in all respects.
|
2.
|
Pursuant to Section 259 of the
Business Corporations Act
(British Columbia), the foregoing resolution altering the Articles of the Company will not be effective until the resolution has been received for deposit at the Company’s records office.
|
3.
|
Any officer or director of the Company is hereby authorized, acting for, in the name of and on behalf of the Company, to execute, under the seal of the Company or otherwise, and to deliver or cause to be delivered, all such documents, agreements and instruments, and to do or cause to be done all such other acts and things, as such officer or director determines to be necessary or desirable in order to carry out the intent of the foregoing paragraph of this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.
|
4.
|
Notwithstanding that the foregoing resolution has been duly passed by the shareholders, the directors of the Company be and are hereby authorized and empowered, without further notice to, or approval of, the shareholders, to (a) decide on the timing of the implementation of all or any part of the amendment to Part 28 of the Articles, or (b) decide not to proceed with the foregoing amendment to Part 28 of the Articles of the Company and revoke the whole or part of these resolutions before they are acted on.”
|
1.
|
In this Part, the following terms shall have the meanings assigned to them below:
|
(a)
|
“
Company Shares
” means the common shares in the capital of the Company as constituted on the date hereof;
|
(b)
|
“
Independence Standards
” means means the standards set forth in NASDAQ Marketplace Rule 5605(a)(2) or any successor rule thereto, but not including the requirements for audit committee members set forth in NASDAQ Marketplace Rule 5605(c);
|
(c)
|
“
Partially Diluted Basis
” means the sum of (i) the total number of Company Shares beneficially owned by RS and (ii) the total number of Company Shares into which the Series A Preferred Shares beneficially owned by RS would be converted, assuming all Preferred Shares held by RS on any applicable date were converted into Company Shares as of the Mandatory Conversion Date, and outstanding Company Shares shall be determined based on the sum of (x) the number of outstanding Company Shares as of the date of determination and (y) the number of Company Shares that would be issued on conversion of the Series A Preferred Shares, assuming all Preferred Shares held by RS on any applicable date were converted into Company Shares as of the Mandatory Conversion Date.
|
(d)
|
“
Record Date Notice
” means the date of the letter filed on SEDAR by the Company’s registrar and transfer agent giving notice of the record date for determination of the shareholders entitled to notice of and to vote at any Shareholder Meeting; and
|
(e)
|
“
Shareholder Meeting
” means an annual general meeting of shareholders or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company.
|
2.
|
For so long as Roivant Sciences Ltd. (the "
Nominating Shareholder" or “RS
”) has “beneficial ownership” (as defined pursuant Rule 13d-3 under the United States, Securities Exchange Act of 1934, as amended) (“
Beneficial Ownership
”) or exercises control or direction over not less than:
|
(a)
|
thirty- percent (30%) of the issued and outstanding Company Shares calculated on a Partially Diluted Basis as at the Record Date Notice, RS has the right to nominate three (3) individuals for election to the board of directors of the Company at each Shareholder Meeting, one (1) of whom must satisfy the Independence Standards; and
|
(b)
|
twenty- percent (20%) of the issued and outstanding Company Shares calculated on a Partially Diluted Basis as at the Record Date Notice, RS has the right to nominate two (2) individuals for election to the board of directors of the Company at each Shareholder Meeting; and
|
(c)
|
ten percent (10%) of the issued and outstanding Company Shares calculated on a Partially Diluted Basis as at the Record Date Notice, RS has the right to nominate one (1) individual for election to the board of directors of the Company at each Shareholder Meeting,
|
3.
|
Upon the Nominating Shareholder having Beneficial Ownership or exercising control or direction over less than ten percent (10%) of the outstanding Company Shares calculated on a Partially Diluted Basis as at the Record Date Notice, the nomination rights provided under Section 2 will be of no further force and effect.
|
4.
|
For so long as the Nominating Shareholder has a right to nominate one or more directors under Section 2 of this Part 28, the number of directors of the Company shall not exceed seven (7) directors, at least a majority of whom must satisfy the Independence Standards, without the prior written consent of the Nominating Shareholder.
|
5.
|
For so long as the Nominating Shareholder has a right to nominate one or more directors under Section 1 of this Part 28:
|
(a)
|
No earlier than ninety (90) days and no later than sixty (60) days prior to the date of each Shareholder Meeting, the Company shall notify RS in writing of the date of the Shareholder Meeting (the “
Company Notice
”). The Company Notice shall specify the total number of Company Shares issued and outstanding calculated on a Partially Diluted Basis as at the Record Date Notice.
|
(b)
|
RS shall have the right and option, exercisable within fifteen (15) days from receipt of the Company Notice (the “
Nomination Right Notice Period
”) by written notice to the Company (the “
Nomination Notice
”) to exercise the Nomination Right. If RS wishes to exercise the Nomination Right, RS must specify in the Nomination Notice (i) the number of Company Shares beneficially owned by the Nominating Shareholder as at the date of the Nomination Notice, (ii) the name of the individual(s) RS wishes to nominate for election to the board of directors of the Company, and (iii) confirm that the nominee(s) are eligible to act as director(s) under the Act or, if the Company is otherwise governed by another statue or regime, that the nominee(s) are eligible to act as a director under such statute or regime. As soon as reasonably possible after the request by the Company, duly completed forms and any other information in respect of the RS Nominated Directors, as required by the relevant stock exchange, shall be provided by the RS Nominated Directors.
|
(c)
|
If RS fails to deliver a Nomination Notice in response to a Company Notice within the Nomination Right Notice Period, then the Company will not be required to nominate individuals identified by RS for election to the board of directors of the Company at the Shareholder Meeting with respect to which RS failed to deliver the Nomination Notice, and RS shall have the right to nominate person(s) for election to the board of directors of the Company at the next Shareholder Meeting in accordance with this Part 28.
|
(d)
|
If RS delivers a Nomination Notice in response to a Company Notice within the Nomination Right Notice Period then, subject only to the nominee(s) identified in the Nomination Notice being eligible to act as director(s) of the Company, the Company shall (i) nominate the RS nominee(s) to stand for election to the board of directors of the Company at the Shareholder Meeting, and (ii) solicit proxies from the holders of Company Shares in respect thereof which will be satisfied by delivery of a form of proxy to the holders of Company Shares following standard procedures consistent with past practice. For greater certainty, the Company (x) shall not be required to retain a third party solicitation agent, and (y) shall include the name of the RS nominee(s) to stand for election to the board of directors of the Company in the proxy to be delivered to each holder of Company Shares in respect of the Shareholder Meeting. The Nominating Shareholder shall also provide to the Company such other information regarding the RS nominee(s) as may be reasonably requested by the Company so as to comply with applicable proxy disclosure requirements under applicable securities laws, together with such other information, including a biography of the RS Nominated Directors, that is consistent with the information the Company intends to publish about management nominees as directors of the Company in the information circular to be prepared by the Company in connection with the election of directors at a Shareholder Meeting.
|
6.
|
a director prior to the expiration of his or her term as a director, such vacancy on the board of directors shall be filled by the remaining directors with the nominee identified by RS promptly. The Company shall use all commercially reasonable steps, promptly upon receipt by it of a written notice from RS to fill such vacancy, as are necessary to call (no later than five (5) days following notice of such identified nominee by RS) a meeting of the board of directors to vote on the appointment of such Shareholder Designee to fill such vacancy (or to obtain a vote of the directors by way of unanimous written resolution) and take all such other steps as are required by the Act with respect to such appointment.
|
7.
|
This Part 28 shall remain in effect until the date that is the earlier of (i) forty-eight (48) months following the first issuance of Series A Preferred Shares and (ii) the date RS no longer has a right to nominate one or more directors under Section 1 of this Part 28.
|
8.
|
In the event of an inconsistency between a provision of this Part 28 and any other provision of these Articles, the provision of this Part 28 shall prevail.
|
A.
|
WHEREAS, the Company desires to employ the Executive as Chief Development Officer in accordance with the provisions of this Agreement; and
|
B.
|
WHEREAS, Executive desires to serve the Company and accept employment under the terms and conditions stated in this Agreement; and
|
C.
|
WHEREAS, the Parties have freely negotiated the terms and conditions of this Agreement and have reached agreement on them.
|
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/ Mark Murray
|
|
Name: Mark Murray
|
|
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/ Mark Murray
|
|
Name: Mark Murray
|
|
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
|
|
|