Share capital | Share capital (a) Financing On March 25, 2015, the Company announced that it had completed an underwritten public offering of 7,500,000 common shares, at a price of $20.25 per share, representing gross proceeds of $151,875,000 . The Company also granted the underwriters a 30 -day option to purchase an additional 1,125,000 shares for an additional $22,781,000 to cover any over-allotments. The underwriters did not exercise the option. The cost of financing, including commissions and professional fees, was $9,700,000 , resulting in net proceeds of $142,177,000 . (b) Authorized share capital The Company’s authorized share capital consists of an unlimited number of common and 1,164,000 preferred shares without par value. (c) Series A participating convertible preferred shares ("Preferred Shares") On October 2, 2017, the Company announced that it entered into a subscription agreement with Roivant for the sale of Preferred Shares to Roivant for gross proceeds of $116,400,000 . The Preferred Shares are non-voting and are convertible into common shares at a conversion price of $7.13 per share (which represents a 15% premium to the closing price of $6.20 per share). The purchase price for the Preferred Shares plus an amount equal to 8.75% per annum, compounded annually, will be subject to mandatory conversion into common shares on October 18, 2021 (subject to limited exceptions in the event of certain fundamental corporate transactions relating to Arbutus’ capital structure or assets, which would permit earlier conversion at Roivant’s option). After conversion of the Preferred Shares into common shares, based on the number of common shares outstanding on October 2, 2017, Roivant would hold 49.90% of the Company's common shares. Roivant has agreed to a four year lock-up period for this investment and its existing holdings in Arbutus. Roivant has also agreed to a four year standstill whereby Roivant will not acquire greater than 49.99% of the Company's common shares or securities convertible into common shares. The initial investment of $50,000,000 closed on October 16, 2017, and the remaining amount of $66,400,000 closed on January 12, 2018 following regulatory and shareholder approvals, as applicable, under Canadian securities law. The Company records the Preferred Shares wholly as equity under ASC 480, with no bifurcation of conversion feature from the host contract, given that the Preferred Shares cannot be cash settled and the redemption features are within the Company's control, which include a fixed conversion ratio with predetermined timing and proceeds. The Company accrues for the 8.75% per annum compounding coupon at each reporting period end date as an increase to share capital, and an increase to deficit (see statement of stockholder's equity). (d) Warrants to purchase common shares During the year ended December 31, 2017 , there were 179,000 warrants exercised for $353,000 in cash ( December 31, 2016 – 170,500 warrants for $445,000 ) and no warrants were exercised using the cashless exercise provision ( December 31, 2016 – 0 warrants for 0 common shares). In March 2017, the remaining balance of 22,000 of the Company's warrants expired. The decrease in fair value from the previous balance sheet date relating to the expired warrants has been included in the total decrease in fair value of warrant liability in the Company's statement of comprehensive loss for the year ended December 31, 2017. The following table summarizes the Company’s warrant activity for the years ended December 31, 2017 and 2016 : Common shares purchasable upon exercise of warrants Weighted average exercise price Range of exercise prices Weighted average remaining contractual life (years) Aggregate intrinsic value Balance, December 31, 2015 379,500 $ 2.13 $2.03 — $ 2.62 0.8 $ 879 Exercised (170,500 ) 2.53 2.53 — 2.53 Expired (8,000 ) 2.53 2.53 — 2.53 Balance, December 31, 2016 201,000 $ 1.94 $ 1.94 — $ 1.94 0.2 $ 104 Exercised (179,000 ) 2.00 $ 2.00 — $ 2.00 Expired (22,000 ) 2.00 $ 2.00 — $ 2.00 Balance, December 31, 2017 — — — — — — $ — The aggregate intrinsic value in the table above is calculated based on the difference between the exercise price of the warrants and the quoted price of the Company’s common stock as of the reporting date. (e) Stock-based compensation The Company has seven share-based compensation plans; the “2007 Plan”, the “2011 Plan”, the "2016 Plan", two “Designated Plans” (together, the “Arbutus Plans”), the “Protiva Option Plan”, and the "OnCore Option Plan". On June 22, 2011, the shareholders of the Company approved an omnibus stock-based compensation plan (the “2011 Plan”). The Company’s pre-existing 2007 Plan was limited to the granting of stock options as equity incentive awards whereas the 2011 Plan also allows for the issuance of tandem stock appreciation rights, restricted stock units and deferred stock units (collectively, and including options, referred to as “Awards”). The 2011 Plan replaced the 2007 Plan. The 2007 Plan continued to govern the options granted thereunder. No further options were granted under the Company’s 2007 Plan. Under the Company’s 2007 Plan the Board of Directors granted options to employees, directors and consultants of the Company. The exercise price of the options was determined by the Company’s Board of Directors but was always at least equal to the closing market price of the common shares on the day preceding the date of grant and the term of options granted did not exceed 10 years. The options granted generally vested over three years for employees and immediately for directors. Under the Company’s 2011 Plan the Board of Directors may grant options, and other types of Awards, to employees, directors and consultants of the Company. The exercise price of the options is determined by the Company’s Board of Directors but will be at least equal to the closing market price of the common shares on the day preceding the date of grant and the term may not exceed 10 years. Options granted generally vest over three years for employees and immediately for directors. At the Company’s annual general and special meeting of shareholders on May 8, 2014 and July 9, 2015, the shareholders of the Company approved respectively, a 800,000 and a 3,500,000 increase in the number of stock-based compensation awards that the Company is permitted to issue under the 2011 Plan. At the Company’s annual general and special meeting of shareholders on May 19, 2016, the shareholders of the Company approved the adoption of the Company's 2016 Omnibus Share and Incentive Plan (the "2016 Plan") and the reserve of 5,000,000 shares of the Company issuable pursuant to awards under the 2016 Plan. These include both equity-classified and liability-classified stock options. The Company's 2011 Omnibus Share Compensation Plan, as amended, also remains in effect. Additionally, the Company granted a total of 200,000 options in 2013 to two executive officers in conjunction with their new appointments as executive officers. These options were granted in accordance with the policies of the Toronto Stock Exchange and pursuant to newly designated share compensation plans (the “Designated Plans”). During 2016, one of the two executive officers departed from the Company, and the unexercised options under his Designated Plan expired. No new options can be granted under the Designated Plans, resulting in one Designated Plan remaining at the end of 2017. The Designated Plan is governed by substantially the same terms as the 2011 Plan. Hereafter, information on options governed by the 2007 Plan, the 2011 Plan, the 2016 Plan and the Designated Plan (the "Arbutus Plans") is presented on a consolidated basis as the terms of the five plans are similar. Information on the Protiva Option Plan and the OnCore Option Plan are presented separately. Stock option activity for the Arbutus Plans Equity-classified stock option activity: Number of optioned common shares Weighted average exercise price Aggregate intrinsic value Balance, December 31, 2014 1,530,138 6.29 15,004 Options granted 1,309,625 16.57 Options exercised (398,293 ) 3.93 5,386 Options forfeited, canceled or expired (151,207 ) 15.09 Balance, December 31, 2015 2,290,263 11.22 994 Options reclassified to liability 1 (718,333 ) 5.23 604 Options granted 1,789,599 3.89 Options exercised (56,125 ) 2.18 121 Options forfeited, canceled or expired (394,200 ) 10.18 Balance, December 31, 2016 2,911,204 $ 8.53 $ 56 Options granted 2,026,500 $ 3.20 Options exercised (11,105 ) $ 3.45 $ 13 Options forfeited, canceled or expired (208,272 ) $ 11.41 Balance, December 31, 2017 4,718,327 $ 6.06 $ 5,842 1. Due to the change in the Company's functional currency as of January 1, 2016, certain stock option awards with exercise prices denominated in Canadian dollars changed from equity classification to liability classification - see note 2. Options under the Arbutus Plans expire at various dates from March 31, 2018 to November 7, 2027. The following table summarizes information pertaining to stock options outstanding at December 31, 2017 under the Arbutus Plans: Options outstanding December 31, 2017 Options exercisable December 31, 2017 Range of Exercise prices (US$) Number of options outstanding Weighted average remaining contractual life (years) Weighted average exercise price (US$) Number of options exercisable Weighted average exercise price (US$) $1.19 to $3.11 114,887 5.5 2.33 83,887 2.10 $3.12 to $3.22 1,807,000 9.2 3.15 — N/A $3.23 to $3.92 368,763 8.8 3.58 186,096 3.57 $3.93 to $3.95 1,313,682 8.2 3.94 432,365 3.94 $3.96 to $14.32 479,537 7.0 10.48 382,701 9.97 $14.33 to $16.16 5,500 6.6 14.74 5,500 14.74 $16.17 to $17.57 628,958 7.2 17.57 429,582 17.57 $1.19 to $17.57 4,718,327 8.3 $ 6.06 1,520,131 $ 9.20 At December 31, 2017 , there were 1,520,131 options exercisable ( December 31, 2016 - 699,241 ; December 31, 2015 – 938,730 ). The weighted average remaining contractual life of exercisable options as at December 31, 2017 was 7.4 years. The aggregate intrinsic value of in-the-money options exercisable at December 31, 2017 was $1,098,000 . A summary of the Company’s non-vested stock option activity and related information for the year ended December 31, 2017 is as follows: Number of optioned common shares Weighted average fair value Non-vested at December 31, 2016 2,211,963 $ 5.34 Options granted 2,026,500 2.15 Options vested (972,723 ) 5.82 Non-vested options forfeited (67,544 ) 4.73 Non-vested at December 31, 2017 3,198,196 $ 3.23 The weighted average remaining contractual life for options expected to vest at December 31, 2017 was 8.3 years and the weighted average exercise price for these options was $6.06 per share. The aggregate intrinsic value of options expected to vest as at December 31, 2017 was $5,842,000 ( December 31, 2016 - $0 ; December 31, 2015 - $10,000 ). The total fair value of options that vested during the year ended December 31, 2017 was $5,657,000 ( December 31, 2016 - $5,058,000 ; December 31, 2015 - $1,718,000 ). Valuation assumptions for the Arbutus Plans On March 3, 2015, the Company voluntarily de-listed from the Toronto Stock Exchange. All stock options granted after March 3, 2015 were denominated in US dollars based on the Company's stock price on the NASDAQ. The methodology and assumptions used to estimate the fair value of stock options at date of grant under the Black-Scholes option-pricing model remain unchanged. Assumptions on the dividend yield are based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Assumptions about the Company’s expected stock-price volatility are based on the historical volatility of the Company’s publicly traded stock. The risk-free interest rate used for each grant is equal to the zero coupon rate for instruments with a similar expected life. Expected life assumptions are based on the Company’s historical data. The Company recognizes forfeitures as they occur, and the effects of forfeitures are reflected in stock-based compensation expense recorded in the statement of operations and comprehensive loss for the year ended December 31, 2017. The weighted average option pricing assumptions for options granted during the year are as follows: Year ended December 31 2017 2016 2015 Dividend yield — % — % — % Expected volatility 73.05 % 77.99 % 76.88 % Risk-free interest rate 1.28 % 0.90 % 1.10 % Expected average option term 6.9 years 7.3 years 7.5 years Liability-classified stock option activity: Valuation assumptions Liability options are re-measured to their fair values at each reporting date, using the Black-Scholes valuation model. The methodology and assumptions prevailing at the re-measurement date used to estimate the fair values of liability options remain unchanged from the date of grant of equity classified stock option awards. Assumptions about the Company’s expected stock-price volatility are based on the historical volatility of the Company’s publicly traded stock. The risk-free interest rate used for each grant is equal to the zero coupon rate for instruments with a similar expected life. Expected life assumptions are based on the Company’s historical data. The weighted average Black-Scholes option-pricing assumptions and the resultant fair values as at December 31, 2016 and December 31, 2017 , are presented in the following table: December 31, December 31, 2017 2016 Dividend yield — % — % Expected volatility 70.31 % 66.18 % Risk-free interest rate 2.10 % 0.88 % Expected average term (years) 4.3 3.6 Fair value of options outstanding $ 2.75 $ 0.87 Fair value of vested liability-classified options (in thousands) $ 1,239 $ 553 Stock option activity for liability options Number of optioned common shares Weighted average exercise price Aggregate intrinsic value Balance, December 31, 2016 638,500 $ 5.48 $ 116 Options exercised (25,000 ) 2.37 103 Options forfeited, canceled, or expired (162,000 ) 6.54 — Balance, December 31, 2017 451,500 $ 5.78 $ 525 Liability options expire at various dates from March 31, 2018 to May 7, 2024. The following table summarizes information pertaining to liability options outstanding at December 31, 2017 : Options outstanding December 31, 2017 Options exercisable December 31, 2017 Range of Exercise prices (US$) Number of options outstanding Weighted average remaining contractual life (years) Weighted average exercise price Number of options exercisable Weighted average exercise price $1.35 to $1.67 65,000 2.8 $ 1.38 65,000 $ 1.38 $1.68 to $3.38 75,000 2.9 2.45 75,000 2.45 $3.39 to $4.27 75,000 3.2 3.94 75,000 3.94 $4.28 to $5.85 14,000 0.3 4.45 14,000 4.45 $5.86 to $8.61 150,000 5.8 7.25 150,000 7.25 $8.62 to $13.04 72,500 6.2 12.30 72,500 12.30 $1.35 to $13.04 451,500 4.3 $ 5.78 451,500 $ 5.78 During the year-ended December 31, 2017 , 14,750 options vested with a weighted average exercise price of $12.83 and a total fair value of $36,100 . As at December 31, 2017, all liability options were vested. Protiva Option Plan On May 30, 2008, as a condition of the acquisition of Protiva Biotherapeutics Inc., a total of 350,457 common shares of the Company were reserved for the exercise of 519,073 Protiva share options (“Protiva Options”). The Protiva Options have an exercise price of C$0.30 , were fully vested and exercisable as of May 30, 2008. As at December 31, 2017 , the outstanding options expire on March 1, 2018 and upon exercise each option will be converted into approximately 0.6752 shares of the Company (the same ratio at which Protiva common shares were exchanged for Company common shares at completion of the acquisition of Protiva). The Protiva Options are not part of the Arbutus Plans and the Company is not permitted to grant any further Protiva Options. The following table sets forth outstanding options under the Protiva Option Plan: Number of Protiva Options Equivalent number of Company common shares Weighted average exercise price (C$) Weighted average exercise price (US$) Balance, December 31, 2014 433,740 292,845 $ 0.30 0.27 Options exercised (358,675 ) (242,164 ) 0.30 0.23 Options forfeited, canceled or expired (8,065 ) (5,445 ) 0.30 0.23 Balance, December 31, 2015 67,000 45,236 0.30 0.22 Options exercised (21,000 ) (14,178 ) 0.30 0.23 Options forfeited, canceled or expired — — — N/A Balance, December 31, 2016 46,000 31,058 0.30 0.22 Options exercised (6,000 ) (4,051 ) 0.30 0.23 Options forfeited, canceled or expired — — — N/A Balance, December 31, 2017 40,000 27,007 $ 0.30 $ 0.24 The weighted average remaining contractual life of exercisable Protiva Options as at December 31, 2017 was 0.2 years. The aggregate intrinsic value of Protiva Options outstanding at December 31, 2017 was $127,000 . The intrinsic value of Protiva Options exercised in the year ended December 31, 2017 was $10,000 ( 2016 - $49,000 ; 2015 - $1,249,000 ). OnCore Option Plan As at the acquisition date in March 2015, the Company reserved 184,332 shares for the future exercise of OnCore (Arbutus Inc.) stock options. The total fair value of OnCore stock options at the date of acquisition has been determined to be $3,287,000 , using the Black-Scholes pricing model with an assumed risk-free interest rate of 0.97% , volatility of 78% , a zero dividend yield and an expected life of 8 years, which are consistent with the assumption inputs used by the Company to determine the fair value of its options. Of the total fair value, $1,127,000 has been attributed as pre-combination service and included as part of the total acquisition consideration. The post-combination attribution of $2,160,000 will be recognized as compensation expense over the vesting period of the stock options through to December 2018. Following the merger, the Company is not permitted to grant any further options under the OnCore Option Plan. The Company has included $576,000 of compensation expense related to the vesting of Arbutus Inc. stock options for the year ended December 31, 2017 . The following table sets forth outstanding options under the OnCore Option Plan: Number of OnCore Options Equivalent number of Company common shares Weighted average exercise price (US$) Balance, December 31, 2016 183,040 184,332 $ 0.57 Options exercised — — N/A Options forfeited, canceled or expired — — N/A Balance, December 31, 2017 183,040 184,332 $ 0.57 At December 31, 2017 , there were 150,913 OnCore options ( 151,978 Arbutus equivalent) exercisable with a weighted average exercise price of $0.56 . The weighted average remaining contractual life of exercisable options as at December 31, 2017 was 6.9 years. The aggregate intrinsic value of in-the-money options exercisable at December 31, 2017 was $682,000 . A summary of the OnCore Option Plan's non-vested stock option activity and related information for the year ended December 31, 2017 is as follows: Number of OnCore Options Equivalent number of Company common shares Weighted average fair value (US$) Non-vested at December 31, 2016 63,051 63,497 $ 16.80 Options vested (30,923 ) (31,143 ) 16.17 Non-vested options forfeited — — N/A Non-vested at December 31, 2017 32,128 32,354 $ 16.18 The weighted average remaining contractual life for options expected to vest at December 31, 2017 was 6.9 years and the weighted average exercise price for these options was $0.57 per share. The aggregate intrinsic value of options expected to vest as at December 31, 2017 was $144,000 . The total fair value of options that vested during the year ended December 31, 2017 was $611,000 . Stock-based compensation expense Total stock-based compensation expense is comprised of: (1) the vesting options awarded to employees under the Arbutus and OnCore option plans calculated in accordance with the fair value method as described above; and (2) the expiration of repurchase rights related to the post-combination service portion of the total fair value of shares issued to Arbutus Inc.'s employees. The total stock-based compensation has been recorded in the consolidated statement of operations and comprehensive income (loss) as follows: Year ended December 31 2017 2016 2015 Research, development, collaborations and contracts expenses $ 9,236 $ 11,155 $ 7,868 General and administrative expenses 5,881 28,004 14,225 Total $ 15,117 $ 39,159 $ 22,093 At December 31, 2017 , there remains $5,747,000 of unearned compensation expense related to unvested equity employee stock options to be recognized as expense over a weighted-average period of approximately 20 months . Awards outstanding and available for issuance Combining all of the Company’s share-based compensation plans, at December 31, 2017 , the Company has 5,381,163 options outstanding and a further 5,084,189 Awards available for issuance. (f) Replacement awards Included in the total consideration transferred for the acquisition of Arbutus Inc. in March 2015 are common shares issued as replacement awards, which are subject to repurchase provisions. The total fair value of these common shares attributed to the post acquisition period was approximately $56,934,000 and is being recognized as compensation expense over the expiry period of repurchase provision rights subsequent to the acquisition date. For the year-ended December 31, 2017, all remaining repurchase provision rights expired and the Company recorded compensation expense $7,972,000 (2016 - $ 31,986,000 ; 2015 - $16,687,000 ) in stock-based compensation. |