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Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 17, 2021



(Exact name of registrant as specified in its charter)


Delaware   001-38942   32-0595345
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


10628 Science Center Drive, Suite 250

San Diego, California 92121

(Address of principal executive offices)


Registrant’s telephone number, including area code: (858) 900-2660


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class  



  Name of each exchange
on which registered
Common stock, par value $0.001 per share   ARCT   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 3.02. Unregistered Sales of Equity Securities


On February 17, 2021, Arcturus Therapeutics, Inc., a wholly-owned subsidiary of Arcturus Therapeutics Holdings Inc. (the “Company”), entered into an exclusive license agreement with Alexion Pharmaceuticals, Inc. (“Alexion”) pursuant to which Alexion granted to Arcturus Therapeutics, Inc. an exclusive, worldwide license to exploit certain specified Alexion patent applications. In accordance with the terms of the license agreement, and in exchange for the license, the Company issued 74,713 shares of its common stock (the “Shares”) to Alexion on February 19, 2021, which number of Shares was based on a price of $66.92 per share. The price was determined based on the volume weighted average closing price of the Company’s common stock on The NASDAQ Global Market for the thirty trading days ending on February 17, 2021.


The issuance and sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Shares have been sold and issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.


After the issuance of the Shares to Alexion, the Company had 26,280,275 shares of common stock issued and outstanding on February 19, 2021.


Item 8.01. Other Information.


On February 22, 2021, the Company issued a press release announcing the entry into the license agreement with Alexion. A copy of the press release is attached as Exhibit 99.1 hereto.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.




99.1   Press Release, dated February 22, 2021







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Arcturus Therapeutics Holdings Inc.
Date: February 22, 2021  

/s/ Joseph E. Payne

  Name:   Joseph E. Payne
  Title:   Chief Executive Officer