SECURITIES AND EXCHANGE COMMISSION
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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.|
|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|
|Name:||Joseph E. Payne|
|Title:||Chief Executive Officer|