What changed in this filing

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Item 5. Other Information

2021-05-10 compared with 2020-11-09 · 48 added, 54 removed, 79 unchanged (56% of the section changed)

Other Information.

On November 7, 2020, we entered into a Manufacturing Support Agreement (the “Support Agreement”) with the Economic Development Board of the Republic of Singapore (the “EDB”).

Pursuant to the Support Agreement, the EDB has agreed to make a term loan of up to $45.0 million (the “Singapore Loan”) to us, subject to the entry into an agreed upon security agreement (described below) and satisfaction of other customary deliveries, to support the development of the LUNAR-COV19 vaccine candidate.

Outstanding balances on the Singapore Loan will earn interest, compounding annually, and we may prepay all or part of the Singapore Loan without penalty upon advance notice.

Subject to certain exceptions, the Singapore Loan is intended to be a limited recourse loan that is intended to be repaid solely through a royalty payment on sales of the LUNAR-COV19 vaccine candidate, with a portion of the proceeds on all such vaccine sales being applied on a quarterly basis to prepay outstanding principal and interest under the Singapore Loan.

However, all unpaid principal and interest under the Singapore Loan will be due and payable five years after draw date, if net sales of the LUNAR-COV19 vaccine exceed a certain minimum threshold during this five year period or we obtain clearance to sell the vaccine in specified jurisdictions.

Unpaid principal and interest under the Singapore Loan will also become due and payable upon an event of default under the Support Agreement.

If, any portion of the Singapore Loan is required to be forgiven pursuant to the terms of the Support Agreement, the EDB has the right to take ownership of certain raw materials and equipment that were purchased by us with proceeds of the Singapore Loan (the “Specified Assets”) and we are required to enter into a security agreement (the “Security Agreement”) for the benefit of the EDB before the Singapore Loan is drawn to provide that repayment of the Singapore Loan and related obligations are secured by a lien on the Specified Assets.

In connection with the entry into the Support Agreement, we entered into a consent agreement with Western Alliance Bank which provides Western Alliance Bank’s consent to enter into the Singapore Loan and its commitment to amend the Loan and Security Agreement, dated as of October 12, 2018, between Western Alliance Bank and us, concurrently with the entry into the Security Agreement to exclude the Specified Assets from Western Alliance Bank’s lien on certain assets of ours.

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is filed as an exhibit to this Quarterly Report on Form 10-Q.

Certificate of Incorporation of Arcturus Therapeutics Holdings Inc.

Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3, filed with the SEC on May 8, 2020 (File No.

Exhibit Index

Exhibit Number

Underwriting Agreement, dated December 7, 2020, by and among Arcturus Therapeutics Holdings Inc., Piper Sandler & Co., Guggenheim Securities, LLC and Wells Fargo Securities, LLC.

Incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K filed on December 8, 2020 (File No.

Certificate of Incorporation.

Incorporated by reference to Annex B to the proxy statement/prospectus which forms part of the Registration Statement on Form S-4 filed on March 18, 2019 (File No.

Certificate of Amendment, dated November 25, 2020.

Incorporated by reference to Exhibit 3.1 to Form 8-K filed on November 25, 2020 (File No.

Bylaws of Arcturus Therapeutics Holdings Inc.

Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-3, filed with the SEC on May 8, 2020 (File No.

Agreement and Plan of Merger and Reorganization, by and between Alcobra Ltd., Aleph MergerSub, Inc.

and Arcturus Therapeutics, Inc., dated as of September 27, 2017.

Incorporated by reference to Exhibit 99.2 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on September 28, 2017 (File No.

2020 Employee Stock Purchase Plan.

Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed with the SEC on August 5, 2020 (File No.

Amended and Restated 2019 Omnibus Equity Incentive Plan.

Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed with the SEC on August 5, 2020 (File No.

Description of Registrant’s Securities.

Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 1, 2020 (File No.

Form of Indemnification Agreement.

Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 16, 2020 (File No.

Underwriting Agreement, dated July 28, 2020, by and among Arcturus Therapeutics Holdings Inc., Citigroup Global Markets Inc., Guggenheim Securities, LLC, and Barclays Capital Inc.

Incorporated by reference to Exhibit 1.1 to Form 8-K filed on July 29, 2020 (File No.

Amended and Restated 2019 Omnibus Equity Incentive Plan.

Incorporated by reference Exhibit 4.3 to the Registration Statement on Form S-8 filed on August 5, 2020 (File No.

Arcturus Therapeutics Ltd.

43 unchanged sentences

and Marina Biotech, Inc., dated as of August 9, 2013.

Incorporated by reference to Exhibit 4.15 to Form 20-F filed with the SEC on May 14, 2018 (File No.

Incorporated by reference to Exhibit 4.15 to Form 20-F filed on May 14, 2018 (File No.

Share Exchange Agreement, dated as of February 11, 2019, by and between Arcturus Therapeutics Ltd.

and Arcturus Therapeutics Holdings Inc.

Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 18, 2019.

Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 18, 2019 (File No.

Amended and Restated Joint Venture, Research Collaboration and License Agreement, dated as of July 14, 2018 by and between Arcturus Therapeutics, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.14 to the Company’s Amendment No.

1 to Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on April 10, 2019.

1 to Annual Report on Form 10-K for the year ended December 31, 2018 filed on April 10, 2019 (File No.

Research Collaboration Agreement, dated as of March 8, 2019 by and between Arcturus Therapeutics, Inc.

and Millennium Pharmaceuticals, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited.

Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 18, 2019.

Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 18, 2019 (File No.

Lease Agreement, by and between Arcturus Therapeutics, Inc.

2 unchanged sentences

Incorporated by reference to Exhibit 4.6 to Form 20-F filed on May 14, 2018 (File No.

Lease Agreement, by and between Arcturus Therapeutics Holdings Inc.

First Amendment to Lease Agreement, by and between Arcturus Therapeutics Holdings Inc.

and ARE-SD Region No.

1 unchanged sentence

Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 16, 2020 (File No.

Acceptance Letter, dated March 4, 2020, between Arcturus Therapeutics Holdings, Inc.

Acceptance Letter, dated March 4, 2020, by and between Arcturus Therapeutics Holdings Inc.

and the Economic Development Board of Singapore.

Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 16, 2020 (File No.

Sales Agreement, dated as of March 27, 2020, between the Company and Stifel, Nicolaus & Company, Incorporated.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 27, 2020 (File No.

Underwriting Agreement dated April 16, 2020, by and between Arcturus Therapeutics Holdings Inc.

and Guggenheim Securities, LLC.

Incorporated by reference to Exhibit 1.1 to Form 8-K filed on April 17, 2020 (File No.

Employment Agreement, dated as of June 13, 2019, between the Company and Joseph Payne.

Incorporated by reference to Exhibit 10.1 to Form 8-K12B filed on June 14, 2019 (File No.

Employment Agreement, dated as of June 13, 2019, between the Company and Andy Sassine.

Incorporated by reference to Exhibit 10.2 to Form 8-K12B filed on June 14, 2019 (File No.

Employment Agreement, dated as of June 13, 2019, between the Company and Dr.

Padmanabh Chivukula.

Incorporated by reference to Exhibit 10.3 to Form 8-K12B filed on June 14, 2019 (File No.

Registration Rights Agreement, dated as of June 18, 2019, between the Company and Ultragenyx Pharmaceutical Inc.

Incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 20, 2019 (File No.

Equity Purchase Agreement, dated as of June 18, 2019, between the Company and Ultragenyx Pharmaceutical Inc.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 20, 2019 (File No.

Supply Agreement, dated August 17, 2020, between Arcturus Therapeutics, Inc.

Supply Agreement, dated August 17, 2020, by and between Arcturus Therapeutics, Inc.

and the Israeli Ministry of Health.

Manufacturing Support Agreement, dated November 7, 2020, between Arcturus Therapeutics Holdings, Inc.

Incorporated by reference to Exhibit 10.32 to Quarterly Report on Form 10-Q filed on November 9, 2020 (File No.

Manufacturing Support Agreement, dated November 7, 2020, by and between Arcturus Therapeutics Holdings Inc.

and the Economic Development Board of Singapore.

Incorporated by reference to Exhibit 10.33 to Quarterly Report on Form 10-Q filed on November 9, 2020 (File No.

Fourth Amendment to Loan and Security Agreement, dated December 1, 2020, by and between Arcturus Therapeutics, Inc.

and Western Alliance Bank.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 7, 2020 (File No.

2020 Employee Stock Purchase Plan.

Incorporated by reference to Exhibit 4.3 to Form S-8 filed on August 5, 2020 (File No.

Second Amendment to Lease, by and between Arcturus Therapeutics, Inc.

and ARE-SD Region No.

44, LLC, dated November 13, 2020.

Incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 1, 2020 (File No.

Third Amendment to Lease, by and between Arcturus Therapeutics, Inc.

and ARE-SD Region No.

44, LLC, dated February 25, 2021.

Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 1, 2020 (File No.

Arcturus Therapeutics Holdings Inc.

Severance Policy for Executives.

Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 26, 2021 (File No.

Certification by Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document

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101.DEF XBRL Taxonomy Extension Definition Linkbase Document

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The following financial statements and footnotes from the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 formatted in Inline Extensible Business Reporting Language (Inline XBRL):

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Certain confidential portions of this exhibit have been redacted from the publicly filed document because such portions are (i) not material and (ii) would be competitively harmful if publicly disclosed.

Management compensatory plan, contract or arrangement.

1 unchanged sentence

ARCTURUS THERAPEUTICS HOLDINGS INC.

November 9, 2020

/s/ Andrew Sassine

Andrew Sassine

/s/ Andy Sassine

Chief Financial Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information