ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (March 27, 2020)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report March 27, 2020, filed under Item 1.01. It states that on March 27, 2020 the company entered into a Sales Agreement with Stifel, Nicolaus & Company, Incorporated, as agent, under which the company may offer and sell common stock with an aggregate offering price of up to $40,000,000. The company agreed to pay Stifel a commission equal to 3.0% of the gross proceeds and is not obligated to sell any shares. The agreement may be terminated at any time by either party upon ten days' prior notice. The company intends to use net proceeds, if any, to develop RNA medicines and for general corporate and working capital purposes. Exhibit 5.1 is an opinion of Dentons US LLP.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event
reported): March 27, 2020

ARCTURUS
THERAPEUTICS HOLDINGS INC.

(Exact name of registrant as specified
in its charter)

Delaware | 001-38942 | 32-0595345
(State or other jurisdiction of incorporation) | (Commission 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 | Trading Symbol(s) | 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 1.01. Entry into a Material Definitive Agreement.

On March 27, 2020, Arcturus Therapeutics
Holdings Inc. (the “ Company ”) entered into a Sales Agreement (the “Agreement”) with Stifel, Nicolaus
& Company, Incorporated, as agent (“Stifel”). Under the Agreement, the Company may offer and sell its common stock,
par value $0.001 per share, from time to time having an aggregate offering price of up to $40,000,000 (the “Shares”)
during the term of the Agreement through Stifel, acting as agent. The Company has filed a prospectus supplement relating to the
offer and sale of the Shares pursuant to the Agreement. The Shares will be issued pursuant to the Company’s previously filed
and effective Registration Statement on Form S-3 (File No. 333-232281), which was initially filed with the Securities and Exchange
Commission (the “SEC”) on June 21, 2019, amended on June 26, 2019 and declared effective on July 29, 2019. The Company
intends to use the net proceeds from the offering, if any, to develop RNA medicines and for general corporate and working capital
purposes.

The Company is not obligated to sell any
Shares pursuant to the Agreement. Subject to the terms and conditions of the Agreement, Stifel will use commercially reasonable
efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and
the rules of the Nasdaq Global Market (“Nasdaq”), to sell Shares from time to time based upon the Company’s instructions,
including any price, time or size limits or other customary parameters or conditions the Company may impose.

Under the Agreement, Stifel may sell Shares
by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act
of 1933, as amended, and the rules and regulations thereunder, including, without limitation, sales made directly on or through
Nasdaq, on or through any other existing trading market for the Shares or to or through a market maker. If expressly authorized
by the Company, Stifel may also sell Shares by any other method permitted by law, including but not limited to privately negotiated
transactions.

The Agreement will terminate upon the earlier
of (i) the issuance and sale of all of the Shares through Stifel on the terms and subject to the conditions set forth in the Agreement
or (ii) termination of the Agreement as otherwise permitted thereby. The Agreement may be terminated at any time by either party
upon ten days’ prior notice, or by Stifel at any time in certain circumstances, including the occurrence of a material adverse
effect on the Company.

The Company has agreed to pay Stifel a commission
equal to 3.0% of the gross proceeds from the sales of Shares pursuant to the Agreement and has agreed to provide Stifel with customary
indemnification and contribution rights.

The foregoing summary of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is
filed as Exhibit 10.1 hereto and incorporated herein by reference. The Agreement contains representations and warranties that the
parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Agreement and
in the context of the specific relationship between the parties. The provisions of the Agreement, including the representations
and warranties contained therein, are not for the benefit of any party other than the parties to the Agreement and are not intended
as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather,
investors and the public should look to other disclosures contained in the Company’s filings with the SEC.

The opinion of the Company’s counsel
regarding the validity of the Shares that may be issued pursuant to the Agreement is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

Exhibit | Description
5.1 | Opinion of Dentons US LLP
10.1* | Sales Agreement, dated as of March 27, 2020, between the Company and Stifel, Nicolaus & Company, Incorporated

SIGNATURES

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: March 27, 2020
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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