ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (Dec. 7, 2020)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report December 7, 2020, filed under Items 1.01, 7.01 and 9.01. It states that on December 7, 2020 the company entered into an underwriting agreement with Piper Sandler & Co., Guggenheim Securities, LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, for 1,365,000 shares of common stock at a public offering price of $110.00 per share. The underwriters have a 30-day option to buy up to an additional 204,750 shares. Net proceeds, excluding any exercise of the option, are expected to be approximately $140.5 million. Exhibit 5.1 is an opinion of Dentons US LLP and Exhibit 99.2 is a presentation. The signature block shows /s/ Joseph E. Payne, dated December 8, 2020.

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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): December 7, 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 December 7, 2020, Arcturus Therapeutics Holdings Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler &
Co., Guggenheim Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters identified in Schedule
I thereto (the “Underwriters”), in connection with the Company’s previously announced public offering (the “Offering”)
of 1,365,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common
Stock”), at a public offering price of $110.00 per share. Under the terms of the Underwriting Agreement, the Company granted
the Underwriters an option, exercisable for 30 days, to purchase up to an additional 204,750 shares of Common Stock at the public
offering price (the “Option Shares,” and together with the Firm Shares, the “Shares”).

The net proceeds to the Company from the Offering,
excluding any exercise by the Underwriters of their option to purchase any of the Option Shares, are expected to be
approximately $140.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable
by the Company.

The Offering is being made pursuant to a prospectus supplement
dated December 7, 2020 and an accompanying prospectus dated December 7, 2020, pursuant to a Registration Statement (File No. 333-251175)
on Form S-3, which was initially filed by the Company with the Securities and Exchange Commission (“SEC”) on December
7, 2020 and which registration statement became automatically effective upon filing under the Securities Act of 1933, as amended
(the “Securities Act”).

The Underwriting Agreement contains customary representations,
warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations,
warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties.

The foregoing summary of the Underwriting Agreement is qualified
in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and which is hereby incorporated by reference.
Dentons US LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Shares in the Offering,
a copy of which is attached hereto as Exhibit 5.1 and is hereby incorporated by reference.

Item 7.01. Regulation FD Disclosure.

On December 7, 2020, the Company issued a press release with
respect to the Offering. A copy of the press release is furnished as Exhibit 99.1 and is hereby incorporated by reference. The
press release is furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section or Sections
11 and 12(a)(2) of the Securities Act. In addition, the press release shall not be deemed incorporated by reference into any of
the Company’s filings with the SEC, except as shall be expressly set forth by specific reference in any such filing.

The Company has made available a presentation about its business
(the “Presentation”), a copy of which is included as Exhibit 99.2 to this Current Report on Form 8-K (the “Report”).
The Presentation
is furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise
subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act. In addition, the Presentation shall not be deemed incorporated by reference into any of the Company’s filings with the SEC,
except as shall be expressly set forth by specific reference in any such filing.

The furnishing of the Presentation is not an admission as to
the materiality of any information therein. The information contained in the Presentation is summary information that should be
considered in the context of the Company’s filings with the SEC and other public announcements the Company may make by press
release or otherwise from time to time. The Presentation speaks as of the date of this Report. While the Company may elect to update
the Presentation in the future to reflect events and circumstances occurring or existing after the date of this Report, the Company
specifically disclaims any obligation to do so.

The Presentation contains forward-looking statements, and as
a result, investors should not place undue reliance on these forward-looking statements.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this communication and the Presentation
are “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided
by the Private Securities Litigation Reform Act of 1995. These statements relate to future events and involve known and unknown
risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different
from any future performances or achievements expressed or implied by the forward-looking statements. Each of these statements is
based only on current information, assumptions and expectations that are inherently subject to change and involve a number of risks
and uncertainties. Forward-looking statements include, but are not limited to, statements about: expectations regarding our capitalization
and resources; the adequacy of our capital to support our future operations and our ability to successfully initiate and complete
clinical trials; our strategy and focus; our efforts to develop a vaccine against COVID-19, the safety, efficacy or reliability
of our COVID-19 vaccine candidate; the development and commercial potential of any of our product candidates; the timing and success
of our development efforts; the success of any of our trials and our ability to achieve regulatory approval for any product candidate;
the entry into or modification or termination of collaborative agreements and the expected milestones and royalties from such collaborative
agreements; the potential market or clinical or commercial success of the clinical development programs of Arcturus; and any statements
other than statements of historical fact, including those related to Arcturus’ future cash, market or financial position.

In some cases, you can identify forward-looking statements by
terms such as “may,” “will,” “should,” “could,” “would,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,”
“potential” and similar expressions (including the negative thereof) intended to identify forward looking statements.
Arcturus may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any
forward-looking statements such as the foregoing, and you should not place undue reliance on such forward-looking statements. The
forward-looking statements contained or implied in the Presentation are subject to other
risks and uncertainties, including those discussed under the heading “Risk Factors” in Arcturus’ Annual Report
on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020 and in subsequent filings with,
or submissions to, the SEC. Except as otherwise required by law, the Company disclaims any intention or obligation to update or
revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information,
future events or circumstances or otherwise.

Item
9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description
1.1 | Underwriting Agreement, dated December 7, 2020, by and among Arcturus Therapeutics Holdings Inc., Piper Sandler & Co., Guggenheim Securities, LLC and Wells Fargo Securities, LLC
5.1 | Opinion of Dentons US LLP
23.1 | Consent of Dentons US LLP (contained in Exhibit 5.1)
99.1 | Press Release of the Company dated December 7, 2020
99.2 | Presentation dated December 2020

SIGNATURES

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

Arcturus Therapeutics Holdings Inc.
Date: December 8, 2020
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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