ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (Feb. 17, 2021)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report February 17, 2021, filed under Items 3.02 and 8.01. It states that on February 17, 2021 Arcturus Therapeutics, Inc., a wholly owned subsidiary, entered into an exclusive license agreement with Alexion Pharmaceuticals, Inc. for an exclusive, worldwide license to certain specified Alexion patent applications. In exchange, the company issued 74,713 shares of common stock to Alexion on February 19, 2021, at a price of $66.92 per share, in reliance on Section 4(a)(2) and Rule 506 of Regulation D thereunder. After the issuance the company had 26,280,275 shares issued and outstanding. The signature block shows /s/ Joseph E. Payne, dated February 22, 2021.

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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): February 17, 2021

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 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.

Exhibit No. | Description
99.1 | Press Release, dated February 22, 2021

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: February 22, 2021
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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