UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

(Mark One)

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2018

OR

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                     TO                      |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Commission File Number 001-35932

 

ARCTURUS THERAPEUTICS LTD.

(Exact name of Registrant as specified in its Charter) 

 

 

| State of Israel                                                 | 46-1981974                            |
|-----------------------------------------------------------------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) | (I.R.S. Employer

Identification No.) |
| 10628 Science Center Drive, Suite 250

San Diego, California    | 92121                                 |
| (Address of principal executive offices)                        | (Zip Code)                            |

Registrant’s telephone number, including area code: (858) 900-2660 

 

Securities registered pursuant to Section 12(b) of the Act: Ordinary Shares, Par Value NIS 0.07 Per Share; Ordinary Shares traded on the NASDAQ stock market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer | ☐ |   | Accelerated filer              | ☐ |
|-----------------------------------|---------|--------|-------------------------------------|---------|
| Non-accelerated filer             | ☒ |   | Smaller reporting company | ☒ |
| 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.  ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the Ordinary Shares on The NASDAQ Stock Market on March 1, 2019 was $41.3 million.

The number of Registrant’s Ordinary Shares outstanding as of March 1, 2019 was 10,761,523.

 

 

 

 

 

 

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EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K (the “Initial Form 10-K”) of Arcturus Therapeutics Ltd. (“we,” “us,” “Arcturus,” or the “Company”) for the year ended December 31, 2018, originally filed with the Securities and Exchange Commission (the “SEC”), on March 18, 2019 (SEC File No. 001-35932), is being filed solely for the purpose of attaching as Exhibit 10.14 a redacted copy of the Amended and Restated Joint Venture, Research Collaboration and License Agreement, dated July 14, 2018, by and between Providence Therapeutics Inc. and Arcturus Therapeutics, Inc., a wholly owned subsidiary of the Company.  

 

This Amendment does not reflect events occurring after the filing of the Initial Form 10-K or modify or update the disclosures contained in the Initial Form 10-K in any way other than as discussed above. In connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment certain certifications by our principal executive officer and principal financial officer.  

 

PART IV

Item 15. Exhibits, Financial Statement Schedules.

| (a) | (1) No financial statements or schedules are filed with this Amendment. |
|-----|-------------------------------------------------------------------------|

 

(2) No financial statements or schedules are filed with this Amendment.

 

(3) The Exhibit Index from the Initial Form 10-K is incorporated herein by reference, except that Exhibit 10.14 from the Initial Form 10-K is hereby replaced with Exhibit 10.14 of this Amendment.  

 

| (b) | The following exhibits are filed as part of this Amendment: |
|-----|-------------------------------------------------------------|

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

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

| (c) | Not applicable. |
|-----|-----------------|

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Exhibit Index

 

|                 |        |                                                                                                                                                                                          |  |  |
|-----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|
| Exhibit

Number |   | Description                                                                                                                                                                              |
|            |   |                                                                                                                                                                                     |
| 10.14*          |   | Amended and Restated Joint Venture, Research Collaboration and License Agreement, dated as of July 14, 2018 by and between Arcturus Therapeutics, Inc. and Providence Therapeutics, Inc. |
|            |   |                                                                                                                                                                                     |
| 31.1*           |   | Certification by Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.                                              |
|            |   |                                                                                                                                                                                     |
| 31.2*           |   | Certification by Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.                                              |
|            |   |                                                                                                                                                                                     |
|            |   |                                                                                                                                                                                     |
|            | *      | Filed herewith.                                                                                                                                                                          |

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                 |   | ARCTURUS THERAPEUTICS LTD. |
|----------------------|--------|----------------------------|
|                 |   |                       |   |
| Date: April 10, 2019 |   | By:                        | /s/ Joseph E. Payne |
|                 |   |                       | Name: Joseph E. Payne |
|                 |   |                       | Title: President, Chief Executive Officer and Director |

 

 

 

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