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Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 27, 2021



(Exact name of registrant as specified in its charter)


Delaware   001-38942   32-0595345
(State or other jurisdiction
of incorporation)
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  



  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 October 27, 2021, Arcturus Therapeutics, Inc. (“Arcturus”), a wholly-owned subsidiary of Arcturus Therapeutics Holdings Inc., and Western Alliance Bank (the “Bank”) entered into a Fifth Amendment (the “Fifth Amendment”) to the Loan and Security Agreement dated October 12, 2018 (the “Loan Agreement”) between the Bank and the Borrower.


Pursuant to the Fifth Amendment, the Borrower agreed to make monthly payments of interest only on each payment date through and including the payment date immediately preceding May 1, 2022. Commencing on May 1, 2022, and continuing on the payment date of each month thereafter, the Borrower shall make consecutive equal monthly payments of principal, together with applicable interest, in arrears, to the Bank, as calculated by the Bank based upon: (1) the amount of the term loan, (2) the effective rate of interest, and (3) a repayment schedule equal to eighteen (18) months.


The foregoing description of the terms of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, which will be filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to Arcturus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No. Description of Exhibit
104 Cover Page to this Current Report on Form 8-K in Inline XBRL






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: November 1, 2021  

/s/ Joseph E. Payne 

  Name: Joseph E. Payne
  Title: Chief Executive Officer