SEC Filing | Arcturus Therapeutics, Inc.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
	FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2018 Commission File No. 001-35932
ARCTURUS THERAPEUTICS LTD.
(Translation of registrant’s name into English)

	10628 Science Center Drive, Suite 250 San Diego, California 92121
	(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x		Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Other Events

Arcturus Therapeutics Ltd. (the “Company”) held an annual and extraordinary general meeting of shareholders of the Company on Friday, August 24, 2018 (the “Meeting”). All eight proposals presented to the shareholders for approval at the Meeting were duly approved by the vote of the shareholders of the Company.

The shareholders of the Company voted on the proposals as follows:

Proposals	In Favor*
Proposal 1: Approval of appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending 12/31/18 and to authorize the Board to determine its compensation, as provided in Item 1 of the Proxy Statement	99.9%
Proposal 2: Approval of the Company's Amended and Restated Compensation Policy, as provided in Item 2 and Appendix A of the Proxy Statement	80.5%
Proposal 3: Approval of the Company's 2018 Omnibus Equity Incentive Plan, as provided in Item 3 and Appendix B of the Proxy Statement	83.2%
Proposal 4: Approval of the re-election of the following individuals as directors of the Company, as provided in Item 4 of the Proxy Statement:
Mr. Joseph Payne Dr. Peter Farrell Mr. Andy Sassine Dr. Magda Marquet Mr. James Barlow	83.8% 99.9% 84.1% 99.9% 99.9%
Proposal 5: Approval of the compensation terms of the following individuals as directors of the Company, as provided in Item 5 of the Proxy Statement:
Dr. Peter Farrell Dr. Magda Marquet Mr. James Barlow	99.3% 99.1% 99.1%
Proposal 6: Approval of the compensation terms of Mr. Andy Sassine as a director and interim CFO of the Company, as provided in Item 6 of the Proxy Statement	83.1%
Proposal 7: Approval of the compensation terms of Mr. Joseph Payne as a director and President and CEO of the Company, as provided in Item 7 of the Proxy Statement	81.8%
Proposal 8: Approval of the compensation terms of Dr. Padmanabh Chivukula, as Chief Scientific Officer and Chief Operating Officer of the Company, as provided in Item 8 of the Proxy Statement	81.6%

* Percentage of all ordinary shares voted on the proposal

Each of the foregoing proposals is described in detail in the Proxy Statement filed as Exhibit 99.1 to the Company’s report of foreign private issuer on Form 6-K, File No. 001-35932, filed with the U.S. Securities and Exchange Commission on July 27, 2018.

At the Meeting, shareholders of the Company approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, succeeding and thus dismissing Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global (“E&Y Israel”). The service of E&Y Israel concluded on August 24, 2018, the date of the Meeting. E&Y Israel served as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2017 and were the independent registered accounting firm of Arcturus Therapeutics Ltd. (formerly known as Alcobra Ltd.) prior to the merger. Ernst & Young LLP served as the principal accountant of Arcturus Therapeutics, Inc., the accounting acquirer, in the merger between Arcturus Therapeutics, Inc. and Arcturus Therapeutics Ltd. prior to E&Y Israel’s approval as the Company’s principal accountant.

E&Y Israel did not resign or decline to stand for re-election. Instead, the Company chose to change its auditor from E&Y Israel to Ernst & Young LLP. The decision to make this change was recommended by the Audit Committee of the Board of Directors of the Company and approved by the shareholders of the Company.

The report of E&Y Israel on the consolidated financial statements for the Company’s fiscal year ended December 31, 2017, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

The report of Ernst & Young LLP on the consolidated financial statements for the Company’s fiscal year ended December 31, 2016, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal year ended December 31, 2017 and through the interim period preceding the non-continuation of E&Y Israel’s services, there were no disagreements with E&Y Israel on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of E&Y Israel, would have caused E&Y Israel to make reference to the matter in connection with its report on Arcturus Therapeutics Ltd.’s financial statements.

During the fiscal year ended December 31, 2016 and through the interim period preceding the non-continuation of Ernst & Young LLP’s services, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the matter in connection with its report on Arcturus Therapeutics Ltd.’s financial statements. Prior to Ernst & Young LLP’s engagement, we did not consult with Ernst & Young LLP’s regarding matters or events set forth within paragraphs (a)(2)(i) or (a)(2)(ii) of Item 16F of Form 20-F.

The Company has requested that E&Y Israel furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements, which is attached hereto as Exhibit 99.1. The press release of the Company announcing the appointment of Ernst & Young LLP is attached hereto as Exhibit 99.2.

Appointment of Interim CFO

On August 28, 2018, the Company announced that it appointed Andrew Sassine as Interim Chief Financial Officer of the Company, effective August 24, 2018. Mr. Sassine has served on the Company’s Board of Directors since May 2018 and will continue to serve on the Company’s Board of Directors while serving as Interim Chief Financial Officer. The Company has also initiated a search for a permanent Chief Financial Officer. The press release of the Company announcing the appointment of Andrew Sassine as Interim Chief Financial Officer is attached hereto as Exhibit 99.3.

Exhibits

99.1	Letter dated August 29, 2018 of Kost, Forer, Gabbay & Kasierer to the Securities and Exchange Commission

99.2	Press Release dated August 29, 2018 of Arcturus Therapeutics Ltd., announcing the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm

99.3	Press Release dated August 28, 2018 of Arcturus Therapeutics Ltd., announcing the appointment of Andrew Sassine as Interim Chief Financial Officer

SIGNATURE

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, thereunto duly authorized.

	ARCTURUS THERAPEUTICS LTD.


	By:	/s/ Joseph E. Payne
		Name:	Joseph E. Payne
		Title:	Chief Executive Officer

Date: August 29, 2018

August 29, 2018

Securities and Exchange Commission
100 F Street, N.E
Washington, DC 20549

Ladies and Gentlemen:

We have read Form 6-K dated August 29, 2018, of Arcturus Therapeutics Ltd. and are in agreement with such statements concerning our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.

Very truly yours,

/s/ Kost Forer Gabbay & Kasierer

Kost Forer Gabbay & Kasierer

A member of Ernst & Young Global

Arcturus Therapeutics Announces Appointment of Ernst & Young LLP as the Company’s Independent Auditor

San Diego, California, August 29, 2018 – Arcturus Therapeutics Ltd. (“Arcturus” or the “Company”) (NASDAQ: ARCT), a leading RNA medicines company, today announced that at the Company’s Annual General Meeting of Shareholders on August 24, 2018, shareholders of the Company approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, succeeding and thus dismissing Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global (“E&Y Israel”) located in Israel.

The service of the Company’s previous independent auditor, E&Y Israel, concluded on August 24, 2018. The auditor did not resign or decline to stand for re-election. Instead, the Company chose to change its auditor from E&Y Israel to Ernst & Young LLP. The decision to make this change was recommended by the Audit Committee of the Board of Directors of the Company and approved by the shareholders of the Company.

About Arcturus Therapeutics

Founded in 2013 and based in San Diego, California, Arcturus Therapeutics Ltd. (NASDAQ: ARCT) is an RNA medicines company with enabling technologies – UNA Oligomer chemistry and LUNAR® lipid-mediated delivery. Arcturus’ diverse pipeline of RNA therapeutics includes programs pursuing rare diseases, Hepatitis B, non-alcoholic steatohepatitis (NASH), cystic fibrosis, and vaccines. Arcturus’ versatile RNA therapeutics platforms can be applied toward multiple types of RNA medicines including small interfering RNA, messenger RNA, replicon RNA, antisense RNA, microRNA and gene editing therapeutics. Arcturus owns LUNAR lipid-mediated delivery and Unlocked Nucleomonomer Agent (UNA) technology including UNA Oligomers, which are covered by its extensive patent portfolio (140 patents and patent applications, issued in the U.S., Europe, Japan, China and other countries). Arcturus’ proprietary UNA technology can be used to target individual genes in the human genome, as well as viral genes, and other species for therapeutic purposes. Arcturus’ commitment to the development of novel RNA therapeutics has led to partnerships with Janssen Pharmaceuticals, Inc., part of the Janssen Pharmaceutical Companies of Johnson & Johnson, Ultragenyx Pharmaceutical, Inc., Takeda Pharmaceutical Company Limited, Synthetic Genomics Inc., CureVac AG and Cystic Fibrosis Foundation Therapeutics Inc. For more information, visit www.Arcturusrx.com, the content of which is not incorporated herein by reference.

Forward-Looking Statements

The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Arcturus’ Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the SEC on May 14, 2018 and in subsequent filings with, or submissions to, the SEC. Except as otherwise required by law, Arcturus 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.

Contacts

Neda Safarzadeh
Arcturus Therapeutics Ltd.
(858) 900-2682
IR@ArcturusRx.com

Arcturus Investor Contacts

Michael Wood

LifeSci Advisors LLC

(646) 597-6983

mwood@lifesciadvisors.com

Arcturus Therapeutics Appoints Andrew Sassine as Interim Chief Financial Officer

San Diego, Calif., Aug. 28, 2018 – Arcturus Therapeutics Ltd. (NASDAQ: ARCT), a leading RNA medicines company, today announced that it has appointed Andrew Sassine as Interim Chief Financial Officer (CFO), effective August 24, 2018. Mr. Sassine has served on Arcturus’ Board of Directors since May 2018 and will continue to serve on Arcturus’ Board of Directors. The Company has initiated a search for a permanent CFO.

“In a short period of time since joining our Board in May, Andy has made significant contributions toward the financial stewardship of Arcturus – I am very pleased to have him join our leadership team in this interim, but important role,” said Joseph Payne, President & CEO of Arcturus Therapeutics. “Andy’s extensive experience providing guidance and strategic counsel to life sciences management teams and boards, coupled with his successful track record as a highly regarded fund manager and analyst, will serve us well as we seek to efficiently advance our portfolio of RNA therapeutics, while prudently managing our financial resources. I look forward to working with Andy as we continue the search for the ideal permanent CFO.”

“I am delighted to work with Joseph Payne and the Arcturus team during this critical transitional period,” said Mr. Sassine. “I strongly believe in Arcturus’ lipid-mediated drug delivery technology potential, and am eager to help set the Company on a course to achieve long-term success, to the benefit of patients and shareholders alike.”

In addition to serving on the Arcturus board, Mr. Sassine serves on the boards of iCAD, Inc. (NASDAQ: ICAD), a provider of advanced image analysis, workflow solutions and radiation therapy for the early detection and treatment of cancer, and Gemphire Therapeutics (NASDAQ: GEMP), a clinical-stage biopharma company focused on therapies for the treatment of dyslipidemia. He also serves as Chairman of the Board of privately-held ComHear Inc., a digital audio software and device company. Mr. Sassine previously served on the board of Acorn Energy, Inc., CNS Response, Inc. and FluoroPharma Medical, Inc. Earlier in his career, Mr. Sassine served in various positions at Fidelity Investments from 1999 to 2012, most recently as portfolio manager. Mr. Sassine received a B.A. from the University of Iowa in 1987 and an M.B.A. from the Wharton School at the University of Pennsylvania in 1993.

About Arcturus Therapeutics Ltd.

Forward-Looking Statements

This press release contains “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. Any statements, other than statements of historical fact, included in this press release regarding strategy, future operations, collaborations, future financial position, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements regarding Arcturus appointment of an interim Chief Financial Officer. Arcturus may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements and you should not place undue reliance on such forward-looking statements. Actual results and performance could differ materially from those projected in any forward-looking statements as a result of many factors, including without limitation, an inability to develop and market product candidates. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed under the heading “Risk Factors” in Arcturus’ Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the SEC on May 14, 2018 and in subsequent filings with, or submissions to, the SEC. Except as otherwise required by law, Arcturus 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.

Contacts

Neda Safarzadeh

Arcturus Therapeutics Ltd.

(858) 900-2682

IR@ArcturusRx.com

Arcturus Investor Contacts

Michael Wood

LifeSci Advisors LLC

(646) 597-6979

mwood@lifesciadvisors.com