As filed with the Securities and Exchange Commission on August 4, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCTURUS THERAPEUTICS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 32-0595345 | |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification Number) |
10628 Science Center Drive, Suite 250
San Diego, California 92121
(Address, including zip code, of registrant’s principal executive offices)
Amended and Restated 2019 Omnibus Equity Incentive Plan
(Full title of the plan)
Joseph E. Payne
Chief Executive Officer
Arcturus Therapeutics Holdings Inc.
10628 Science Center Drive, Suite 250
San Diego, California 92121
(858) 900-2660
(Name and address, and telephone number, including area code, of agent for service)
Copies to:
Dentons US LLP
1221 Avenue of the Americas
New York, New York 10020
Jeffrey A. Baumel, Esq.
Ilan Katz, Esq.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
| Common Stock, par value $0.001 per share reserved for issuance pursuant to the Amended and Restated 2019 Omnibus Equity Incentive Plan | 2,400,000 | $52.73 (2) | $126,552,000 | $16,427 | ||||
| Total | 2,400,000 | $52.73 (2) | $126,552,000 | $16,427 | ||||
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Amended and Restated 2019 Omnibus Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. |
| (2) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Stock Market on August 3, 2020. |
EXPLANATORY NOTE
The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 2,400,000 shares of its common stock, issuable to eligible persons under the Amended and Restated 2019 Omnibus Equity Incentive Plan, which shares are in addition to the shares registered on the Registrant’s registration statement on Form S-8 filed on June 21, 2019 (File No. 333-232272) (the “Prior Registration Statement”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of common stock issuable under the Amended and Restated 2019 Omnibus Equity Incentive Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on August 4, 2020 .
| ARCTURUS THERAPEUTICS HOLDINGS INC. | ||
| By: | /s/ Joseph E. Payne | |
| Name: | Joseph E. Payne | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Arcturus Therapeutics Holdings Inc., hereby severally constitute and appoint Joseph E. Payne and Dr. Padmanabh Chivukula, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Joseph E. Payne | President, Chief Executive Officer and Director | August 4, 2020 | ||
| Joseph E. Payne | (principal executive officer) | |||
| /s/ Dr. Padmanabh Chivukula | Chief Scientific Officer, | August 4, 2020 | ||
| Dr. Padmanabh Chivukula | Chief Operating Officer and Secretary | |||
| /s/ Dr. Peter Farrell | Chairman of the Board | August 4, 2020 | ||
| Dr. Peter Farrell | ||||
| /s/ Andy Sassine | Director, Chief Financial Officer | August 4, 2020 | ||
| Andy Sassine | (principal financial officer) | |||
| /s/ Dr. Magda Marquet | Director | August 4, 2020 | ||
| Dr. Magda Marquet | ||||
| /s/ James Barlow | Director | August 4, 2020 | ||
| James Barlow | ||||
| /s/ Dr. Edward Holmes | Director | August 4, 2020 | ||
| Dr. Edward Holmes | ||||
| /s/ Karah Parschauer | Director | August 4, 2020 | ||
| Karah Parschauer | ||||
| /s/ Keith C. Kummerfeld | Vice President of Finance and Corporate Controller | August 4, 2020 | ||
| Keith C. Kummerfeld | (principal accounting officer) | |||
