Arcturus Therapeutics Ltd. (Nasdaq:ARCT), a leading RNA medicines
company, announced today the completion of its previously announced
merger with Alcobra Ltd. (Nasdaq:ADHD), effective as of November
15, 2017. The combined company has net cash of approximately
$50.1 million, following the merger, for use in funding its
research and development activities focused on novel RNA medicines
in therapeutic areas including rare liver diseases, infectious
diseases, cystic fibrosis, nonalcoholic steatohepatitis (NASH) and
replicon RNA vaccines.
Pursuant to the merger, the holders of shares of Arcturus
Therapeutics common stock outstanding immediately prior to the
merger received 0.293 shares of Alcobra ordinary shares in exchange
for each share of Arcturus common stock in the merger. The
exchange ratio reflects a 7-for-1 reverse share split effected by
Alcobra prior to the completion of the merger. Following
completion of the merger, the combined company has approximately
10,568,901 ordinary shares outstanding.
Following completion of the merger, Alcobra changed its name to
Arcturus Therapeutics Ltd. The combined company will commence
trading today on the Nasdaq Global Market under the ticker symbol
“ARCT.”
“The evolution of Arcturus Therapeutics continues as we embark
on a new chapter for the company as a publicly-traded entity with
confidence and optimism,” said Joseph Payne, President and Chief
Executive Officer of Arcturus. “We are now better positioned
to accelerate the growth of the company and advance our exciting
pipeline of RNA medicines.”
“As we focus on the advancement of our internal rare disease
programs, we continue to pursue strategic partnerships that address
significant human health challenges using our enabling platform
technologies,” continued Mr. Payne. “Since announcing the merger in
September, we have successfully secured new partnerships with
Johnson & Johnson Innovation to develop and commercialize
infectious disease medicines and with Synthetic Genomics to develop
next-generation vaccines.”
Prior to the completion of the merger, Alcobra signed an asset
purchase agreement for the sale of its Abuse-Deterrent Amphetamine
Immediate-Release (ADAIR) development program to an investor
group. Additional details pertaining to this transaction are
set forth in a 6-K filed with the Securities and Exchange
Commission on November 16, 2017.
The combined company is headquartered in San Diego, California,
and led by the leadership of Arcturus, including Joseph Payne, as
President and Chief Executive Officer, Pad Chivukula, PhD, as Chief
Scientific Officer and Chief Operating Officer, and Stuart
Collinson, PhD, serving as Executive Chairman. The board of
directors of the combined company includes Joseph Payne, MSc, Pad
Chivukula, PhD, Craig Willett, MACC, Stuart Collinson, PhD, Daniel
Geffken, MBA, Orli Tori, MSc, and David Shapiro, MD.
Ladenburg Thalmann & Co. Inc., acted as exclusive financial
advisor and Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
(ZAG/S&W), New York and Tel Aviv offices, acted as legal
advisors to Alcobra. Cooley LLP and Meitar Liquornik Geva Leshem
Tal acted as legal advisors to Arcturus. Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. is serving as legal advisor to
Ladenburg Thalmann & Co. Inc.
About Arcturus Therapeutics Ltd.
Founded in 2013 and based in San Diego, Arcturus Therapeutics
Ltd. is an RNA medicines company with enabling technologies – UNA
Oligomer chemistry and LUNAR™ lipid-mediated delivery. Arcturus’s
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. The company owns LUNAR lipid-mediated delivery and
Unlocked Nucleomonomer Agent (UNA) technology including UNA
Oligomers, which are covered by its extensive patent portfolio (120
patents and patent applications, issued in the U.S., Europe, Japan,
China and other countries). Arcturus’s 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. The
company’s 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., 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
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. All statements, other than statements of historical
facts, 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 relating to the combined company’s continued listing on
the Nasdaq Global Market after closing of the proposed merger;
expectations regarding the capitalization, resources and ownership
structure of the combined company; leadership of the combined
company; the adequacy of the combined company’s capital to support
its future operations and its ability to successfully initiate and
complete clinical trials; the nature, strategy and focus of the
combined company; the development and commercial potential and
potential benefits of any product candidates of the combined
company; and the entry into or modification of collaborative
arrangements. The combined company may not actually achieve the
plans, carry out the intentions or meet the expectations or
projections disclosed in the forward-looking statements and you
should not place undue reliance on these forward-looking
statements. Such statements are based on management’s current
expectations and involve risks and uncertainties. Actual results
and performance could differ materially from those projected in the
forward-looking statements as a result of many factors, including,
without limitation, risks and uncertainties associated with the
ability to project future cash utilization and reserves needed for
contingent future liabilities and business operations and the
availability of sufficient resources of the combined company to
meet its business objectives and operational requirements.
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
Alcobra's Annual Report on Form 20-F for the fiscal year ended
December 31, 2016, filed with the Securities and Exchange
Commission (SEC) and in subsequent filings with the SEC. Except as
otherwise required by law, Arcturus and Alcobra each disclaim 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.
CONTACTArcturus Therapeutics
Ltd.858-900-2660info@ArcturusRx.com
Investors:Andrew McDonald, Ph.D.LifeSci
Advisors LLC646-597-6979
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