Arcturus Therapeutics Ltd., or Arcturus (NASDAQ:ARCT), an RNA
medicines company, today announced that it will hold an
extraordinary general meeting of shareholders on Monday, February
26, 2018 at 10 a.m. Pacific time at the offices of Arcturus’ U.S.
legal counsel, Cooley LLP, at 4401 Eastgate Mall, San Diego,
California, 92121-1909, for the purpose of ratification of the
appointment of Ernst & Young LLP as Arcturus’ independent
auditors for the audit of Arcturus’ financial statements for the
year ended December 31, 2017 and for the additional period until
Arcturus’ annual meeting of shareholders in 2018.
Arcturus is currently not aware of any other
matters that will come before the meeting. If any other matters are
presented properly at the meeting, the persons designated as
proxies intend to vote upon such matters in accordance with their
best judgment. Thursday, February 1, 2018, will serve as the record
date of shareholders entitled to vote at the meeting.
Arcturus’ board of directors unanimously recommends
that Arcturus’ shareholders vote “for” the foregoing proposal to be
presented at the meeting.
Further Details Concerning the
Extraordinary General Shareholders Meeting
The presence in person or by proxy of two or more
shareholders possessing at least one-third (1/3) of Arcturus’
voting rights will constitute a quorum at the shareholders meeting.
In the absence of a quorum within one hour of the scheduled time
for the meeting, the meeting will be adjourned for one week and
will be held on Monday, March 5, 2018 at the same time and place,
unless Arcturus otherwise informs its shareholders. At such
adjourned meeting, the presence of at least two shareholders in
person or by proxy (regardless of the voting rights possessed by
their shares) will constitute a quorum. Approval of the sole
proposal at the meeting (or any adjournment thereof) requires the
affirmative vote of a majority of the ordinary shares present (in
person or by proxy) and voting thereon (which excludes abstentions
and broker non-votes).
Registered holders who are unable to attend the
meeting in person will be requested to complete, date and sign
their proxy cards and return them promptly in the pre-addressed
envelope that will be provided, so as to be received not later than
11:59 PM, Eastern time, on Sunday, February 25, 2018. No postage
will be required if a proxy card is mailed in the United States to
Arcturus’ U.S. transfer agent, Continental Stock Transfer &
Trust Company. Shareholders who attend the meeting in person may
revoke their proxies and vote their ordinary shares at the meeting.
Shareholders whose ordinary shares in Arcturus are held in
“street name” (i.e., through a bank, broker or other nominee) will
be able to either direct the registered record holder of their
shares on how to vote such shares or obtain a legal proxy from the
registered record holder to enable such “street name” holder to
participate in and to vote such shares at the meeting (or to
appoint a proxy to do so). An earlier deadline may apply to receipt
of such “street name” shareholders’ voting instruction forms.
Additional Information and Where to Find
It
In connection with the meeting, Arcturus will
make available to its shareholders of record a proxy statement
describing the time and place for, and other logistical information
related to, the meeting and the proposal to be voted upon at the
meeting, along with a proxy card enabling them to submit their
votes on that proposal. Arcturus will also be furnishing
copies of the proxy statement and proxy card to the United States
Securities and Exchange Commission, or the SEC, in a Report of
Foreign Private Issuer on Form 6-K, which may be obtained for free
from the SEC’s website at www.sec.gov and will be available on
Arcturus’ website at http://ir.arcturusrx.com/.
The full text of the proposed resolution for the
meeting, together with the form of proxy card, may also be viewed
beginning on Monday, February 5, 2018, at the registered office of
Arcturus, c/o Meitar Liquornik Geva Leshem Tal, 16 Abba Hillel
Road, Ramat Gan, Israel 5250608, 12th Floor, from Sunday to
Thursday (excluding holidays), 10:00 a.m. to 5:00 p.m. (Israel
time). Arcturus’ telephone number at its registered
office is +972-3-610-3157
About Arcturus Therapeutics
Ltd.
Founded in 2013 and based in San Diego, 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 (120 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
This press release may contain “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 may
include, but are not limited to, statements relating to the
expectations regarding voting by Arcturus’ shareholders. 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 those forward-looking statements. Any 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 any 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’ (formerly Alcobra Ltd.’s) Annual Report on Form 20-F for
the fiscal year ended December 31, 2016, filed with the SEC on
April 28, 2017 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.
CONTACT Arcturus
Therapeutics Ltd. 858-900-2660 info@ArcturusRx.com
Arcturus Therapeutics (NASDAQ:ARCT)
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