Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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Brosh Capital Partners, L.P.
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
|
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5
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SOLE VOTING POWER
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|
SHARES
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|
BENEFICIALLY
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0 shares
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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447,053
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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447,053
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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447,053
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10
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|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.2%
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12
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Exodus Management Israel Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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|
0 shares
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OWNED BY
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6
|
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SHARED VOTING POWER
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EACH
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REPORTING
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480,238
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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480,238
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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480,238
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.5%
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12
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Amir Efrati
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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|
|
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BENEFICIALLY
|
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|
|
0 shares
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OWNED BY
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6
|
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SHARED VOTING POWER
|
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EACH
|
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|
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REPORTING
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562,369
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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562,369
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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562,369
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10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%
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12
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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Aharon Biram
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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|
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3
|
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SEC USE ONLY
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4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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|
Israel
|
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NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
41,071
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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41,071
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
41,071
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|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
12
|
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TYPE OF REPORTING PERSON
|
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|
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|
IN
|
|
|
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1
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NAME OF REPORTING PERSON
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|
|
Ester Deutsch
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
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|
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|
|
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|
|
|
|
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|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Israel
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
41,060
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
41,060
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
41,060
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The Reporting Persons (as defined below) initially
filed a Schedule 13D with respect to the securities of the Issuer (as defined below) on February 2, 2017. On January 8, 2018,
the Reporting Persons ceased to own more than 5% of the securities of the Issuer and on January 10, 2018, the Reporting Persons
filed Amendment No. 10 to the Schedule 13D disclosing that they were no longer subject to Rule 13d-1(a). As of March 13, 2018,
certain of the Reporting Persons became the beneficial owner of more than 5% of the securities of the Issuer. Additionally,
as of March 13, 2018, none of the Reporting Persons hold or have acquired the securities of the Issuer with a purpose or
effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that
purpose or effect. Accordingly, the Reporting Persons are filing this statement on Schedule 13G pursuant to Rule 13d-1(c) of the
Exchange Act.
|
Item 1(a).
|
Name of Issuer:
|
Arcturus Therapeutics Ltd., an Israeli corporation (the
“Issuer”).
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
10628 Science Center Drive,
Suite 200
San Diego, California 92121
|
Item 2(a).
|
Name of Person Filing
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
Brosh Capital Partners, L.P. (“Brosh”)
4 Ariel Sharon Street
Givataim, Israel
Citizenship: Cayman Islands
Exodus Management Israel Ltd. (“Exodus
GP”)
4 Ariel Sharon Street
Givataim, Israel
Citizenship: Israel
Amir Efrati (“Mr. Efrati’)
4 Ariel Sharon Street
Givataim, Israel
Citizenship: Israel
Aharon Biram (“Mr. Biram”)
4 Ariel Sharon Street
Givataim, Israel
Citizenship: Israel
Ester Deutsch (“Ms. Deutsch”)
4 Ariel Sharon Street
Givataim, Israel
Citizenship: Israel
Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.”
|
Item 2(d).
|
Title of Class of Securities:
|
Ordinary Shares, par value of NIS 0.07 (the “Shares”)
M1492T105
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
|
|
/x/
|
Not applicable.
|
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
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|
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(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
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|
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(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
|
|
(j)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
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(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
(a)
|
Amount beneficially owned:
|
As of the close of business on April
9, 2018 (i) Brosh beneficially owned 447,053 Shares, (ii) Mr. Biram beneficially owned 41,071 Shares, and (iii) Ms. Deutsch beneficially
owned 41,060 Shares.
Exodus GP, as the general partner of
Brosh, may be deemed to beneficially own the 447,053 Shares owned by Brosh and as portfolio manager for a certain managed account
(the “Exodus Managed Account”), may be deemed to beneficially own the 33,185 shares held in the Exodus Managed Account.
Mr. Efrati as the portfolio manager
of each of Brosh and Exodus GP and because of certain Power of Attorney Agreements between him and each of Mr. Biram and Ms. Deutsch,
may be deemed to beneficially own: (i) 447,053 Shares owned by Brosh; (ii) 33,185 Shares held in the Exodus Managed Account; (iii)
41,071 Shares owned by Mr. Biram and (iv) 41,060 Shares owned by Ms. Deutsch.
The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person.
Exodus GP disclaims beneficial ownership of the Shares beneficially owned by Brosh and the Exodus Managed Account. Mr. Efrati disclaims
beneficial ownership of the Shares beneficially owned by Brosh, the Exodus Managed Account, Mr. Biram, and Ms. Deutsch, and the
filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such
securities.
The following percentages are based
on 10,691,945 Shares outstanding, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the
Securities and Exchange Commission on February 5, 2018.
As of the close of business on April
9, 2018 (i) Brosh beneficially owned approximately 4.2% of the outstanding Shares, (ii) Exodus GP may be deemed to beneficially
own approximately 4.5% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Exodus Managed Account),
(iii) Mr. Biram beneficially owned less than 1% of the outstanding Shares (iv) Ms. Deutsch beneficially owned less than 1% of the
outstanding Shares, and (v) Mr. Efrati may be deemed to beneficially own approximately 5.3% of the outstanding Shares.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
See Cover Pages Items 5-9.
|
(ii)
|
Shared power to vote or to direct the vote
|
See Cover Pages Items 5-9.
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
See Cover Pages Items 5-9.
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
See Cover Pages Items 5-9.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Mr. Efrati has voting and dispositive
power over the Shares beneficially owned by Brosh, the Exodus Managed Account, Mr. Biram, and Ms. Deutsch.
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: April 9, 2018
|
BROSH CAPITAL PARTNERS, L.P.
|
|
|
|
By:
|
Exodus Management Israel Ltd.
|
|
Its General Partner
|
|
|
|
By:
|
/s/ Amir Efrati
|
|
|
Name:
|
Amir Efrati
|
|
|
Title:
|
Authorized Signatory
|
|
EXODUS MANAGEMENT ISRAEL LTD.
|
|
|
|
By:
|
/s/ Amir Efrati
|
|
|
Name:
|
Amir Efrati
|
|
|
Title:
|
Authorized Signatory
|
|
/s/ Amir Efrati
|
|
Amir Efrati
Individually, and as attorney-in-fact for Aharon Biram and Ester
Deutsch
|