Item 1.02. Termination of a Material Definitive Agreement.
On August 20, 2021, Arcturus Therapeutics, Inc. (the "Company") a wholly owned
subsidiary of Arcturus Therapeutics Holdings Inc. ("Arcturus"), received notice
from Providence Therapeutics, Inc. ("Providence") to terminate the Amended and
Restated Joint Venture, Research Collaboration and License Agreement, dated as
of July 15, 2018 by and between the Company and Providence, attached as Exhibit
10.14 to Arcturus' Amendment No. 1 to Annual Report on Form 10-K for the year
ended December 31, 2018 (the "Agreement"). No termination penalties were
incurred by the Company or Arcturus in connection therewith.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On August 25, 2021, Karah Parschauer notified the board of directors (the
"Board") of Arcturus Therapeutics Holdings Inc. (the "Company") of her
resignation from the Board and any associated committees of the Board, effective
August 25, 2021. Ms. Parschauer, who is employed by Ultragenyx Pharmaceutical
Inc. ("Ultragenyx"), had served on the Board since June 18, 2019 pursuant to the
Equity Purchase Agreement, dated as June 18, 2019 (the "Equity Agreement"),
between the Company and Ultragenyx, which was executed as part of a longer term
ongoing collaboration between the Company and Ultragenyx.
As a result of recent stock sales by Ultragenyx, Ultragenyx no longer owns the
number of shares of the Company's common stock that automatically provides
Ultragenyx the right under the Equity Agreement to have its nominee included in
the annual slate of director nominees. Due to such decrease in ownership and in
contemplation of such contractual terms, Ms. Parschauer tendered her
resignation. The Company continues to pursue its collaboration with Ultragenyx
and looks forward to working with Ms. Parschauer in her position as the General
Counsel and Executive Vice President of Ultragenyx.
The Board intends to remain at six members until such time as it can identify
and appoint a qualified replacement candidate.
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