Arcturus Therapeutics Announces Board and Executive Changes

TL;DR

Arcturus Therapeutics shakes up board and exec pay. Big changes coming?

AI Summary

Arcturus Therapeutics Holdings Inc. announced on June 19, 2024, changes in its board of directors and executive compensation. The company filed an 8-K form detailing the departure of certain officers and directors, the election of new directors, and adjustments to compensatory arrangements for key personnel.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, or financial outlook, potentially impacting investor confidence and stock performance.

Risk Assessment

Risk Level: medium — Changes in leadership and compensation can indicate internal restructuring or strategic shifts that may carry inherent risks.

Key Players & Entities

• Arcturus Therapeutics Holdings Inc. (company) — Registrant
• June 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 10628 Science Center Drive, Suite 250, San Diego, California 92121 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share ARCT The Nasdaq Stock Mar

Filing Documents

• e663734_8k-arct.htm (8-K) — 28KB
• e663734_ex99-1.htm (EX-99.1) — 11KB
• 0001193805-24-000842.txt ( ) — 215KB
• arct-20240619.xsd (EX-101.SCH) — 3KB
• arct-20240619_lab.xml (EX-101.LAB) — 33KB
• arct-20240619_pre.xml (EX-101.PRE) — 22KB
• e663734_8k-arct_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 19, 2024, Dr. Moncef Slaoui, Ph.D., agreed to serve as a member of the Board of Directors (the " Board ") of Arcturus Therapeutics Holdings Inc. (the " Company "), until the Company's next annual meeting of stockholders or until Dr. Slaoui's successor is duly elected and qualified. There is no arrangement or understanding between Dr. Slaoui and any other person pursuant to which Dr. Slaoui was selected and appointed by the Company's Board as a director of the Company and there is no family relationship between Dr. Slaoui and any of the Company's directors or executive officers. The Company is not aware of any transaction involving Dr. Slaoui which would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the " Securities Act "). Dr. Slaoui will receive compensation similar to the other non-employee members of the Board as described in the Company's Proxy Statement for the 2024 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on April 29, 2024. Moncef Slaoui, Ph.D., age 64, served as a Partner at Medicxi, a venture capital firm, from July 2017 to March 2021. In May 2020, Dr. Slaoui was appointed as chief advisor to the White House's Operation Warp Speed initiative, the administration's national program to accelerate the development, manufacturing, and distribution of COVID-19 vaccines, therapeutics, and diagnostics, where he served until January 2021. Dr. Slaoui served on the board of directors of Vaxcyte, Inc., a publicly traded biotechnology company (NASDAQ: PCVX), from July 2017 to March 2021 and served as the Chairman from May 2018 to March 2021. From September 1988 to July 2017, Dr Slaoui was employed at GlaxoSmithKline plc (" GSK "), a multinational pharmaceutical company (NYSE: GSK). Between 1988 a

01

Item 7.01. Regulation FD Disclosure. On June 20, 2024, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the appointment of Dr. Slaoui. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release, dated June 20, 2024, issued by Arcturus Therapeutics Holdings Inc.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Arcturus Therapeutics Holdings Inc. Date: June 24, 2024 By: /s/ Joseph E. Payne Name: Joseph E. Payne Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR