Submission of Matters to a Vote of Security Holders.
On May 17, 2019, Arcturus Therapeutics Ltd. (the “Company” or “Arcturus”) held its Extraordinary General Meeting of Shareholders (the “Meeting”). The total number of outstanding ordinary shares entitled to vote at the meeting was 10,761,523 and there were present at the meeting, in person or by proxy, 6,559,919 ordinary shares, which constituted a quorum for the Meeting. At the Meeting, the shareholders approved the Arcturus Redomiciliation Proposal approving the Scheme of Arrangement, as described in more detail in the Company’s definitive proxy statement and notice for the Meeting, filed with the SEC on April 11, 2019.
The redomiciliation is subject to the approval of the District Court of Tel-Aviv, which approval is expected to be obtained in the next two to four weeks.
The final results of the shareholder votes at the Meeting are set forth below:
Proposal 1: Approve Arcturus Redomiciliation:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
6,538,508
|
|
4,272
|
|
17,139
|
|
0
|
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this communication are 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.
This communication 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. Any statements, other than statements of historical fact, included in this communication regarding strategy, future operations, collaborations, future financial position, prospects, plans and objectives of management and statements relating to the completion and timing of the redomiciliation of the Company from Israel to Delaware are forward-looking statements. Arcturus may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Actual results and performance could differ materially from those projected in any forward-looking statements as a result of many factors, including without limitation, an inability to develop and market product candidates, inability to ge
nerate positive verifiable data, unexpected clinical results, unforeseen expenses and general market conditions that may prevent such achievement or performance. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed under the heading “Risk Factors” in Arcturus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 18, 2019, in Arcturus’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on May 10, 2019, 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.
The statements made in this Current Report on Form 8-K and any exhibit(s) attached hereto speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
2