Arcturus Therapeutics Announces Closing of Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares

Rhea-AI Summary

Arcturus Therapeutics Holdings Inc. announced the closing of its public offering of 3,753,773 shares at $53.00 each, after the underwriters fully exercised their option for an additional 489,622 shares. The offering generated approximately $200 million in gross proceeds. The funds are designated for the development of the LUNAR-COV19 vaccine, along with advancing other therapeutic programs, early research, and corporate purposes. The offering was made under a shelf registration statement effective since May 2020, with Citigroup, Guggenheim Securities, and Barclays as joint managers.

Positive

• Generated approximately $200 million in gross proceeds for development projects.
• Funds will be used to advance multiple programs, potentially increasing future revenue.

Negative

• Dilution of existing shareholders due to the issuance of new shares.

SAN DIEGO, July 31, 2020 (GLOBE NEWSWIRE) -- Arcturus Therapeutics Holdings Inc. (the “Company”, Nasdaq: ARCT), a leading clinical-stage messenger RNA medicines company focused on the development of infectious disease vaccines and significant opportunities within liver and respiratory rare diseases, announced the closing on July 31, 2020 of its previously announced underwritten public offering of 3,753,773 shares of its common stock at a public offering price of $53.00 per share, which included the exercise in full by the underwriters of their option to purchase up to an additional 489,622 shares of common stock at the public offering price, less underwriting discounts and commissions. Arcturus received total gross proceeds from the offering (before deducting the underwriting discounts and offering expenses) of approximately $200 million. The Company intends to use the net proceeds of the offering to develop, test and manufacture the Company’s LUNAR-COV19 vaccine candidate and to continue clinical development of LUNAR-OTC; to advance the Company’s LUNAR-CF, LUNAR-CV and LUNAR-FLU preclinical programs into clinical development; to fund early research and development of novel and proprietary RNA medicines; and for general corporate and working capital purposes.

Citigroup, Guggenheim Securities and Barclays acted as joint book-running managers for the offering. Baird, B. Riley FBR and H.C. Wainwright & Co. acted as co-lead managers for the offering. Ladenburg Thalmann acted as co-manager for the offering.

The securities described above were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-238139) previously filed with the Securities and Exchange Commission (“SEC”) on May 8, 2020 and declared effective by the SEC on May 21, 2020.

A final prospectus supplement relating to the offering dated July 28, 2020 was filed with the SEC on July 30, 2020 and is available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from Citigroup Global Markets Inc., Attention: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, by telephone at (212) 518-5548, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Barclaysprospectus@broadridge.com, telephone: (888) 603-5847.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Arcturus Therapeutics 
Founded in 2013 and based in San Diego, California, Arcturus Therapeutics Holdings Inc. (Nasdaq: ARCT) is a clinical-stage mRNA medicines and vaccines company with enabling technologies: (i) LUNAR^® lipid-mediated delivery, (ii) STARR™ mRNA Technology and (iii) mRNA drug substance along with drug product manufacturing expertise. Arcturus’ diverse pipeline of RNA therapeutic candidates includes programs to potentially treat Ornithine Transcarbamylase (OTC) Deficiency, Cystic Fibrosis, Glycogen Storage Disease Type 3, Hepatitis B, non-alcoholic steatohepatitis (NASH) and a self-replicating mRNA vaccine for SARS-CoV-2. Arcturus’ versatile RNA therapeutics platforms can be applied toward multiple types of nucleic acid medicines including messenger RNA, small interfering RNA, replicon RNA, antisense RNA, microRNA, DNA, and gene editing therapeutics. Arcturus’ technologies are covered by its extensive patent portfolio (192 patents and patent applications, issued in the U.S., Europe, Japan, China and other countries). Arcturus’ commitment to the development of novel RNA therapeutics has led to collaborations with Janssen Pharmaceuticals, Inc., part of the Janssen Pharmaceutical Companies of Johnson & Johnson, Ultragenyx Pharmaceutical, Inc., Takeda Pharmaceutical Company Limited, CureVac AG, Synthetic Genomics Inc., Duke-NUS, and the Cystic Fibrosis Foundation. For more information visit www.ArcturusRx.com

Forward Looking Statements
This press release 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 press release, including those regarding the Company’s expected performance, development of any specific novel mRNA therapeutics, satisfaction of the customary closing conditions to the offering, delays in obtaining required stock exchange or other regulatory approvals, stock price volatility, the impact of general business and economic conditions, the expected gross proceeds from the offering and the intended use of proceeds of the offering, 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. 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, 2019, filed with the SEC on March 16, 2020 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.

IR and Media Contacts
Arcturus Therapeutics
Neda Safarzadeh
(858) 900-2682
IR@ArcturusRx.com

Kendall Investor Relations
Carlo Tanzi, Ph.D.
(617) 914-0008 
ctanzi@kendallir.com

FAQ

What was the purpose of Arcturus Therapeutics' recent stock offering on July 31, 2020?

The proceeds from the offering will be used to develop the LUNAR-COV19 vaccine and other therapeutic programs.

What was the total amount raised in the Arcturus Therapeutics stock offering?

The total gross proceeds from the offering were approximately $200 million.

How many shares were offered in the Arcturus Therapeutics stock offering?

Arcturus offered 3,753,773 shares, which included an additional 489,622 shares from underwriters.

Who managed the Arcturus Therapeutics stock offering?

Citigroup, Guggenheim Securities, and Barclays acted as joint book-running managers.

What is the ticker symbol for Arcturus Therapeutics on the stock market?

The ticker symbol for Arcturus Therapeutics is ARCT.