SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2019 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2019, between Arcturus Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ARCTURUS THERAPEUTICS HOLDINGS INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 23rd, 2022 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
Arcturus Therapeutics Holdings Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC (each an “Agent” and together, the “Agents”), as follows:
ARCTURUS THERAPEUTICS HOLDINGS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2020 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [__], by and between ARCTURUS THERAPEUTICS HOLDINGS INC., a Delaware corporation (the “Company”), and [__] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2020 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
Arcturus Therapeutics Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,117,650 shares of its common stock, par value $0.001 per share (the “Common Stock”). The 4,117,650 shares of Common Stock to be sold by the Company are called the “Firm Shares.” The Company also proposes to issue and sell to the several Underwriters up to an additional 617,647 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated
ContractArcturus Therapeutics Holdings Inc. • August 7th, 2023 • Pharmaceutical preparations • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
ARCTURUS THERAPEUTICS HOLDINGS INC. 2019 OMNIBUS EQUITY INCENTIVE PLAN (Effective June 10, 2019)Arcturus Therapeutics Holdings Inc. • June 14th, 2019 • Pharmaceutical preparations • Delaware
STRICTLY CONFIDENTIAL Arcturus Therapeutics Holdings Inc. 10628 Science Center Drive, Suite 250 San Diego, California 92121 Attn: Joseph E. Payne, Chief Executive Officer Dear Mr. Payne:Letter Agreement • September 27th, 2019 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) constitutes the agreement between Arcturus Therapeutics Holdings Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the sole placement agent or sole book-running manager in an offering of an aggregate of two million shares of the Company’s common stock (the “Securities”) at a price not less than $11.50 per share (the “Offering”) during the Term (as hereinafter defined) of this Agreement. The terms of the Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in the Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deem
ARCTURUS THERAPEUTICS HOLDINGS INC. EXECUTIVE EMPLOYMENT AGREEMENT for JOSEPH E. PAYNEEmployment Agreement • June 14th, 2019 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • California
This Executive Employment Agreement (this “Agreement”), is made and entered into by and between Joseph E. Payne (“Executive”) and Arcturus Therapeutics Holdings Inc., a Delaware corporation (the “Company”). This Agreement amends and restates any prior employment agreement previously entered into by Executive and the Company. In consideration of the mutual agreements set forth herein, the Company and Executive hereby agree as follows:
1,365,000 Shares of Common Stock Arcturus Therapeutics Holdings Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2020 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
Arcturus Therapeutics Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,365,000 shares of its common stock, par value $0.001 per share (the “Common Stock”). The 1,365,000 shares of Common Stock to be sold by the Company are called the “Firm Shares.” The Company also proposes to issue and sell to the several Underwriters up to an additional 204,750 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Piper Sandler & Co. (“Piper Sandler”), Guggenheim Securities, LLC (“Guggenheim”) and Wells Fargo Securities, LLC (“Wells Fargo”) are each acting as representative (the “Representatives”) o
SECURITY AGREEMENT (SECURITIES ACCOUNT)Security Agreement • August 7th, 2023 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • Delaware
This SECURITY AGREEMENT (SECURITIES ACCOUNT), dated as of April 21, 2023 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by and among ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Secured Party”).
CREDIT AGREEMENTCredit Agreement • August 7th, 2023 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT dated April 21, 2023, is by and between ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
REDACTEDDevelopment and Option Agreement • August 14th, 2019 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
THIS THIRD AMENDMENT (this “Third Amendment”) to the Development and Option Agreement dated January 1, 2018 (the “Original Agreement”), is entered into by and between CureVac AG, a German stock corporation with offices at Paul-Ehrlich-Strasse 15, 72076 Tubingen, Germany (“CureVac”), and Arcturus Therapeutics Inc., a Delaware corporation with offices at 10628 Science Center Drive #200, San Diego, CA 92121, USA (“Arcturus”; each of CureVac and Arcturus individually a “Party” and together the “Parties”) as of July 26, 2019 (the “Third Amendment Date”).
SUPPLY AGREEMENTSupply Agreement • November 9th, 2020 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This SUPPLY AGREEMENT (the “Agreement”), dated as of August 17, 2020 (the “Effective Date”), is being entered into by and between Arcturus Therapeutics, Inc., a Delaware corporation (“Arcturus”), and the Israeli Ministry of Health (the “MOH”). Arcturus and the MOH may be referred to herein by name or individually, as a “Party” and collectively, as the “Parties.”
First Amendment to Credit Agreement and First Amendment to Revolving Line of Credit NoteArcturus Therapeutics Holdings Inc. • August 5th, 2024 • Pharmaceutical preparations
This First Amendment to Credit Agreement and First Amendment to Revolving Line of Credit Note (the “Amendment”) is entered into as of June 26, 2024 (the “Amendment Effective Date”), by and among ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).
FIFTH AMENDMENT TO LEASELease • November 7th, 2024 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
MANUFACTURING SUPPORT AGREEMENTManufacturing Support Agreement • November 9th, 2020 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
REDACTED Certain identified information, indicated by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. AMENDMENT NO. 4 TO LETTER AGREEMENTLetter Agreement • November 14th, 2023 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This Amendment No. 4 (“Amendment No. 4”) to the Development Program Letter Agreement of May 16, 2017, as amended on July 13, 2018, July 30, 2019 and December 21, 2021 (as amended, the “Agreement”), is entered into and effective as of September 25, 2023 (the “Amendment No. 4 Effective Date”) by and between Arcturus Therapeutics, Inc. (“Arcturus”) and the Cystic Fibrosis Foundation (“CFF”). Capitalized terms used but not defined herein have the meanings given to them in the Agreement.
3,264,151 Shares of Common Stock Arcturus Therapeutics Holdings Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2020 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
Arcturus Therapeutics Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,264,151 shares of its common stock, par value $0.001 per share (the “Common Stock”). The 3,264,151 shares of Common Stock to be sold by the Company are called the “Firm Shares.” The Company also proposes to issue and sell to the several Underwriters up to an additional 489,622 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Citigroup Global Markets Inc. (“Citigroup”), Guggenheim Securities, LLC (“Guggenheim”) and Barclays Capital Inc. (“Barclays”) are each acting as representative (the “Representatives”) of t
REDACTED Certain identified information, indicated by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. Amendment number Two to COLLABORATION AND LICENSE...Collaboration and License Agreement • May 8th, 2024 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This Amendment Number Two to Collaboration and License Agreement (this “Amendment Number Two”) is made and entered into on March 29, 2024 (the “Amendment Number Two Effective Date”) by and between Arcturus Therapeutics, Inc., a Delaware corporation (“Arcturus”), and Seqirus Inc., a Delaware corporation (“Seqirus”), and further amends the Collaboration and License Agreement executed on November 1, 2022 with an effective date of December 8, 2022, as amended by Amendment No. 1 on August 10, 2023 (the “Collaboration Agreement”). Arcturus and Seqirus are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used in this Amendment Number Two that are not defined herein shall have the meanings ascribed to such terms in the Collaboration Agreement.
AMENDMENT NO. 2 TO LETTER AGREEMENTLetter Agreement • August 14th, 2019 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This Amendment No. 2 (“Amendment No. 2”) to the Development Program Letter Agreement of May 16, 2017 is entered into and effective as of August 1, 2019 (the “Amendment No. 2 Effective Date”) by and between Arcturus Therapeutics, Inc. (“Arcturus”) and the Cystic Fibrosis Foundation (“CFF”).
TECHNOLOGY LICENSE AND TECHNICAL SUPPORT AGREEMENTLicense and Technical Support Agreement • August 10th, 2021 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This TECHNOLOGY LICENSE AND TECHNICAL SUPPORT AGREEMENT (this “Agreement”), with a signature date of the 29th day of July, 2021 (the “Signature Date”), is being entered into by and between Arcturus Therapeutics, Inc., a Delaware corporation (“Arcturus”), with its headquarters at 10628 Science Center Drive Suite 250, San Diego, CA 92121 and Vinbiocare Biotechnology Joint Stock Company, a company duly established under the laws of Vietnam (“Vinbiocare”), with its registered address at Techno Park office building, Vinhomes Ocean Park urban area, Da Ton commune, Gia Lam district, Hanoi, Vietnam. Arcturus and Vinbiocare may be referred to herein by name or individually, as a “Party” and collectively, as the “Parties.”
FRAMEWORK DRUG SUBSTANCE SUPPLY AGREEMENTDrug Substance Supply Agreement • August 10th, 2021 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • England and Wales
This FRAMEWORK DRUG SUBSTANCE SUPPLY AGREEMENT (this “Agreement”), dated as of the 29th day of July, 2021 (the “Signature Date”), is being entered into by and between Arcturus Therapeutics, Inc., a Delaware corporation (“Arcturus”) with its headquarters at 10628 Science Center Drive, Suite 250 San Diego, CA 92121, and Vinbiocare Biotechnology Joint Stock Company a company duly established under the laws of Vietnam (“Vinbiocare”), with its registered address at Techno Park office building, Vinhomes Ocean Park urban area, Da Ton commune, Gia Lam district, Hanoi, Vietnam. Arcturus and Vinbiocare may be referred to herein by name or individually, as a “Party” and collectively, as the “Parties.”
THIRD AMENDMENT TO LEASEArcturus Therapeutics Holdings Inc. • March 1st, 2021 • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (the "Amendment") is made this February 25, 2021 (the "Effective Date"), by and between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company ("Landlord"), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation ("Tenant").
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2021 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of October 27, 2021, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Borrower”).
THE BOARDWALK LEASEBoardwalk Lease • November 9th, 2021 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • California
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between TPSC IX, LLC, a Delaware limited liability company (“Landlord”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • March 16th, 2020 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of February 1, 2020, by and between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease • March 1st, 2021 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This SECOND Amendment to Lease (the “Amendment”) is made this ________________, 2020 (the “Effective Date”), by and between ARE-SD Region No. 44, LLC, a Delaware limited liability company (“Landlord”), and ARCTURuS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2019 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of October 30, 2019, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Borrower”).
ContractTermination Agreement • August 14th, 2019 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
This TERMINATION AGREEMENT (the “Termination Agreement”) is made as of July 26, 2019 (the “Effective Termination Date”), by and between Arcturus Therapeutics, Inc., a Delaware corporation with offices at 10628 Science Center Drive, Suite 200, San Diego, California 92121, U.S. (“Arcturus”), and CureVac AG, a German stock corporation with offices at Paul-Ehrlich-Strasse 15, 72076 Tuebingen, Germany (“CureVac”). CureVac and Arcturus are referred to in this Termination Agreement individually as a “Party” and collectively as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STUDY SUPPORT AGREEMENTStudy Support Agreement • November 4th, 2022 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • England and Wales
This Study Support Agreement (this “Agreement”) is made and entered into effective as of the 31st day of October, 2022 (the “Effective Date”), by and among Arcturus Therapeutics, Inc., a Delaware Corporation with offices at 10628 Science Center Drive, Suite 250, San Diego, CA 92121 (“ARCTURUS”), and Vinbiocare Biotechnology Joint Stock Company, a company duly established under the laws of Vietnam with its registered address at Lot CN1-12B-3- at Hi-Tech Industrial Park 1, Hoa Lac Hi-Tech Park, Thach Hoa, Thach That, Hanoi City, Vietnam (“VBC”). ARCTURUS and VBC are referred to herein as the “Parties.”
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2022 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This Sixth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April __, 2022, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Borrower”).
REDACTED Certain identified information, indicated by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. Amendment number one to COLLABORATION AND LICENSE...Collaboration and License Agreement • November 14th, 2023 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This Amendment Number One to Collaboration and License Agreement (this “Amendment”) is made and entered into on August 3, 2023 (the “Amendment Effective Date”) and amends the Collaboration Agreement by and between Arcturus Therapeutics, Inc., a Delaware corporation (“Arcturus”), and Seqirus Inc., a Delaware corporation (“Seqirus”). Arcturus and Seqirus are sometimes referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used in this Amendment that are not defined herein shall have the meanings ascribed to such terms in the Collaboration Agreement.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 7th, 2020 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of December 1, 2020, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”), and ARCTURUS THERAPEUTICS, INC., a Delaware corporation (“Borrower”).
ARCTURUS THERAPEUTICS HOLDINGS INC. AMENDMENT NO. 1 TO Controlled Equity OfferingSM Sales AgreementSales Agreement • August 7th, 2023 • Arcturus Therapeutics Holdings Inc. • Pharmaceutical preparations • New York
