SAN DIEGO, Feb. 26, 2018 (GLOBE NEWSWIRE) -- Arcturus Therapeutics Ltd. (NASDAQ:ARCT), a leading RNA medicines company, today announced that, based on the preliminary vote count provided by its transfer agent following Arcturus’ extraordinary general meeting of shareholders held today, shareholders have not ratified the appointment of Ernst & Young LLP, an affiliate of its previous auditor, as the independent auditors of Arcturus’ financial statements for the year ended December 31, 2017 and for the subsequent period prior to Arcturus’ annual meeting of shareholders in 2018.
Arcturus today issued the following statement regarding the results:
With its new headquarters now in the United States, Arcturus sought to appoint a new independent auditor in order to report financial results, including its financial statements for 2017. The proposal to appoint new independent auditors was approved by Arcturus’ Board on January 25, 2018, which approval was then unanimously approved and ratified by Arcturus’ Board on February 5, 2018. Notably, Joe Payne voted to support the proposal in his fiduciary role as a member of Arcturus’ Board, even after he was fired, as did Pad Chivukula, who has since resigned from the Company. Despite this, today, Joe voted his shares against the proposal, which, together with the votes of his known associates, resulted in the rejection of this otherwise routine proposal.
Today’s vote against appointing well-known auditors to report Arcturus’ financial results by Joe and other shareholders who appear to have voted as he instructed seems to be the result of a personal vendetta by Joe who is upset that he was fired by the Board. By these actions, Joe is proving, once-again, that he places his own interests ahead of Arcturus and its shareholders. A vote against the proposal today was a vote for disruption and uncertainty, as it leaves the Company in a potentially precarious situation with respect to meeting its public company reporting obligations. It is this sort of self-interest and illogical, short-sighted behavior that, together with other disturbing behavior, led to the Board’s decision to fire Joe in the first place.
Arcturus intends to engage in additional shareholder outreach on an expedited basis as it assesses alternatives to avoiding a potentially catastrophic result caused by Joe’s inexplicable behavior and is considering plans to bring this proposal back to the shareholders as soon as possible.
Pursuant to Form 20-F, Arcturus is required to file its annual report with the SEC within four months after the end of the fiscal year covered by the report. Therefore, Arcturus’ annual report for the fiscal year ended December 31, 2017 is required to be filed by April 30, 2018. The annual report on Form 20-F requires Arcturus to include a report from Arcturus’ audit firm for the financial statements included therein, including the 2017 financial statements. The audit of a public company’s financial statements requires significant amount of planning and preparation. Arcturus began planning for the audit of the 2017 financial statements shortly after the merger transaction and with Joe’s participation and authorization before he was fired.
If the appointment of independent auditors for the audit of the 2017 financial statements is not approved by Arcturus’ shareholders in short order, there is substantial likelihood that Arcturus’ annual report for the fiscal year ended December 31, 2017 will not be filed in a timely manner, or at all. The Securities Exchange Act of 1934 (the “Exchange Act”) gives the SEC the authority to suspend trading in and/or revoke the registration of companies that fail to submit periodic reports, submit deficient periodic reports, or fail to submit periodic reports in a timely manner. Similarly, The Nasdaq Stock Market listing rules require listed companies to timely file all required periodic financial reports with the SEC, and failure to do so can result in a delisting from Nasdaq. A delisting of Arcturus’ ordinary shares would adversely affect the market liquidity of its ordinary shares, and could decrease the market price of Arcturus’ ordinary shares, adversely affect Arcturus’ ability to obtain financing and result in the loss of investor confidence in Arcturus.
About Arcturus Therapeutics Ltd.
Founded in 2013 and based in San Diego, Arcturus Therapeutics Ltd. (NASDAQ:ARCT) is an RNA medicines company with enabling technologies – UNA Oligomer chemistry and LUNAR™ lipid-mediated delivery. Arcturus' diverse pipeline of RNA therapeutics includes programs pursuing rare diseases, Hepatitis B, non-alcoholic steatohepatitis (NASH), cystic fibrosis, and vaccines. Arcturus’ versatile RNA therapeutics platforms can be applied toward multiple types of RNA medicines including small interfering RNA, messenger RNA, replicon RNA, antisense RNA, microRNA and gene editing therapeutics. Arcturus owns LUNAR lipid-mediated delivery and Unlocked Nucleomonomer Agent (UNA) technology including UNA Oligomers, which are covered by its extensive patent portfolio (120 patents and patent applications, issued in the U.S., Europe, Japan, China and other countries). Arcturus’ proprietary UNA technology can be used to target individual genes in the human genome, as well as viral genes, and other species for therapeutic purposes. Arcturus’ commitment to the development of novel RNA therapeutics has led to partnerships with Janssen Pharmaceuticals, Inc., part of the Janssen Pharmaceutical Companies of Johnson & Johnson, Ultragenyx Pharmaceutical, Inc., Takeda Pharmaceutical Company Limited, Synthetic Genomics Inc., CureVac AG and Cystic Fibrosis Foundation Therapeutics Inc. For more information, visit www.ArcturusRx.com, the content of which is not incorporated herein by reference.
Forward-Looking Statements
This press release may contain “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 regarding strategy, future operations, collaborations, future financial position, prospects, plans and objectives of management are forward-looking statements. Examples of such statements may include, but are not limited to, statements relating to expectations regarding voting by Arcturus’ shareholders, Arcturus’ intentions regarding shareholder outreach and plans for future shareholder meeting proposals, as well as expectations regarding Arcturus’ public company reporting obligations, including the completion and timing of Arcturus’ Annual Report on Form 20-F for the fiscal year ended December 31, 2017. Arcturus may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements and you should not place undue reliance on those forward-looking statements. Any such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in any forward-looking statements.
The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Arcturus’ (formerly Alcobra Ltd.’s) Annual Report on Form 20-F for the fiscal year ended December 31, 2016, filed with the SEC on April 28, 2017 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.
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