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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date
of earliest event reported): December 11, 2025
ARCTURUS THERAPEUTICS
HOLDINGS INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-38942 |
|
32-0595345 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
10285 Science Center
Drive
San Diego, California
92121
(Address of principal
executive offices)
Registrant’s
telephone number, including area code: (858) 900-2660
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common stock, par value $0.001 per share |
|
ARCT |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 11, 2025, Arcturus Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and Andy Sassine, Chief
Financial Officer of the Company and a member of the Company’s Board of Directors (the “Board”), mutually agreed to
end their employment relationship in an amicable manner effective December 31, 2025 (the “Separation Date”). Mr. Sassine also
stepped down as a member of the Board on December 11, 2025. Mr. Sassine indicated to the Company that his separation was not a result
of any disagreement with the Company, the Board or the Company’s management on any matter relating to the Company’s operations,
policies, or practices. In connection with his resignation, the Board decreased the size of the Board from nine members to eight members,
effective immediately.
On December 11,
2025, the Company entered into a Separation Agreement and General Release (“Separation Agreement”) with Mr. Sassine (the
“Separation Agreement”). Pursuant to the Separation Agreement, provided that Mr. Sassine complies with the terms of the
Separation Agreement, including but not limited to the delivery of certain customary certifications and releases, Mr. Sassine shall
be entitled to (i) a lump sum severance payment equal to 12 months of Mr. Sassine’s base salary, (ii) bonus eligibility if and
when paid to the Corporation’s Chief Executive Officer in the manner described in the Agreement, (iii) reimbursement for
certain attorney’s fees, (iv) payment of up to 18 months of COBRA healthcare premium for Mr. Sassine and his dependents, and
(v) and amendments to his existing stock options whereby (A) all unvested options to purchase shares of the Company’s common
stock held by Mr. Sassine shall accelerate and become immediately exercisable and (B) all stock options held by Mr. Sassine may be
exercised for a 24-month period beginning December 31, 2025. Mr. Sassine may revoke his acceptance of the terms of the Separation
Agreement for a period of seven days following his execution of the Separation Agreement. None of the severance benefits or stock
option modifications will be paid or implemented until the seven-day revocation period has expired.
The above description
of the Separation Agreement is a summary only and is qualified in its entirety by the full text of the Separation Agreement, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On December 12,
2025, Joe Roberts, age 43, the Company’s Controller, was appointed interim principal financial officer and interim principal
accounting officer of the Company. Mr. Roberts joined the Company in July 2018 and has held roles of increasing seniority until his
appointment as Controller in March 2024. Mr. Roberts was previously a financial analyst with Qualcomm, and an auditor with each of
Ernst & Young and Grant Thornton. He received his professional certificate in accounting from the University of California San
Diego and his bachelor of arts from the University of California Santa Barbara.
At this time, there
are no changes to Mr. Robert’s compensation pursuant to the offer letter entered into by and between the Company and Mr.
Roberts on July 3, 2018 other than subsequent salary increases (the “Employment Agreement”). As modified since 2018, the
Employment Agreement provides for a base salary of $219,580, bonus eligibility equal to up to 20% of base salary, and eligibility to
participate in the Company's 401K, equity incentive, health care, and other plans. The Employment Agreement subjects Mr. Roberts to
standard restrictive covenants for agreements of its type, including non-competition and non-solicitation.
There are no
arrangements or understandings between Mr. Roberts and any other persons pursuant to which Mr. Roberts was selected as principal
financial officer and principal accounting officer. There are no family relationships between Mr. Roberts and the members of the Board,
nor between Mr. Roberts and any executive officer of the Company. There is no related transaction that would be required to be
disclosed with respect to Mr. Roberts pursuant to Item 404(a) of Regulation S-K.
The above description
of the Employment Agreement is a summary only and is qualified in its entirety by the full text of the Employment Agreement, a copy of
which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| |
|
| 10.1** |
Separation Agreement and General Release between Arcturus Therapeutics Holdings Inc. and Andy Sassine dated 11, 2025. |
| 10.2 |
Employment Agreement between Arcturus Therapeutics Holdings Inc. and Joe Roberts dated July 3, 2018. |
| 104 |
Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
**
Certain confidential portions of this exhibit have been redacted from the publicly filed document because such portions are (i) not
material and (ii) would be competitively harmful if publicly disclosed.
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: December 15, 2025 |
|
| |
By: |
/s/ Joseph E. Payne |
| |
Name: |
Joseph E. Payne |
| |
Title: |
Chief Executive Officer |
