Arcturus Therapeutics Holdings Inc. (ARCT) Earnings Call Transcript & Summary

Good morning, and welcome to a special meeting of stockholders of Arcturus Therapeutics Holdings, Inc. Due to the ongoing COVID-19 pandemic, we are holding this special meeting as an entirely virtual meeting. Stockholders who require technical assistance during the meeting can call Continental's technical support line at the phone number posted on the meeting login page. I am Joe Payne, the President and CEO as well as a member of the Board of Directors. It's now 9:00 a.m. Pacific Time on November 10, 2020, and this meeting will please come to order. Also participating in this meeting; Dr. Pad Chivukula, our Chief Scientific Officer and Chief Operating Officer of the company; Mr. Jeffrey Baumel of Dentons US LLP, our counsel to the company; and Mr. Isaac Kagan of Continental Stock Transfer & Trust Company, who has been appointed as inspector of election for the meeting. Members of our Board of Directors are also participating in this virtual meeting. I would now like to proceed with the formal business of the meeting. I will act as Chairperson of the meeting, and Dr. Pad Chivukula will act as Secretary of the meeting. The matter on which the stockholders at today's meeting are voting is in the amendment of our certificate of incorporation. To increase the number of shares of common stock, we are authorized to issue from 30 million shares to 60 million shares. I turn the time to you, Isaac.

I present a list of Arcturus' stockholders as of the close of business on September 18, 2020, which is the record date for this meeting. The stockholders on this list are entitled to vote at this meeting. This list has been certified by Continental Stock Transfer & Trust Company, the transfer agent for the company's common stock.

The list of stockholders is open for inspection by any stockholder participating in this meeting and can be examined during this meeting by calling Dentons at (212) 632-5556. Our Continental Stock Transfer & Trust Company has also certified that each stockholder entitled to vote at this meeting has been sent a notice of this meeting accompanied by the proxy statement. The initial order of business is to determine the presence of a quorum. Pursuant to action taken by the Board of Directors, only stockholders of record or common stock as of September 18, 2020, are entitled to notice of and to vote at this special meeting. Mr. Isaac Kagan has been appointed as inspector of election and has executed the required Oath. Isaac?

Mr. Chairman, I wish to report that I have examined the list of stockholders entitled to vote at this meeting. And have determined that the number of shares of outstanding common stock at the record date is 24,473,002. Holders of at least 33.33% percent of the voting power of the company's outstanding common stock entitled to vote at this meeting must be present in person or represented by proxy for us to hold and transact business at this meeting. On the record date, there were 24,473,002 shares outstanding and entitled to vote. Thus, the holders of at least 8,157,668 shares must be present in person or represented by proxy at this meeting to have a quorum. The number of votes represented at this meeting in person or by proxy is 21,118,690, which constitutes 86% of the total outstanding shares of the common stock.

I hereby determine that the number of votes represented at this meeting in person or by proxy constitutes a quorum for the conduct of business at this meeting. The matter to be voted on today is the amendment of our certificate of incorporation to increase the number of shares of common stock we are authorized to issue from 30 million shares to 60 million shares. As set forth more fully in Proposal #1 of the proxy statement. A motion to approve Proposal #1 is now in order.

I hereby move to approve Proposal #1.

And I second the motion, and hereby declare this motion do we made. It is now ordered that the polls be opened for voting on Proposal #1 as described more fully in the proxy statement. Any stockholder who has not yet voted or wishes to change their vote, may do so by clicking on the voting button on the web portal. And following the instructions there. Stockholders who have sent in proxies or voted via Internet and do not want to change their vote do not need to take any further action. We will be declaring the polls closed in 1 minute. [Voting]