According to the Complaint, this action stems from a proposed transaction announced on September 27, 2017 (the “Proposed Transaction”), pursuant to which Alcobra Ltd. (“Alcobra” or the “Company”) will merge with Arcturus Therapeutics, Inc. (“Arcturus”) in an all-stock transaction.
On September 27, 2017, Alcobra’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Arcturus and Aleph Mergersub Inc. (“Merger Sub”).
On September 28, 2017, Alcobra filed two Form 6-Ks with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. To date, Alcobra has not filed a proxy statement or proxy card with the SEC in connection with the Proposed Transaction, and plaintiff has not received a proxy statement or proxy card by mail. Accordingly, plaintiff seeks to enjoin the November 2, 2017 Stockholder Vote on the Proposed Transaction, as stockholders cannot make an informed decision with respect to the
merger without a proxy statement.
On October 25, 2017, this case was voluntarily dismissed.