ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (March 11, 2020)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report March 11, 2020, filed under Item 2.02, Results of Operations and Financial Conditions. It states that on March 11, 2020 the company issued a press release, furnished as Exhibit 99.1, announcing financial results for the quarter and year ended December 31, 2019 and providing a corporate update. The report says that information is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. It includes a cautionary note on forward-looking statements, covering the COVID-19 vaccine, the IND application and planned initiation of clinical trials, and says the company intends to file the December 31, 2019 Annual Report on Form 10-K on Friday March 13, 2020. The signature block shows /s/ Joseph E. Payne, Chief Executive Officer.

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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): March 11, 2020

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.)

10628 Science Center Drive, Suite 250

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 2.02

Results of Operations and Financial Conditions.

On March 11, 2020, Arcturus Therapeutics Holdings Inc. (the
“Company” or “Arcturus”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1,
announcing the Company’s financial results for the quarter and year ended December 31, 2019 and providing a corporate update
(the “Press Release”).

The information contained in Item 2.02 of this Current Report
on Form 8-K, including the Press Release, shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities
Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s
filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this communication and the Press Release
are 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.

The Press Release contains 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 the Press Release, including those regarding strategy,
future operations, collaborations, the likelihood of success of the Company’s Coronavirus (COVID-19) vaccine or other products,
the IND application, the status of preclinical and clinical development programs, the planned initiation of clinical trials and
our current cash position and expected cash burn are forward-looking statements. Arcturus may not actually achieve the plans, carry
out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and
you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current
expectations and involve risks and uncertainties, including those discussed under the heading “Risk Factors” in Arcturus’
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 18, 2019 and in subsequent
filings with, or submissions to, the SEC. We intend to file the December 31, 2019 Annual Report on Form 10-K on Friday March 13,
2020.

The statements made in this Current Report on Form 8-K and the
Press Release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations
and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future,
the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise,
except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views
as of any date after the date stated herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description of Exhibit
99.1 | Press Release of Arcturus Therapeutics Holdings dated March 11, 2020

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: March 11, 2020
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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