ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (June 18, 2021)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report June 18, 2021, filed under Item 5.07, Submission of Matters to a Vote of Security Holders. It states that at the annual meeting of stockholders on June 18, 2021, 26,320,275 shares were entitled to vote and 20,756,675 shares were present in person or by proxy, a quorum. Stockholders voted for the election of Dr. Peter Farrell, Joseph E. Payne, Andy Sassine, James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet and Karah Parschauer as directors, and to ratify Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2021. The ratification received 20,726,502 For, 22,510 Against and 7,663 Abstain. The signature block shows /s/ Joseph E. Payne, dated June 22, 2021.

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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): June 18, 2021

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 5.07 | Submission of Matters to a Vote of Security Holders.

On June 18, 2021, Arcturus Therapeutics Holdings Inc. (the “Company”)
held its annual meeting of stockholders (the “Meeting”). The total number of shares entitled to vote at the Meeting was 26,320,275
and there were present at the Meeting, in person or by proxy, 20,756,675 shares, which constituted a quorum for the Meeting.

At the Meeting, the stockholders voted:

(1) for the election of Dr. Peter Farrell, Joseph E. Payne, Andy Sassine,
James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet and Karah Parschauer to the Company’s Board of Directors; and

(2) for the ratification of the appointment of Ernst & Young LLP
as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021.

The final results of the stockholder votes at the Meeting are set forth
below:

Proposal No. 1

For | Withhold | Broker Non-Votes
Approval of the election of the following individuals as directors of the Company, as provided in Proposal Number 1 of the Proxy Statement:
(1) Dr. Peter Farrell | 15,973,609 | 1,379,151 | 3,403,915
(2) Joseph E. Payne | 15,069,355 | 2,283,405 | 3,403,915
(3) Andy Sassine | 14,308,064 | 3,044,696 | 3,403,915
(4) James Barlow | 15,993,962 | 1,358,798 | 3,403,915
(5) Dr. Edward W. Holmes | 17,096,507 | 256,253 | 3,403,915
(6) Dr. Magda Marquet | 15,993,936 | 1,358,824 | 3,403,915
(7) Karah Parschauer | 13,860,947 | 3,491,813 | 3,403,915

Proposal No. 2

For | Against | Abstain | Broker Non-Votes
Approval of the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, as provided in Proposal Number 2 of the Proxy Statement: | 20,726,502 | 22,510 | 7,663 | N/A

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: June 22, 2021
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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