ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (Aug. 9, 2021)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report August 9, 2021, filed under Items 2.02 and 7.01. It states that on August 9, 2021 the company issued a press release, furnished as Exhibit 99.1, announcing financial results for the quarter ended June 30, 2021 and providing a corporate update, and made available a presentation furnished as Exhibit 99.2. The press release information is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The forward-looking statements cover ARCT-021, ARCT-154 and ARCT-810 and the ability to enroll subjects in clinical trials as a result of the COVID-19 pandemic. 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): August 9, 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 2.02. Results of Operations and Financial
Conditions.

On August 9, 2021, 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 ended June 30, 2021 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 (the “SEC”), except as shall be expressly set forth by specific reference
in any such filing.

Item 7.01. Regulation FD Disclosure.

The Company has made available a presentation
about its business (the “Presentation”), a copy of which is furnished herewith as Exhibit 99.2 to this Current Report on Form
8-K and is hereby incorporated by reference.

The furnishing of the Presentation is not an admission
as to the materiality of any information therein. The information contained in the Presentation is summary information that should be
considered in the context of the Company’s filings with the SEC and other public announcements the Company may make by press release
or otherwise from time to time.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Current Report on Form
8-K, the Press Release and the Presentation contain 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 this Current Report on Form 8-K, the Press Release and the Presentation, are forward-looking statements, including those
regarding strategy, future operations, collaborations, the planned initiation, design or completion of clinical trials, anticipated sponsorship
and/or funding of clinical trials of our candidates, the likelihood that the Company will obtain clearance from regulatory authorities
to proceed with planned clinical trials, the ability to enroll subjects in clinical trials, the likelihood that preclinical or clinical
data will be predictive of future clinical results, the likelihood that clinical data will be sufficient for regulatory approval or completed
in time to submit an application for regulatory approval within a particular timeframe, the anticipated timing for regulatory submissions,
the timing of, and expectations for, any results of any preclinical or clinical studies or regulatory approvals, the likelihood of success
(including safety and efficacy) of the Company’s pipeline, including ARCT-021, ARCT-154 and ARCT-810, the potential administration
regimen or dosage, or ability to administer multiple doses of, any of the Company’s drug candidates, the Company’s efforts
to develop a vaccine against COVID-19 and therapeutic potential thereof based on the Company’s mRNA therapeutics, the Company’s
manufacturing methods and technologies, the likelihood that a patent will issue from any patent application, its current cash position
and adequacy of its capital to support future operations, and the impact of general business and economic conditions. Actual results and
performance could differ materially from those projected in any forward-looking statements as a result of many factors including, without
limitation, the ability to enroll subjects in clinical trials as a result of the COVID-19 pandemic, the impact of commercialization of
third-party COVID-19 vaccines on the design, and ability to conduct, clinical trials, the availability of manufacturing capacity and raw
materials, unexpected clinical results, government regulations impacting the regulatory environment or intellectual property landscape,
and general market conditions that may prevent such achievements or performance. 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, 2020, and in subsequent filings with, or submissions to, the SEC.

The statements made in this Current Report on
Form 8-K, the Press Release and the Presentation 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 dated August 9, 2021
99.2 | Presentation dated August 9, 2021
104 | Cover Page to this Current Report on Form 8-K in Inline XBRL

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: August 9, 2021
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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