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

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report November 8, 2021, filed under Item 2.02, Results of Operations and Financial Conditions. It states that on November 8, 2021 the company issued a press release, furnished as Exhibit 99.1, announcing financial results for the quarter ended September 30, 2021 and providing a corporate update. The information is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The forward-looking statements cover LUNAR-HBV, LUNAR-FLU, ARCT-021, ARCT-032, ARCT-154, ARCT-165 and ARCT-810 and manufacturing plans with a partner named as Vinbiotech. 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): November 8, 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 November 8, 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 September 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.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and the Press Release 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 and the Press
Release, are forward-looking statements, including those regarding strategy, future operations, the expectations for or likelihood of
success of any collaborations (including with respect to LUNAR-HBV), the likelihood of success (including safety and efficacy) of the
Company’s pipeline (including LUNAR-FLU, ARCT-021, ARCT-032, ARCT-154, ARCT-165 and ARCT-810), anticipated sponsorship and/or funding
of clinical trials of the Company’s candidates, the Company’s efforts to develop a vaccine against COVID-19 and therapeutic
potential thereof based on the Company’s mRNA therapeutics, the planned initiation, design or completion of clinical trials, the
likelihood that the Company will obtain clearance from regulatory authorities to proceed with future planned clinical trials, the likelihood
that preclinical or clinical data will be predictive of future clinical results (including with respect to safety, immunogenicity and
efficacy), the ability to enroll, and timing for enrollment of, subjects in clinical trials, the timing and nature of any study 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 likelihood or timing of any regulatory approval, the Company’s manufacturing plans or
technologies (including with its partner, Vinbiotech), 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. 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. These statements are only
current predictions or expectations, and are subject to known and unknown risks, uncertainties, and other factors that may cause our or
our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated
by the forward-looking statements, including those discussed under the heading "Risk Factors" in Arcturus’ most recent
Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in subsequent filings with, or submissions to, the SEC, which
are available on the SEC’s website at www.sec.gov. Except as otherwise required by law, Arcturus disclaims any intention or obligation
to update or revise any forward-looking statements made in this Current Report on Form 8-K and the Press Release, which speak only as
of the date they were made, whether as a result of new information, future events or circumstances or otherwise.

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 dated November 8, 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: November 8, 2021
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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