ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (May 9, 2022)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report May 9, 2022, filed under Items 2.02 and 9.01. It states that on May 9, 2022 the company issued a press release, furnished as Exhibit 99.1, announcing the company's financial results for the quarter ended March 31, 2022 and providing a corporate update. The report says the information in Item 2.02, including the press release, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. A cautionary note lists forward-looking statements, including those regarding ARCT-154, ARCT-810 and ARCT-032. 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): May 9, 2022

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

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 May 9, 2022, 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 March 31, 2022 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 press 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, the promise of the company’s platform technologies for multiple types of nucleic acid medicines,
the likelihood of success (including safety and efficacy) of the Company’s pipeline (including ARCT-154, ARCT-810, ARCT-032 and
a STARR mRNA candidate for influenza), the likelihood that any independent verification by Arcturus, or any regulatory body’s assessment
of, of data will be consistent with the information shared by Vinbiocare from the ARCT-154 study in Vietnam, the likelihood that the clinical
results of ARCT-154 studies (including the efficacy, booster durability or other antibody responses), or any other non-clinical or clinical
data, will be predictive of future clinical results or efficacy, predictive of results against existing or future COVID variants, or sufficient
for any regulatory approval, the likelihood of regulatory clearance to proceed with, and the planned timing, design (including number
of participants), screening, enrollment, initiation or completion of, and data readouts of, a booster study of ARCT-154, a Phase 2 study
for ARCT-810, or any other clinical trials, the timing of interim data from the ARCT-810 study or any other data, the likelihood or timing
of an EUA or regulatory approval in Vietnam for ARCT-154 or for any regulatory approval, the likelihood, and timing for, a filing to proceed
with a clinical study of ARCT-032, the likelihood that a patent will issue from any patent application, its financial projections, current
cash position and expected cash burn 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 the Company’s Annual Report on Form 10-K for the year ended December
31, 2021, and in subsequent filings with, or submissions to, the SEC, which are available on the SEC’s website at www.sec.gov. 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 May 9, 2022
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: May 9, 2022
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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