ARCTURUS THERAPEUTICS HOLDINGS INC. Form 8-K (Aug. 31, 2022)

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report August 31, 2022, filed under Item 1.01. It states that on August 31, 2022 the company entered into a cost reimbursement contract with the Biomedical Advanced Research and Development Authority (BARDA) of the U.S. Department of Health and Human Services to support development of a low-dose pandemic influenza candidate based on the proprietary self-amplifying messenger RNA-based vaccine platform. The contract covers a period of three years and provides for reimbursement of permitted costs up to $63.2 million. It does not include the purchase of any pandemic influenza vaccine that eventually may be developed, and BARDA may terminate it at any time under specified circumstances, including for convenience. The signature block shows /s/ Joseph E. Payne.

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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 31, 2022

ARCTURUS
THERAPEUTICS HOLDINGS INC.

(Exact
name of registrant as specified in its charter)

Delaware | 001-38942 | 33-0595345
(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 1.01 Entry Into a Material Definitive Agreement.

On August 31, 2022, Arcturus Therapeutics Holdings
Inc. (“Arcturus”) entered into a cost reimbursement contract (the “Contract”) with the Biomedical Advanced Research
and Development Authority (“BARDA”) of the U.S. Department of Health and Human Services to support the development of a low-dose
pandemic influenza candidate based on Arcturus’ proprietary self-amplifying messenger RNA-based vaccine platform.

The Contract is to support Arcturus’ non-clinical
and pre-clinical development, early-stage clinical development through Phase 1, and associated drug product manufacturing, regulatory
and quality-assurance activities over a period of three years. The Contract provides for reimbursement by BARDA of Arcturus’ permitted
costs incorporated into the Contract, up to $63.2 million. The Contract does not include the purchase of any pandemic influenza vaccine
that eventually may be developed. The Contract is terminable by BARDA at any time under specified circumstances, including for convenience.

This “partnership” with Arcturus is
part of BARDA’s ongoing efforts to bolster pandemic preparedness and response capabilities by investing in innovative medical counter-measures
that can help prevent the medical consequences that result from outbreaks caused by pandemic influenza and emerging infectious diseases.

The foregoing is only a summary of the material
terms of the Contract, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified
in its entirety by reference to the Contract that will be filed as an exhibit to Arcturus’ Quarterly Report on Form 10-Q for the
quarter ending September 30, 2022.

(d) Exhibits.

Exhibit No. | Description of Exhibit
99.1 | Press Release dated August 31, 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: September 1, 2022
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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