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

Summary

Current report on Form 8-K of Arcturus Therapeutics Holdings Inc., date of report November 9, 2022, filed under Items 2.02 and 9.01. It states that on November 9, 2022 the company issued a press release, furnished as Exhibit 99.1, announcing the company's financial results for the quarter ended September 30, 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 covers forward-looking statements, including those about the collaboration with CSL Seqirus and the contract with BARDA. 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): November
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 November 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 September 30, 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, including the press release, contains
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, are
forward-looking statements, including those regarding strategy, future operations, the likelihood of success of the Company’s pipeline
(including ARCT-032, ARCT-810 and ARCT-154) the expectations for beginning the collaboration with CSL Seqirus, including receiving clearance
under the Hart-Scott-Rodino Antitrust Improvements Act and satisfying other closing conditions, or the likelihood of success of the collaboration
with CSL Seqirus or any collaborations including the achievement of any milestones or other payments, the future activities under
and fulfillment of the Company’s contract with BARDA, the ability of the Company’s influenza vaccine program to support U.S.
government pandemic preparedness goals, the likelihood that preclinical (including for ARCT-032 therapeutic candidate) or clinical data
will be predictive of future clinical results, the anticipated timing for filing of a CTA for ARCT-032, the ability of the Company to
initiate, enroll and execute clinical trials (including the ARCT-810 trial), or to obtain clinical results for the ARCT-810 trial by 2023,
the timing for sharing interim ARCT-810 clinical data or announcing additional liver therapeutic programs , the likelihood that results
to date for ARCT-154 or any other clinical candidate will be predictive of future clinical results, including with respect to future variants
of concern or sufficient for regulatory approval, the timing and nature of any study results, the potential administration regimen or
dosage, or ability to administer multiple doses of, any of the Company’s drug candidates, the likelihood that a patent will issue
from any patent application, its 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 Arcturus’ most recent
Annual Report on Form 10-K, 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, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or
otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description of Exhibit
99.1 | Press Release dated November 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: November 9, 2022
By: | /s/ Joseph E. Payne
Name: | Joseph E. Payne
Title: | Chief Executive Officer

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