Form 8-K

8-K — Arcturus Therapeutics Holdings Inc.

Accession: 0001193805-26-001039

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001768224

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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 6, 2026

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.)

10285 Science Center

Drive

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 August 6, 2026, 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, 2026 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 likelihood

of success of the Company’s pipeline (including ARCT-032 and ARCT-810), the likelihood that the Company will continue to advance

its rare disease therapeutics portfolio including its inhaled mRNA therapy, the likelihood that the ARCT-032 (CF) Phase 2 study enrollment

will remain on schedule, the timing for a decision to proceed into a Phase 3 study for ARCT-032, the communication of a data and regulatory

plan for ARCT-810 and timing thereof, the likelihood that the Company will be able to increase the value of its sa-mRNA vaccine platform

including likelihood that the Company will develop, commercialize or seek partnership opportunities related to KOSTAIVE and its other

infectious disease vaccine programs, the ability of the Company to reach important clinical and regulatory milestones for its rare disease

pipeline, the likelihood that clinical data, including interim data, will be predictive of future clinical results, its current cash position

and expected cash burn and runway, 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 August 6, 2026

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.

Date: August 6, 2026

Arcturus Therapeutics Holdings Inc.

By:

/s/ Joseph E. Payne

Name:

Joseph E. Payne

Title:

Chief Executive Officer

EX-99.1

Filename: e665679_ex99-1.htm · Sequence: 2

Arcturus

Therapeutics Announces Second Quarter 2026 Financial Results and Pipeline Progress

ARCT-032 (CF) Phase

2 study enrollment remains on schedule; the decision to proceed into Phase 3 expected Q4 2026

ARCT-810 (OTC Deficiency)

Phase 2 study enrollment and dosing completed; data and regulatory plan to be communicated Q3 2026

Arcturus regains global

rights to KOSTAIVE® and infectious disease portfolio; receives $12 million in cash and $16 million in released liabilities and R&D

credits

Investor

conference call at 4:30 p.m. ET today

SAN DIEGO--(BUSINESS WIRE) -- August 6, 2026 --

Arcturus Therapeutics Holdings Inc. (the “Company”, “Arcturus”, Nasdaq: ARCT), a messenger RNA medicines

company focused on the development of liver and respiratory rare disease therapeutics, today announced its financial results for the quarter

ended June 30, 2026, and provided corporate updates.

“We are encouraged by the continued progress

of our ARCT-032 Phase 2 cystic fibrosis study, with active screening and ongoing enrollment across sites in the United States, Israel,

and Turkey. With dosing completed of all subjects in our ARCT-810 Phase 2 OTC deficiency study, we look forward to sharing the data and

regulatory plan later this quarter,” said Joseph Payne, President & CEO of Arcturus. "We are also pleased to regain strategic

control of KOSTAIVE® and our infectious disease vaccine portfolio, enhancing our ability to increase the value of our validated sa-mRNA

vaccine platform."

Recent Corporate Highlights

· ARCT-032, an inhaled mRNA therapeutic candidate

for cystic fibrosis, continues to advance in an open-label Phase 2 study in people with Class I CF mutations. Cohort 4 is evaluating 10

mg daily dosing, via inhalation, over 12 weeks and monitoring safety and evidence of early clinical benefit, including pulmonary function

measures such as ppFEV1 and lung clearance index (LCI), quality-of-life measures, and high-resolution computed tomography (HRCT) imaging.

Enrollment is advancing as expected, with active screening and enrollment in the U.S., Israel, and Turkey. Israel and Turkey are geographies

with a high prevalence of individuals with Class I/null CF mutations, supporting recruitment efforts in the ongoing study. The decision

to advance ARCT-032 into Phase 3 is expected in Q4 2026, triggering significant resources and support from Thermo Fisher.

· Arcturus announced a strategic collaboration

with Thermo Fisher Scientific to advance ARCT-032 for cystic fibrosis. Thermo Fisher will provide Phase 3 manufacturing, clinical research,

and related services. If Phase 2 yields positive results, Arcturus expects to conduct its Phase 3 program through Thermo Fisher’s

PPD™ clinical research business. Subject to regulatory approval of ARCT-032, Thermo Fisher will receive exclusive commercial manufacturing

rights under a separate commercial agreement.

· ARCT-810, an mRNA therapeutic candidate for OTC

deficiency, has completed enrollment of the ongoing Phase 2 study, and all enrolled subjects have completed study drug dosing. The Company

continues to evaluate supplementary data to inform regulatory discussions and preparation for an End-of-Phase 2 meeting regarding the

path forward across adult and pediatric development. Data and the regulatory plan for this program is expected to be communicated later

this quarter.

· Arcturus and CSL Seqirus have concluded their

sa-mRNA collaboration through a termination and settlement agreement following a joint review of the partnership. Under the agreement,

Arcturus regained global rights to KOSTAIVE® and the broader infectious disease vaccine portfolio, including seasonal influenza, pandemic

influenza, RSV, and EBV vaccine programs, subject to existing arrangements with Meiji Seika Pharma for the 2026-2027 season in Japan.

The agreement also resolves the arbitration relating to a European regulatory approval milestone payment.

o Under the agreement, CSL Seqirus will make a one-time cash payment of $12 million to Arcturus. In addition,

Arcturus will be released from liabilities associated with an R&D credit with an aggregate value of approximately $16 million.

o With strategic control of the portfolio returned to Arcturus, the Company intends to evaluate opportunities

to maximize its future value, including development, commercialization, and partnering opportunities related to KOSTAIVE®, and the

broader infectious disease vaccine portfolio.

“We remain focused on disciplined execution

and capital allocation as we advance our rare disease programs,” said Dennis Mulroy, Chief Financial Officer of Arcturus. “The

CSL Seqirus termination and settlement agreement strengthens our financial position, and the Thermo Fisher collaboration supports execution

of late-stage development for our CF program. We continue to maintain a strong balance sheet and cash runway of over two and a half years

through year end 2028, allowing our company to reach important clinical and regulatory milestones for its rare disease pipeline.”

Financial Results for the three months ended

June 30, 2026

Cash Position and

Balance Sheet

Cash and cash equivalents

were $191.5 million as of June 30, 2026, and $230.9 million on December 31, 2025, for a decrease of $39.4 million. The decrease was primarily

driven by cash used related to ongoing clinical development activities, including the continued advancement of the Company's ARCT-032

cystic fibrosis and ARCT-810 OTC deficiency programs.

Revenue in conjunction

with strategic alliances and collaborations

Revenue was $3.0 million and $5.0 million for

the three and six months ended June 30, 2026, respectively, compared with $28.3 million and $57.7 million in the comparable periods last

year. The decreases in revenue were primarily attributable to lower revenue recognized under the CSL Seqirus collaboration as the Company

progressed toward the termination of the agreement and regaining rights to KOSTAIVE® and its broader infectious disease vaccine portfolio.

Research and development expenses

Research and development expenses were $17.5 million

and $39.0 million for the three and six months ended June 30, 2026, respectively, compared with $29.6 million and $64.5 million for the

corresponding periods in 2025. The decreases were primarily driven by lower research and development spending including reduced salaries,

wages, benefits and facilities costs as the Company continued to advance its highest-priority programs while maintaining a disciplined

approach to capital allocation.

General and administrative expenses

General and administrative expenses were $11.0

million and $20.5 million for the three and six months ended June 30, 2026, respectively, compared with $10.3 million and $21.7 million

in the comparable periods last year. Overall, general and administrative expenses remained relatively consistent across periods with a

slight quarter-to-date increase due to legal fees partly offset by reduced salaries, wages, benefits and facilities costs.

Net loss

Net loss was $23.8 million and $50.7 million for

the three and six months ended June 30, 2026, or a net loss per share of $0.84 and $1.79, compared to a net loss of $9.2 million and $23.3

million for the three and six months ended June 30, 2025, or a net loss per share of $0.34 and $0.86.

Earnings Call: Thursday, August 6, 2026 @ 4:30

p.m. ET

· Domestic: 1-800-347-6865

· International: 1-203-518-9757

· Conference ID: ARCTURUS

· Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1769554&tp_key=96c7f551a6

About Arcturus

Founded

in 2013 and based in San Diego, California, Arcturus Therapeutics Holdings Inc. (Nasdaq: ARCT) is a messenger RNA medicines

company focused on the development of liver and respiratory rare disease therapeutics with enabling technologies: (i) LUNAR® lipid-mediated

delivery, (ii) STARR® mRNA technology (sa-mRNA) and (iii) mRNA drug substance along with drug product manufacturing expertise. Arcturus

developed KOSTAIVE®, the first self-amplifying messenger RNA (sa-mRNA) COVID vaccine in the world to be approved. Arcturus' strategic

collaborations include Thermo Fisher Scientific for ARCT-032 manufacturing and development, BARDA for pandemic influenza initiatives,

and ARCALIS, a Japanese joint venture focused on manufacturing mRNA vaccines and therapeutics. Arcturus’ pipeline includes RNA therapeutic

candidates to potentially treat cystic fibrosis (CF) and ornithine transcarbamylase (OTC) deficiency. Arcturus’ versatile RNA therapeutics

platforms can be applied toward multiple types of nucleic acid medicines including messenger RNA, small interfering RNA (siRNA), circular

RNA, antisense RNA, self-amplifying RNA, DNA, and gene editing therapeutics. Arcturus' technologies are covered by its extensive patent

portfolio (over 500 patents and patent applications in the U.S., Europe, Japan, China, and other countries). For more

information, visit www.ArcturusRx.com. Please connect with us on X and LinkedIn.

Forward Looking Statements

This

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 press

release, are forward-looking statements, including those regarding strategy, future operations, the likelihood of success of the Company’s

pipeline (including ARCT-032 and ARCT-810), the likelihood that the Company will continue to advance its rare disease therapeutics portfolio

including its inhaled mRNA therapy, the likelihood that the ARCT-032 (CF) Phase 2 study enrollment will remain on schedule, the timing

for a decision to proceed into a Phase 3 study for ARCT-032, the communication of a data and regulatory plan for ARCT-810 and timing thereof,

the likelihood that the Company will be able to increase the value of its sa-mRNA vaccine platform including likelihood that the Company

will develop, commercialize or seek partnership opportunities related to KOSTAIVE and its other infectious disease vaccine programs, the

ability of the Company to reach important clinical and regulatory milestones for its rare disease pipeline, the likelihood that clinical

data, including interim data, will be predictive of future clinical results, its current cash position and expected cash burn and runway,

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.

ARCTURUS THERAPEUTICS HOLDINGS INC. AND ITS

SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,

2026

December 31,

2025

(in thousands, except par value information)

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 191,483

$ 230,909

Accounts receivable

1,813

5,564

Prepaid expenses and other current assets

3,865

4,973

Total current assets

197,161

241,446

Property and equipment, net

5,363

6,736

Operating lease right-of-use assets, net

19,758

21,081

Non-current restricted cash

2,028

1,885

Total assets

$ 224,310

$ 271,148

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$ 4,414

$ 4,235

Accrued liabilities

22,846

23,898

Deferred revenue

6,276

8,246

Total current liabilities

33,536

36,379

Operating lease liabilities, net of current portion

18,966

20,784

Total liabilities

52,502

57,163

Stockholders’ equity

Common stock, $0.001 par value; 60,000 shares authorized; issued and

outstanding shares were 28,423 at June 30, 2026 and 28,414 at December 31, 2025

Additional paid-in capital

737,119

728,547

Accumulated deficit

(565,339 )

(514,590 )

Total stockholders’ equity

171,808

213,985

Total liabilities and stockholders’ equity

$ 224,310

$ 271,148

ARCTURUS THERAPEUTICS HOLDINGS INC. AND ITS

SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(unaudited)

Three Months Ended

Six Months Ended

June 30,

(in thousands, except per share data)

2026

2025

2026

2025

Revenue:

Collaboration revenue

$ 880

$ 24,510

$ 1,490

$ 49,987

Grant revenue

2,079

3,791

3,530

7,696

Total revenue

2,959

28,301

5,020

57,683

Operating expenses:

Research and development, net

17,515

29,579

39,042

64,471

General and administrative

10,989

10,338

20,454

21,654

Total operating expenses

28,504

39,917

59,496

86,125

Loss from operations

(25,545 )

(11,616 )

(54,476 )

(28,442 )

Finance income, net

1,819

2,567

3,751

5,339

Other expense

(59 )

(127 )

(24 )

(149 )

Net loss before income taxes

(23,785 )

(9,176 )

(50,749 )

(23,252 )

Provision for income taxes

—

Net loss

$ (23,785 )

$ (9,180 )

$ (50,749 )

$ (23,256 )

Net loss per share, basic and diluted

$ (0.84 )

$ (0.34 )

$ (1.79 )

$ (0.86 )

Weighted-average shares outstanding, basic and diluted

28,423

27,129

28,422

27,118

Comprehensive loss:

Net loss

$ (23,785 )

$ (9,180 )

$ (50,749 )

$ (23,256 )

Comprehensive loss

$ (23,785 )

$ (9,180 )

$ (50,749 )

$ (23,256 )

Contacts

Arcturus Therapeutics

Public Relations & Investor Relations

Neda Safarzadeh

VP, Head of IR/PR/Marketing

(858) 900-2682

IR@ArcturusRx.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration