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.