Item 2.02. Results of Operations and Financial Conditions.
On August 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 June 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 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 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 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, completion and final data readouts of, our Phase 1/2 booster study of ARCT-154, our ability to enroll and
timing of enrollment of subjects in clinical trials, including the planned 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
completion (including timing) of Vinbiocare’s manufacturing facility (including actual commercial production capabilities, if any),
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 Arcturus’ most recent Annual Report on Form 10-K, most recent Quarterly Report on Form 10-Q,
and in subsequent filings with, or submissions to, the U.S. Securities and Exchange Commission (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.