Arcturus Therapeutics Holdings Inc.

Current report

We may not realize the anticipated benefits of our acquisition of myNEO, and the acquisition and integration of myNEO may disrupt our business.

Current report

On October 15, 2026, we completed our acquisition of myNEO, an artificial intelligence discovery company based in Belgium. The success of the acquisition will depend on our ability to integrate myNEO’s personnel, technology and operations, retain key myNEO personnel, several of whom have transitioned to consulting arrangements with us, and successfully apply myNEO’s computational engine to our mRNA design and target identification efforts. myNEO’s technology has not been validated in the development of an approved product, and there can be no assurance that it will improve the quality, speed or success of our research and development programs. The integration of myNEO may require significant management attention and resources, may involve unanticipated costs, liabilities or delays, and may expose us to risks associated with operating in a foreign jurisdiction, including compliance with data privacy, employment and tax laws. In addition, we issued unregistered shares of our common stock as part of the closing consideration and may issue additional shares in satisfaction of contingent milestone payments, which would result in dilution to our existing stockholders, and the sale of such shares into the public market following any applicable holding period could adversely affect the market price of our common stock. If we are unable to integrate myNEO successfully or realize the anticipated benefits of the acquisition, our business, financial condition and results of operations could be adversely affected.

Current report

Geopolitical risks associated with ongoing wars and armed conflicts could have an adverse impact on our business, financial condition and results of operations, including our clinical trials.

Current report

Geopolitical developments related to ongoing global conflicts and tensions are sources of uncertainty and risk, and may cause disruptions to global or regional markets, supply chains or operations in applicable regions, including those related to conflicts in the Middle East. We have and may continue to evaluate and engage in activities, including engagement of clinical sites, in the Middle East. Conflicts in the Middle East could disrupt operations of companies doing business in the region, including in Israel. Any significant changes in the political, economic, financial, competitive, legal and regulatory or reimbursement conditions where we conduct, or plan to expand, our international operations may have a material impact on our business, financial condition or results of operations.

Previous report

Lance Kurata, our Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement as of May 15, 2026. Mr. Kurata's trading arrangement provides for the exercise of options to purchase up to 30,000 shares of common stock and the subsequent sale of up to an aggregate of 30,000 shares of common stock, beginning on August 14, 2026 and ending on March 31, 2027.

Previous report

Dr. Padmanabh Chivukula, Chief Scientific Officer and Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement on May 14, 2026. Dr. Chivukula’s trading arrangement provides for the sale of up to an aggregate of 60,000 shares of common stock, beginning on August 14, 2026 and ending on December 31, 2027.

Previous report

Termination of Vaccine Collaboration with CSL Seqirus

Previous report

On August 3, 2026, we entered into the Termination Agreement with CSL Seqirus pursuant to which we mutually terminated the CSL Collaboration Agreement, effective as of such date. Under the Termination Agreement, we received a one-time cash payment of $12.0 million from CSL Seqirus. In addition, we were released from a liability and from repayment of an R&D credit with an aggregate value of approximately $16 million.

Previous report

As a result of the termination, we regained strategic control of our vaccine portfolio, including KOSTAIVE® and our vaccine programs for seasonal influenza, pandemic influenza, RSV and EBV, subject to ongoing arrangements with Meiji Seika Pharma (“Meiji”) for the Northern Hemisphere 2026-2027 season, which is expected to end on or around June 30, 2027. Beginning with the Northern Hemisphere 2027–2028 season, we expect to work directly with Meiji for KOSTAIVE® activities in Japan.

Previous report

We are obligated to pay CSL Seqirus single-digit royalties and revenue-sharing payments on our future commercialization of vaccine products formerly licensed under the CSL Collaboration Agreement and successor products, where certain CSL Seqirus intellectual property is incorporated into such products, subject to agreed terms and conditions and applicable time limitations. With respect to certain of the vaccine products, we are obligated to pay a percentage of upfront payments received from future licensees up to pre-agreed amounts.

Previous report

As a result of the termination, we expect deferred revenue from CSL Seqirus of approximately $5.2 million associated with remaining performance obligations under the CSL Collaboration Agreement to be recognized during the third quarter of 2026.

Previous report

In connection with the termination, the parties agreed to dismiss the arbitration and exchanged mutual releases of claims. See “Part II – Other Information – Item 1. Legal Proceedings” for more information.

Previous report

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which the Company intends to file with the Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.