−Removed: We are a messenger RNA medicines company focused on the development of infectious disease vaccines and opportunities within liver and respiratory rare diseases.
−Removed: We developed the world’s first approved self-amplifying messenger RNA (sa-mRNA) vaccine, KOSTAIVE ® (“KOSTAIVE”).
−Removed: KOSTAIVE achieved approval in Japan in 2023 as a vaccine against COVID-19.
−Removed: Sales of KOSTAIVE began in Japan in October 2024, marking our transition to a commercial stage company.
−Removed: We have several key platform technologies that we leverage to develop and advance a pipeline of mRNA-based vaccines and therapeutics for infectious diseases and for rare genetic disorders with significant unmet medical needs.
+Added: We are a messenger RNA medicines company focused on the development of liver and respiratory rare disease therapeutics.
+Added: We have ongoing Phase 2 clinical studies for our RNA therapeutic candidates to potentially treat ornithine transcarbamylase (OTC) deficiency and cystic fibrosis (CF).
+Added: We developed the world’s first approved self-amplifying messenger RNA (sa-mRNA) vaccine, KOSTAIVE ® (“KOSTAIVE”), which we have partnered with Seqirus, Inc.
+Added: (“CSL Seqirus”), a part of CSL Limited.
+Added: KOSTAIVE has achieved approval in Japan, the European Union and the United Kingdom as a vaccine against COVID-19, and sales of KOSTAIVE began in Japan in October 2024.
+Added: We have several key platform technologies that we leverage to develop and advance a pipeline of mRNA-based therapeutics for rare genetic disorders with significant unmet medical needs and vaccines for infectious diseases.
Current mRNA medicines have two critical components:
the messenger RNA (“mRNA”) constructs and the lipid nanoparticles (“LNP”) which help deliver the mRNA to disease-relevant target tissues.
−Removed: We believe we are among the world leaders in both areas.
We have extensive expertise in the design and optimization of mRNA constructs, including with respect to a type of mRNA technology known as self-amplifying mRNA (sa-mRNA).
−Removed: Our proprietary self-amplifying mRNA technology platform, or STARR ® (“STARR”), has been demonstrated to induce a longer-lasting and broader humoral immune response at lower dose levels than conventional mRNA-based vaccines.
−Removed: Our proprietary LNP delivery system, LUNAR ® (“LUNAR”), is intended to address the major hurdle in RNA drug development, namely the effective and safe delivery of RNA therapeutics to disease-relevant target tissues.
+Added: Our proprietary self-amplifying mRNA technology platform, or STARR ® (“STARR”), has been demonstrated to induce a robust, longer-lasting and broader humoral immune response at lower dose levels than conventional mRNA-based vaccines.
+Added: Our proprietary LNP delivery system, LUNAR ® (“LUNAR”), is intended to address the major hurdle in RNA drug development, namely the effective and safe delivery of RNA to disease-relevant target tissues.
LUNAR may enable multiple nucleic acid medicines.
−Removed: The approval of KOSTAIVE in Japan was a significant milestone which validates our LUNAR and STARR platforms, as well as sa-mRNA more generally as a meaningful modality.
−Removed: Finally, we have significant expertise and valuable know-how in the development and scalability of complex and robust manufacturing processes required to deliver the next generation of nucleic acid medicines.
+Added: We also have significant expertise and valuable know-how in the development and scalability of complex and robust manufacturing processes required to deliver the next generation of nucleic acid medicines.
Our internal pipeline includes RNA therapeutic candidates to potentially treat ornithine transcarbamylase (OTC) deficiency and cystic fibrosis (CF), both rare diseases.
−Removed: In our vaccine program, we have partnered with Seqirus, Inc.
−Removed: (“CSL Seqirus”), a part of CSL Limited and one of the world’s leading influenza vaccine providers, on the development and commercialization of mRNA vaccines for COVID-19, influenza and certain other infectious diseases.
−Removed: We made significant progress in 2024.
−Removed: Commercial sales of KOSTAIVE began in October 2024 in Japan by Meiji Seika Pharma (“Meiji”), CSL Seqirus’ exclusive partner in Japan, marking the first commercial sales of an Arcturus-developed product.
−Removed: In February 2025, we received approval of KOSTAIVE from the European Commission (EC), which provided further validation of our platform by another significant regulatory authority.
+Added: In our vaccine program, we have partnered with CSL Seqirus, one of the world’s leading influenza vaccine providers, on the development and commercialization of mRNA vaccines for COVID-19, influenza and three other infectious diseases.
+Added: In CSL Limited’s half-year results presented on February 11, 2026, CSL Limited reported an accounting write-down of approximately $430 million attributable to our collaboration agreement with CSL Seqirus, citing declining COVID-19 disease burden and more onerous U.S.
+Added: regulatory requirements.
+Added: In our CF program, we enrolled and completed dosing in the three initially planned cohorts of our Phase 2 multiple ascending dose study of ARCT-032, confirming the safety and tolerability of ARCT-032 dosed daily for four weeks.
+Added: This study was initiated in December 2024 and was designed to identify a safe and effective dose regimen in those with Class I (null) CFTR mutations and people with CF who do not benefit from CFTR modulators.
+Added: In the study, six CF adults with Class I CFTR mutations inhaled 10 mg doses of ARCT-032 daily over 28 days.
+Added: Interim results released in October 2025 demonstrated that the treatment was generally safe and well tolerated.
+Added: Treatment-related adverse events (AEs) that were identified in the single-dose Phase 1 study were also observed in some participants for the first few doses but ceased with continued dosing.
+Added: Bronchospasm has not been reported in this study thus far, neither with nor without albuterol pretreatment.
+Added: One serious adverse event (SAE) occurred in a participant after the end of the dosing period.
+Added: The safety review committee found no convincing evidence that the SAE is related to ARCT-032 and approved the study to proceed.
+Added: We intend to initiate a 12-week safety and preliminary efficacy study in up to 20 CF participants in the first half of 2026, after the third cohort completes treatment.
+Added: ARCT-032 has received Orphan Drug Designation by the U.S.
+Added: Food and Drug Administration (the “FDA”) and Orphan Medicinal Product Designation by the European Medicines Agency (the “EMA”) for the treatment of CF, and Rare Pediatric Disease Designation from the FDA.
KOSTAIVE is the brand name approved in Japan and Europe for ARCT-154, which is the version of the sa-mRNA COVID vaccine encoding the ancestral strain of SARS-CoV-2, and also for updated variant-specific versions of this vaccine.
We may use KOSTAIVE or the specific internally generated name, such as ARCT-154, ARCT-2301 and ARCT-2303, to identify a version of the vaccine.
−Removed: We initiated dosing in a Phase 1 clinical trial of a novel seasonal influenza sa-mRNA vaccine candidate under our collaboration with CSL Seqirus in January 2024.
+Added: In our OTC program, we have continued to conduct a Phase 2 double-blind multiple-dose study of ARCT-810.
+Added: Five patients with OTC deficiency have now completed dosing, and a sixth patient has initiated dosing.
+Added: A type C meeting with the FDA to discuss our plans for a proposed future pediatric study under the RDEP (Rare Disease
+Added: Evidence Principles) is scheduled for the first half of 2026.
+Added: ARCT-810 has received Orphan Drug Designation from the FDA and Orphan Medicinal Product Designation from the EMA for treatment of OTC deficiency, as well as Fast Track Designation and Rare Pediatric Disease Designation from the FDA.
+Added: Commercial sales of KOSTAIVE began in October 2024 in Japan by Meiji Seika Pharma, Ltd.
+Added: (“Meiji”), CSL Seqirus’ exclusive partner in Japan, marking the first commercial sales of an Arcturus-developed product.
+Added: In September 2025, Meiji launched a new presentation of KOSTAIVE in Japan.
+Added: The product is a 2-dose vial lyophilized presentation incorporating the updated XEC variant strain.
+Added: Approval for offshore manufacturing of the 2-dose vial lyophilized presentation was granted by Japan in August 2025, followed by approval for onshore manufacturing in January 2026.
+Added: KOSTAIVE was approved by the European Commission (EC) in February 2025 and by the United Kingdom in January 2026, providing further validation of our platform by additional significant regulatory authorities.
In December 2024, we initiated dosing of an sa-mRNA vaccine candidate against pandemic avian influenza (bird flu) in a Phase 1 trial funded by the Biomedical Advanced Research and Development Authority (“BARDA”).
−Removed: In our OTC program, we completed dosing of eight subjects in August 2024 in a Phase 2 double-blind multiple-dose study of ARCT-810.
−Removed: In the second quarter of 2024, we expanded the Phase 2 clinical program of ARCT-810 with an open-label, multiple-dose study which initiated dosing in December 2024.
−Removed: ARCT-810 has received Orphan Drug Designation from the FDA and Orphan Medicinal Product Designation from the European Medicines Agency (the “EMA”) for treatment of OTC deficiency, as well as Fast Track Designation and Rare Pediatric Disease Designation from the FDA.
−Removed: In our CF program, we initiated dosing in December 2024 in a Phase 2 multiple ascending dose study of ARCT-032 designed to identify a safe and effective dose in people with Class I (null) CFTR mutations and other CF patients who do not benefit from CFTR modulators.
−Removed: In July 2024, we completed dosing and follow-up visits for seven participants in a safety and tolerability Phase 1b clinical study in New Zealand of ARCT-032 in adults with CF.
−Removed: ARCT-032 has received Orphan Drug Designation by the FDA and Orphan Medicinal Product Designation by the EMA for the treatment of CF, and Rare Pediatric Disease Designation from the FDA.
+Added: The study results were received in the second half of 2025, indicating a favorable tolerability and safety profile and the ability to induce a robust and durable humoral immune response in young and older adults.
We also improved our platform technologies and advanced our early-stage research activities and manufacturing process development and operations.
−Removed: We conducted exploratory platform development activities, including the evaluation of genome editing, and new targeting approaches, where our LUNAR and STARR platforms could potentially be useful for identification and development of additional products for our portfolio.
−Removed: Also, with our sourcing partners, we manufactured cGMP (current good manufacturing practices) batches yielding significant quantities of clinical trial materials for global studies of our candidates, and with our collaborator, CSL Seqirus, we have established commercial production processes for the COVID-19 vaccine program.
+Added: We conducted exploratory platform development activities, including the evaluation of genome editing, and new targeting approaches, where our LUNAR and STARR platforms could be useful for identification and development of additional products for our portfolio.
Nucleic Acid Medicines and an Introduction to Arcturus’ Platform Technologies
2 unchanged sentences
Some of these medicines function by providing the means for producing a deficient yet vital protein in vivo.
−Removed: Within a cell, DNA carries the blueprint, in the form of genes, from which all proteins necessary for life are encoded.
+Added: Within a cell, DNA carries the blueprint, in the form of genes, which encode critical proteins necessary for life.
Each gene’s code is transcribed into a nucleic acid molecule called mRNA, which informs the cell’s own machinery how to organize amino acid building blocks to make one or more proteins needed for normal biological function.
2 unchanged sentences
• to introduce a gene product (e.g., mRNA or DNA) that encodes for a functional protein to replace an absent or defective protein;
−Removed: • to restore a functional protein by genomic DNA editing of the corresponding gene resulting in the correction of the mRNA sequence;
+Added: • to restore a functional protein by genomic DNA editing of the corresponding gene or RNA editing resulting in the correction of the mRNA sequence;
• to reduce the amount of a target protein in a patient by binding to and destroying the associated target mRNA (antisense DNA or small interfering RNA (“siRNA”));
2 unchanged sentences
A key challenge for nucleic acid medicines is the safe and effective delivery of the nucleic acid molecule into cells.
−Removed: In addition to enabling uptake of the medicine into cells, the nucleic acids delivery vehicle seeks to protect the nucleic acid from degradation prior to cell entry and to release the nucleic acid payload inside the cell.
+Added: In addition to enabling uptake of the medicine into cells, the nucleic acid delivery vehicle seeks to protect the nucleic acid from degradation prior to cell entry and to release the nucleic acid payload inside the cell.
Arcturus has developed a novel lipid-mediated delivery system called LUNAR.
3 unchanged sentences
LUNAR is designed to address technical challenges facing the delivery of nucleic acid medicines into cells.
−Removed: We continue to expand our library of proprietary synthetic lipids, termed ATX, with over 300 to date.
−Removed: Our preclinical studies have shown that formulations can be customized for the indication and target cell type of interest, and we have also demonstrated that our proprietary formulation process is scalable and reproducible.
+Added: We continue to expand our library of proprietary synthetic lipids, known as ATX, to over 300 to date.
+Added: preclinical studies have shown that formulations can be customized for the indication and target cell type of interest, and we have also demonstrated that our proprietary formulation process is scalable and reproducible.
Our LUNAR platform is described in more detail below.
1 unchanged sentence
When combined with a delivery system, such as our lipid-mediated delivery system LUNAR, the STARR technology has the potential to generate a protective immune response or drive therapeutic protein expression to prevent against or treat a variety of diseases.
−Removed: Self-amplifying RNA-based prophylactic vaccines developed with STARR trigger rapid and prolonged antigen expression within host cells which may provide protective immunity against infectious pathogens.
−Removed: We have clinically shown that the combination of LUNAR and STARR technology can result in lower dose requirements with superior immune response and sustained protein expression compared to conventional RNA-based vaccines, which may enable production of greater volumes of vaccine doses more quickly.
+Added: Self-amplifying RNA-based prophylactic vaccines developed with STARR trigger rapid and prolonged antigen expression in host cells, which may provide protective immunity against infectious pathogens.
+Added: We have shown in clinical trials that combining LUNAR and STARR technologies can reduce dose requirements, deliver a superior immune response, and sustain protein expression compared with conventional RNA-based vaccines, potentially enabling faster production of larger volumes of vaccine doses.
(i) Commercialized in Japan;
+Added: approved by the European Commission and the United Kingdom
+Added: Rare Disease Program
+Added: The Orphan Drug Act of 1983 (the “Orphan Drug Act”) defines a rare disease as a disease affecting fewer than 200,000 individuals in the United States.
+Added: According to the National Institutes of Health (“NIH”), there are approximately 10,000 such diseases that, together, affect nearly 30 million people in the United States.
+Added: The European Union (the “EU”) defines a rare disease as having a prevalence of fewer than five in 10,000 people.
+Added: Collectively, these disorders affect between 6% and 7% of the population in the developed world.
+Added: There is a pressing need for new medicines for rare diseases as few of the 10,000 known rare diseases have approved treatments.
+Added: Biopharmaceutical industry researchers are making great progress in the fight against some rare diseases as innovative science has opened new opportunities.
+Added: More than 770 medicines have been approved by the FDA since the enactment of the Orphan Drug Act and more than 800 medicines are currently in clinical development.
+Added: Despite recent progress, there is more work to be done to overcome the scientific, operational, and financial challenges that arise.
+Added: We believe our technology should provide an excellent platform to address genetically inherited rare diseases.
+Added: Specifically, we are focusing on developing medicines to treat people with rare respiratory and liver diseases who currently have limited or no treatment options.
+Added: Rare Disease Program - LUNAR-CF (Cystic Fibrosis)
+Added: The LUNAR-CF program addresses cystic fibrosis (CF) lung disease, a progressive disorder caused by mutations in the CF transmembrane conductance regulator (CFTR) gene.
+Added: ARCT-032, our lead development candidate for the treatment of CF, uses our LUNAR platform to deliver a codon-optimized CFTR mRNA into airway epithelial cells.
+Added: This allows airway cells to produce functional human CFTR protein using native translational machinery and protein trafficking pathways which could result in the treatment of the underlying defect
+Added: that causes CF lung disease, regardless of the specific mutation.
+Added: The Cystic Fibrosis Foundation (the “CFF”) has partnered with us to support the development of this therapy.
+Added: ARCT-032 represents the first LUNAR-based mRNA therapeutic delivered by the inhaled route, offering direct delivery to the affected airways to restore functional CFTR.
+Added: There are close to 40,000 children and adults living with CF in the United States (and an estimated 105,000 people have been diagnosed with CF across 94 countries).
+Added: CF can affect people of every racial and ethnic group.
+Added: Approximately 800 people are newly diagnosed with CF each year in the United States.
+Added: CF is caused by more than 2,000 known mutations in the CFTR gene.
+Added: These mutations have been grouped into several different classes based on the mechanism by which they cause reduction in the production and/or function of the CFTR protein.
+Added: When CFTR is absent or defective, the airway surfaces become dehydrated and coated with a layer of thick mucus that clogs the airways, causing difficulty breathing and often resulting in chronic infections, exaggerated inflammation, structural airway damage, and other serious complications in the lungs.
+Added: CF is a multi-system disease that may also affect the pancreas, intestines, liver, sinuses, reproductive tract, and sweat glands.
+Added: The median predicted survival of CF patients has dramatically improved since the introduction of highly effective CFTR modulators, and is approximately 65 years for those born between 2020-2024 in the United States.
+Added: However, for those people with CF who are not eligible or otherwise cannot take modulators, the predicted survival remains much lower, and the cause of most of the mortality and morbidity is due to the lung disease.
+Added: Current non-curative therapies for CF lung disease are directed towards treating symptoms and preventing the progression of the disease.
+Added: These treatments include aerosolized mucolytics, antibiotics, and airway clearance techniques that are time-consuming and represent a significant treatment burden for people with CF.
+Added: Many CF patients ultimately suffer from a critical decline in lung function and require lung transplants.
+Added: The FDA has approved several CFTR modulator therapies (Kalydeco ® , Orkambi ® , Symdeko ® , Trikafta ® , and Alyftrek ® ) that assist certain classes of abnormal CFTR protein to reach the cell membrane and/or increase functional ion channel activity.
+Added: The CFTR modulators, while effective in many patients, are mutation-specific and therefore are not effective in all persons with CF.
+Added: Other treatments are required to target Class I mutations (no CFTR produced;
+Added: approximately 10% of CF cases worldwide), and people who are intolerant or have poor response to CFTR modulator therapies.
+Added: We are initially focusing ARCT-032 on these groups of patients, as they currently have the highest unmet need for CF therapies.
+Added: ARCT-032 has received Orphan Drug Designation by the FDA and Orphan Medicinal Product Designation by the EMA.
+Added: The FDA also granted Rare Pediatric Disease Designation for ARCT-032.
+Added: The Rare Pediatric Disease Designation is designed to recognize rare pediatric diseases in which the serious or life-threatening manifestations primarily affect patients from birth to 18 years of age.
+Added: With this designation, if ARCT-032 achieves approval for a pediatric indication in the original rare pediatric disease product application in the United States, Arcturus (or the sponsor of ARCT-032) is eligible to receive a voucher for priority review of a subsequent marketing application for a different product.
+Added: In 2023, we successfully completed a safety and tolerability Phase 1 single ascending dose study of ARCT-032 (LUNAR-CF), our mRNA therapeutic candidate for CF.
+Added: Thirty-two healthy participants (eight subjects in each of four dose cohorts) received a single inhaled dose of ARCT-032.
+Added: Subsequently, seven CF adults received two administrations of ARCT-032 separated by two days in a Phase 1b study extension.
+Added: In the Phase 1/1b clinical study, ARCT-032 was generally safe and well tolerated in both the healthy volunteers and the participants with CF.
+Added: Of the seven total CF participants in the Phase 1b study, six were being treated with CFTR modulators while one subject had Class I mutations that do not benefit from modulator therapy.
+Added: No serious or severe adverse events (SAEs) were observed, and the safety profile was similar between healthy volunteers and CF participants.
+Added: Mild, transient events of elevated temperature or feeling hot accompanied by other nonspecific symptoms were observed at dose levels that are higher than those planned for the Phase 2 study.
+Added: In the CF subjects, lung function measured over eight days did not demonstrate a discernable pattern or safety concern after two doses of ARCT-032.
+Added: Preliminary findings from the study were presented at the European CF Society Conference in June 2024 in Glasgow, Scotland, and at the North American CF Conference in September 2024 in Boston, MA.
+Added: In December 2024, we initiated dosing in our ARCT-032 Phase 2 multiple ascending dose study designed to identify a safe and effective dose in Class I (null) and other CF participants who do not benefit from CFTR modulators.
+Added: This study is supported by safety and tolerability data collected in healthy volunteers (N = 32) and the
+Added: two-administration Phase 1b study in CF adults.
+Added: The initial three dose cohorts are fully enrolled, with each participant in the Phase 2 CF study (NCT06747858) receiving daily treatments of ARCT-032 over a period of 28 days.
+Added: On October 21, 2025, we announced interim results from the ongoing Phase 2 clinical trial of ARCT-032 for CF.
+Added: In the second cohort of the study, six Class I CF adults received inhaled 10 mg doses of ARCT-032 daily over 28 days.
+Added: High-resolution computed tomography (HRCT) lung scans analyzed using FDA 510(k)-cleared AI technology, revealed reductions in mucus burden in four of six Class I CF participants.
+Added: The treatment was generally safe and well tolerated.
+Added: Bronchospasm was not reported in these participants, either with or without pretreatment with a bronchodilator.
+Added: Treatment related AEs that were identified in the single-dose Phase 1 study were also observed in some participants for the first few doses but ceased with continued dosing.
+Added: One SAE occurred in a participant after the end of the dosing period.
+Added: The safety review committee found no convincing evidence that the SAE was related to ARCT-032 and approved the study to proceed.
+Added: The third cohort is ongoing and has enrolled four subjects to determine if there is a different response at 15 mg daily over 28 days and if ARCT-032 continues to be generally safe and well tolerated.
+Added: A fourth cohort is planned to begin enrollment of up to 20 adults with CF to explore safety, tolerability, and efficacy of ARCT-032 administered for 12 weeks.
+Added: In December 2025, we published our preclinical data of the ARCT-032 study.
+Added: This study demonstrates that LUNAR lipid nanoparticles effectively deliver human CFTR mRNA to airway epithelia, restoring chloride channel function and mucociliary clearance in primary human cystic fibrosis cells and a ferret model of the disease.
+Added: Rare Disease Program – ARCT-810 (LUNAR-OTC)
+Added: The LUNAR-OTC development program addresses ornithine transcarbamylase (OTC) deficiency, a rare, life-threatening, genetic disease caused by mutations in the OTC gene that lead to dysfunctional or deficient OTC.
+Added: OTC deficiency is the most common of the urea cycle disorders, a group of inherited metabolic disorders that are associated with reduced ability to eliminate ammonia from the body.
+Added: There are over 5,000 people with OTC deficiency in the United States, and the prevalence is approximately one in 14,000 to one in 77,000 people worldwide.
+Added: Ammonia is a toxic waste product produced from the breakdown of protein.
+Added: OTC is a critical enzyme in the urea cycle, which takes place in liver cells and converts ammonia to harmless urea which is eliminated by the kidneys.
+Added: In patients with OTC deficiency, ammonia accumulates in the blood and is toxic to the brain and liver.
+Added: Symptoms of high ammonia levels include vomiting, headaches, coma and death.
+Added: OTC deficiency can cause developmental problems, seizures and death in newborn babies.
+Added: As an X-linked disorder, OTC deficiency tends to be more severe in males, though female carriers are often affected.
+Added: Patients with less severe symptoms may present later in life, as adults.
+Added: Currently no cure exists for OTC deficiency apart from liver transplant;
+Added: however, this treatment comes with significant risks and complications such as organ rejection, and transplant recipients must take immunosuppressant drugs for the rest of their lives.
+Added: Current standard of care for OTC deficiency is a low-protein diet, dietary supplements, and nitrogen scavengers to try to prevent accumulation of ammonia.
+Added: Life-threatening episodes of high ammonia levels can still occur, requiring treatment with dialysis or hemofiltration.
+Added: These treatments do not address the underlying cause of disease, and there remains a high unmet need for an effective treatment.
+Added: Our LUNAR-OTC development candidate, ARCT-810, uses our LUNAR platform to deliver normal OTC mRNA into liver cells which then produce normal functioning OTC with possible disease-modifying effects.
+Added: Our LUNAR-OTC approach has the potential to treat the underlying defect that causes the debilitating symptoms of OTC deficiency, rather than mitigating symptoms by sequestering ammonia.
+Added: We have retained worldwide development and commercialization rights to ARCT-810.
+Added: LUNAR-OTC has received Orphan Drug Designation from the FDA and Orphan Medicinal Product Designation from the EMA for treatment of OTC deficiency.
+Added: ARCT-810 was also granted Fast Track Designation in and Rare Pediatric Disease Designation (RPDD).
+Added: Fast Track Designation is designated to facilitate development and expedite review of new therapeutics intended to treat serious or life-threatening conditions that demonstrate the potential to address important unmet medical needs.
+Added: Rare Pediatric Disease Designation is designed to recognize rare pediatric diseases in which the serious or life-threatening manifestations primarily affect patients from birth to 18 years of age.
+Added: Due to such designation, if ARCT-810 achieves approval for a pediatric indication in the original rare pediatric disease product application in the United States, Arcturus (or the sponsor of ARCT-810) is eligible to receive a voucher for priority review of a subsequent marketing application for a different product.
+Added: Preclinical data in OTC-deficient murine models demonstrated that dosing of LUNAR-OTC results in robust OTC protein expression and activity, thereby improving ureagenesis, reducing plasma ammonia, and increasing survival.
+Added: A Phase 1 double-blind, placebo-controlled, dose-escalation study of ARCT-810 in healthy volunteers, completed in November 2020, and demonstrated favorable safety, tolerability and PK profiles.
+Added: A single ascending dose, placebo-controlled Phase 1b study in 16 stable mild OTC-deficient adults was completed in the United States in September 2023.
+Added: The trial assessed safety, tolerability, and pharmacokinetics of a single dose of ARCT-810, and exploratory biomarkers of drug activity.
+Added: ARCT-810 was generally safe and well tolerated at doses ranging from 0.1- 0.5mg/kg and no serious or severe adverse events were observed.
+Added: Sporadic infusion-related reactions (IRRs) were managed with symptomatic treatment and appeared to be less frequent with slower infusion rates.
+Added: In plasma, ARCT-810 mRNA could be detected for up to four weeks, while ionizable lipid was no longer measurable after 48 hours, indicating rapid degradation of the lipid nanoparticle that was utilized to deliver ARCT-810 mRNA.
+Added: Study results were presented at the Society for Inherited Metabolic Disorders meeting in Charlotte, North Carolina in April 2024 and at the annual symposium for the Society for the Study of Inborn Errors of Metabolism in Porto, Portugal in August 2024.
+Added: A Phase 2 double-blind study of ARCT-810 in stable OTC-deficient adolescents and adults in the European Union and the United Kingdom completed dosing of eight subjects in August 2024 at the 0.3 mg/kg dose level.
+Added: The participants in this group were randomized 3:1 to receive six doses of ARCT-810 or placebo administered every 14 days.
+Added: Study results were presented at the 6 th International Symposium on Urea Cycle Disorders, Kyoto, Japan and International Congress of Inborn Errors of Metabolism, Kyoto, Japan in September, 2025.
+Added: In the second quarter of 2024, we expanded the Phase 2 clinical program of ARCT-810 to the U.S.
+Added: with an open-label, multiple-dose study to evaluate pharmacodynamics and safety in adult and adolescent patients requiring clinical management for OTC-deficiency.
+Added: The first OTC deficient participant receiving 0.5 mg/kg ARCT-810 initiated dosing in December 2024 in the United States.
+Added: Each participant is expected to receive five intravenous infusions administered over two months.
+Added: On June 30, 2025, we announced positive multiple dosing data of ARCT-810 from two Phase 2 studies:
+Added: (i) a completed placebo-controlled study in Europe that randomized eight participants to ARCT-810 0.3 mg/kg or placebo;
+Added: and (ii) an open-label multiple ascending dose study in the U.S., with interim data from the initial three completed participants.
+Added: Both studies evaluate safety and pharmacodynamics in adult and adolescent patients requiring clinical management for OTC-deficiency.
+Added: We continue to enroll participants in the U.S.
+Added: Each participant in the U.S.
+Added: study is expected to receive five intravenous infusions administered over two months.
+Added: A Linear Mixed-Effects Model (LMM) was applied as an exploratory analysis to the Phase 2 glutamine and ureagenesis data.
+Added: LMM is suitable for analyses of small, rare disease trial datasets.
+Added: In the Phase 2 randomized European study, glutamine levels in patients who received multiple doses of ARCT-810 significantly (p-value = 0.016;
+Added: LMM) decreased during the dosing period.
+Added: In the Phase 2 open-label U.S.
+Added: study, interim analysis of the first three participants showed a sustained and significant (p-value = 0.004;
+Added: LMM) decrease in glutamine from baseline, reaching normal levels after the first three doses.
+Added: In the combined analysis of both Phase 2 studies, significantly (p-value = 0.0055;
+Added: LMM) decreased glutamine levels were observed.
+Added: The ongoing U.S.
+Added: Phase 2 open-label study uses a modified and improved 15N-ureagenesis assay (Allegri et al., 2025).
+Added: The assay measures relative ureagenesis function (RUF) against a normal range established from healthy controls.
+Added: The assay is not impacted by ammonia scavengers, has low intraindividual variability, and can distinguish between symptomatic and asymptomatic OTC deficient patients.
+Added: In the first three participants in the ongoing Phase 2 open-label study, RUF statistically (p-value = 0.026, LMM) increased at all post treatment evaluations from a baseline of 29.0% (SD;
+Added: 9.1%) to 43.7% (SD;
+Added: 21.7%) at 28 days post-fifth dose.
+Added: These results suggest a progressive increase of functional OTC enzymes in the liver with continued administrations of ARCT-810.
+Added: Two of the three participants achieved RUF > 50% indicating a clinically meaningful improvement in urea cycle flux.
+Added: A type C meeting with the FDA to discuss our plans for a proposed future pediatric study under the RDEP (Rare Disease Evidence Principles) is scheduled for the first half of 2026.
Vaccine Programs
−Removed: According to the National Foundation for Infectious Diseases, over 50,000 people die each year due to vaccine-preventable diseases and related complications in the United States alone.
+Added: According to the National Foundation for Infectious Diseases, over 50,000 people die each year due to vaccine-preventable diseases and related complications in the United States alone (Centers for Medicare and
+Added: Medicaid Services, 2018;
+Added: Walter et al., 2016).
Influenza and pneumonia cases approach this number of deaths each year and more than one million individuals in the United States have died of COVID since the beginning of the COVID-19 pandemic (Centers for Disease Control and Prevention).
1 unchanged sentence
Outbreaks of new infectious diseases, and the rise of variants to existing viruses, create demand for new and novel approaches to producing vaccines in a more cost-effective and quicker manner.
−Removed: The COVID-19 pandemic has highlighted the efficacy, safety, and rapidity in which nucleic acid medicines can be used to vaccinate vulnerable populations, and our vaccine program has continued to progress.
−Removed: In 2020, we initiated the development of our first self-amplifying mRNA vaccine candidate to protect against COVID-19.
−Removed: In December 2022 we entered into a Collaboration and License Agreement (“CSL Collaboration Agreement”) with CSL Seqirus, a part of CSL Limited and one of the world’s leading influenza vaccine providers, for the global exclusive rights to research, develop, manufacture and commercialize self-amplifying mRNA vaccines against COVID-19, influenza and three other infectious diseases and global non-exclusive rights to pandemic pathogens.
+Added: The COVID-19 pandemic highlighted the efficacy, safety, and rapidity in which nucleic acid medicines can be used to vaccinate vulnerable populations, and our vaccine program has continued to progress.
+Added: In 2020, we initiated development of our first self-amplifying mRNA vaccine candidate to protect against COVID-19.
+Added: In December 2022, we entered into a Collaboration and License Agreement (“CSL Collaboration Agreement”) with CSL Seqirus, a part of CSL Limited and one of the world’s leading influenza vaccine providers, for the global exclusive rights to research, develop, manufacture and commercialize self-amplifying mRNA vaccines against COVID-19, influenza and up to three other infectious diseases and global non-exclusive rights to pandemic pathogens.
The CSL Collaboration Agreement combines CSL Seqirus’ established global vaccine commercial and manufacturing infrastructure with Arcturus’ manufacturing expertise and innovative STARR self-amplifying mRNA vaccine and LUNAR delivery platform technologies.
For a more comprehensive discussion of the CSL Collaboration Agreement, please see Item 1 “Business” – “Revenue and Collaboration Arrangements and Other Material Agreements” – “CSL Seqirus.”
−Removed: In November 2023, ARCT-154 became the world’s first approved self-amplifying RNA vaccine following Japan’s approval of ARCT-154 for primary immunization and as a booster dose against COVID-19.
+Added: In November 2023, ARCT-154 (KOSTAIVE) became the world’s first approved self-amplifying RNA vaccine following Japan’s approval of ARCT-154 for primary immunization and as a booster dose against COVID-19.
In September 2024, Japan’s Ministry of Health, Labor and Welfare (MHLW) granted approval and authorization for an updated version of KOSTAIVE, targeted to protect against the JN.1 lineage of Omicron subvariants for adults 18 years of age and older.
1 unchanged sentence
The approval was based on manufacturing data demonstrating the quality and consistency of the vaccine product, non-clinical immunogenicity data against JN.1 lineage of Omicron subvariants of KOSTAIVE (JN.1), and clinical evidence supporting the safety and immunogenicity of KOSTAIVE (bivalent, BA.4/5 and ancestral strain).
−Removed: In our influenza vaccine franchise, a Phase 1 clinical trial of our seasonal influenza candidate was initiated in January 2024 under our collaboration with CSL Seqirus, and a BARDA-funded Phase 1 clinical trial of our H5N1 pandemic flu candidate was initiated in December 2024.
+Added: In our influenza vaccine franchise, a Phase 1 clinical trial of our seasonal influenza candidate was conducted in 2024-2025 under our collaboration with CSL Seqirus, and a BARDA-funded Phase 1 clinical trial of our H5N1 pandemic flu candidate was initiated in December 2024 and is ongoing.
KOSTAIVE ® and COVID-19 Vaccine Program
7 unchanged sentences
Our COVID-19 vaccine candidate, KOSTAIVE, is based on our STARR (self-amplifying mRNA) technology platform and our LUNAR platform.
−Removed: It was designed to promote immune responses to the spike protein of the SARS-CoV-2 virus, the critical part of the virus that allows infection to occur.
−Removed: KOSTAIVE is the brand name approved in Japan and Europe for ARCT-154, which is the version of the sa-mRNA COVID-19 vaccine encoding the ancestral strain of SARS-CoV-2, and also for updated variant-specific versions of this vaccine.
−Removed: We may use KOSTAIVE or the specific internally generated name, such as ARCT-154, ARCT-2301 and ARCT-2303, to identify the vaccine.
−Removed: The approval of KOSTAIVE in Japan in 2023, followed by the approval of an updated version of KOSTAIVE (JN.1 Omicron subvariant) and initiation of commercial sales in Japan in 2024, all as further described below, are significant milestones in the advancement of our vaccines franchise.
−Removed: The recent approval of KOSTAIVE (ARCT-154 version) by the EMA in January 2025 provides further validation of our platform by another significant regulatory authority, in addition to expanding the potential commercialization of KOSTAIVE.
−Removed: During 2024, several important publications were released relating to our studies, which are summarized below.
−Removed: • In May 2024, Nature Communications published results from the 19,000 subject study performed in Vietnam, with results demonstrating that two 5µg doses of ARCT-154 were well-tolerated, immunogenic and provided significant protection against multiple strains of COVID-19.
−Removed: This publication relates to the study described below – “ Pivotal Phase 1/2/3 Study in Vietnam” .
−Removed: • In November 2024, npj Vaccines, a Nature Portfolio journal, published the results of Phase 3c of the pivotal Phase 1/2/3 study in Vietnam, demonstrating higher immune response and protective efficacy of ARCT-154 compared to an approved adenovirus-vector COVID-19 vaccine (DOI:
−Removed: 10.1038/s41541-024-01017-5).
−Removed: • In October 2024, Lancet Infectious Diseases published the follow-up article ‘12-month persistence of immune responses to self-amplifying mRNA COVID-19 vaccines:
−Removed: ARCT-154 versus BNT162b2 vaccine’ (https://www.thelancet.com/journals/laninf/article/PIIS1473-3099(24)00615-7/fulltext), which confirmed a better neutralizing immune response against a panel of SARS-CoV-2 strains in pre-immunized Japanese adults boosted with ARCT-154 compared with the conventional mRNA vaccine, BNT162b2, which persisted up to 12 months post-vaccination, including in those age 50 years and older.
−Removed: This publication relates to the study described below – “ Phase 3 Study of Bivalent Version of KOSTAIVE (COVID-19 Vaccine) Candidate in Japan ”.
−Removed: Approval of KOSTAIVE in Japan
−Removed: KOSTAIVE (ARCT-154 version) received marketing authorization approval in November 2023 from the Japanese Ministry of Health, Labour and Welfare for use as a primary immunization and booster in Japan for adults 18 years and older.
−Removed: The approval was based on positive clinical data from several ARCT-154 studies, including a 19,000-participant efficacy, safety and immunogenicity study performed in Vietnam, as well as a Phase 3 booster study in Japan.
−Removed: In September 2024, Japan’s Ministry of Health, Labor and Welfare (MHLW) granted approval and authorization for an updated version of KOSTAIVE, targeted to protect against the JN.1 lineage of Omicron subvariants for adults 18 years of age and older.
−Removed: CSL Seqirus’ exclusive partner in Japan, Meiji, began distributing the updated vaccine in Japan in October 2024, marking the world’s first commercially available sa-mRNA COVID-19 vaccine.
−Removed: The approval was based on manufacturing data demonstrating the quality and consistency of the vaccine product, non-clinical immunogenicity data against JN.1 lineage of Omicron subvariants of KOSTAIVE, and clinical evidence supporting the safety and immunogenicity of KOSTAIVE (bivalent, BA.4/5 and ancestral strain).
−Removed: In January 2025, CSL Seqirus’ partner Meiji announced that it received approval for a partial amendment to the manufacturing and marketing approval of KOSTAIVE to include manufacturing sites in Japan.
+Added: It was designed to elicit immune responses against the SARS-CoV-2 spike protein, the critical component that enables viral entry.
+Added: KOSTAIVE is the brand name approved in Japan and Europe for ARCT-154, the version of the sa-mRNA COVID-19 vaccine encoding the ancestral strain of SARS-CoV-2, as well as for updated variant-specific versions of this vaccine.
+Added: We may use KOSTAIVE or internally generated names, such as ARCT-154, ARCT-2301, and ARCT-2303, to identify vaccines targeting specific SARS-CoV-2 variants.
+Added: The licensure of KOSTAIVE in Japan in 2023, followed by the approval of an updated version of KOSTAIVE (JN.1 Omicron subvariant) and initiation of commercial sales in Japan in 2024 are significant milestones in the advancement of our vaccine franchise.
+Added: The approval of KOSTAIVE by the EMA in January 2025 and by the United
+Added: Kingdom (the UK Medicines and Healthcare Products Regulatory Agency (MHRA)) in January 2026 provided further validation of our platform by other major regulatory authorities.
+Added: On September 5, 2025, the week prior to the planned Biologics License Application (“BLA”) submission related to KOSTAIVE, the U.S.
+Added: Food and Drug Administration (the “FDA”) requested that the submission of the BLA filing be delayed due to the FDA’s expectation of providing additional advice.
+Added: On October 14, 2025, the FDA informed us that, although the FDA had previously agreed that our proposed data package could support a single-dose indication, upon further consideration it found that additional data from a clinical endpoint efficacy study will be needed to align with the current COVID-19 vaccine regulatory framework requirements published in The New England Journal of Medicine in May 2025.
+Added: On September 26, 2025, Meiji Holdings Co., Ltd.
+Added: announced that its subsidiary, Meiji, launched a new composition of KOSTAIVE ® , a self-amplifying mRNA vaccine against COVID-19.
+Added: The product targets the SARS-CoV-2 Omicron sub lineage JN.1 variant XEC.
+Added: In non-clinical studies, it induced neutralizing antibodies not only against Omicron JN.1 and XEC, but also against LP.8.1 and the currently circulating variants XFG and NB.1.8.1.
+Added: The formulation is lyophilized and supplied as a two-dose vial, with one vial per carton.
+Added: In 2025, several important manuscripts related to our studies were published, which are summarized below.
+Added: • In April 2025, we published a comprehensive analysis of safety data for KOSTAIVE ® , with a 12-month follow-up from the pivotal clinical study in Vietnam (NCT05012943), which had 17,582 participants who received at least one dose of the study vaccine.
+Added: The study confirmed the favorable reactogenicity profile of the vaccine.
+Added: Acceptable tolerability of KOSTAIVE (ARCT-154) was also observed in older participants and individuals who are at risk of severe consequences of COVID-19 due to underlying medical conditions.
+Added: Long-term follow-up has not revealed any safety concerns, with no reports of myocarditis or pericarditis.
+Added: No serious consequences occurred in several pregnancies reported after vaccination.
+Added: Long-term data from this large trial suggest that KOSTAIVE is safe and well-tolerated.
+Added: • In April 2025, our Japanese partner, Meiji, published an analysis characterizing the distribution and clearance of KOSTAIVE (ARCT-154) encoded spike protein and non-structural proteins nsP1, nsP2, nsP3 and nsP4 in the lymph nodes and injection-site muscle in mice following a single vaccination.
+Added: The study showed the encoded spike protein reached its highest level approximately three days after vaccination and quickly disappeared from the injection site muscle.
+Added: The spike protein levels also peaked at an early time point in the lymph nodes, it remained detectable 28 days after the vaccination and disappeared by 44 days after the vaccination.
+Added: Expression of nsP1, nsP2 and nsP4 was observed in the injected muscle and/or the lymph nodes for up to 15 days post-vaccination.
+Added: The data indicates that the extended expression of spike proteins in lymph nodes may be responsible for the induction of higher and prolonged levels of neutralizing antibodies.
+Added: The study also confirmed that the self-replication is limited over time.
+Added: • In July 2025, we published the manuscript ‘Immunogenicity of ARCT-154, a self-amplifying mRNA COVID-19 vaccine, in different booster settings where we summarized extensive clinical data and concluded that KOSTAIVE (ARCT-154), administered as a homologous or heterologous booster after previous COVID-19 vaccination or natural exposure, provides robust, broad and durable immune responses against SARS-CoV-2 viruses.
+Added: • In July 2025, a researcher from Tokyo University, Japan, published the manuscript ‘A second-generation, self-amplifying COVID-19 Vaccine:
+Added: World’s first approval and distribution in the Japanese market with vaccine hesitancy.
+Added: The manuscript positions KOSTAIVE as a second-generation mRNA vaccine, differentiating it based on effective dose, durability, and breadth of immune response, and summarizes experience from the first year of routine use of the vaccine in Japan.
+Added: • In August 2025, the manuscript ‘Immunogenicity and Safety of Self-Amplifying mRNA COVID-19 Vaccine (ARCT-2303), With or Without Co-Administration of Seasonal Inactivated Influenza Vaccine in Adults:
+Added: a Phase 3, Randomised, Controlled, Observer-blind, Multicentre Study’ was accepted by eClinicalMedicine.
+Added: The manuscript presents the results of a recent pivotal Phase 3 clinical study and concludes that KOSTAIVE (ARCT-2303;
+Added: XBB.1.5 strain) induces a robust immune response against the SARS-CoV-2 vaccine variant and can be co-administered with licensed influenza vaccines in adults, without affecting the safety or immunogenicity of either vaccine.
+Added: • In December 2025, in collaboration with the McNamara Lab at Harvard, we presented the manuscript ‘Sustained Humoral Activation through self-amplifying mRNA Vaccination Enhances Longitudinal Antibody Function in a Phase III Trial.
+Added: The authors applied a system serology approach to analyze post-vaccination serum samples from participants who received KOSTAIVE (ARCT-154) and a conventional mRNA vaccine (BNT162B2, Comirnaty).
+Added: The study demonstrated that ARCT-154 elicited a unique antibody response defined by a sustained, activating profile to the vaccine-encoded Spike protein and a broad spectrum of drifted Spikes.
+Added: Notably, activating FcγRIIIA-binding antibodies showed sustained stimulation in the ARCT-154-treatment arm, which translated into enhanced natural killer (NK) cell activation.
+Added: Commercialization of KOSTAIVE in Japan
+Added: Meiji has launched in Japan the two-dose vial of KOSTAIVE updated for the JN.1 variant XEC, following receipt of approval, in August 2025, from Japan’s Pharmaceuticals and Medical Devices Agency (PMDA).
+Added: KOSTAIVE first received marketing authorization approval in Japan in 2023 for use as a primary immunization and booster in Japan for adults 18 years and older.
+Added: The updated versions were approved and commercialized in the 2024-2025 and 2025-2026 seasons.
+Added: In January 2025, CSL Seqirus’ partner Meiji received approval for a partial amendment to the manufacturing and marketing approval of KOSTAIVE to include manufacturing sites in Japan.
With this approval, Meiji and ARCALIS, Inc., Arcturus’ manufacturing joint venture in Japan, have been added as manufacturing sites.
5 unchanged sentences
Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, The Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.
+Added: KOSTAIVE BLA Submission
+Added: On September 5, 2025, the week prior to the planned Biologics License Application (“BLA”) submission related to KOSTAIVE, the FDA requested that the submission of the BLA filing be delayed due to the FDA’s expectation of providing additional advice.
+Added: On October 14, 2025, the FDA informed us that, although the FDA had previously agreed that our proposed data package could support a single-dose indication, upon further consideration it finds that additional data from a clinical endpoint efficacy study will be needed to align with the current COVID-19 vaccine regulatory framework requirements published in The New England Journal of Medicine in May 2025.
+Added: The FDA's sudden changes to regulatory requirements for COVID-19 vaccines have indefinitely delayed the U.S.
+Added: BLA filing for KOSTAIVE.
+Added: Approval of KOSTAIVE (ARCT-154) in United Kingdom
+Added: In January 2026, the UK Medicines and Healthcare products Regulatory Agency (MHRA) under the International Recognition Procedure (IRP) granted marketing authorization for KOSTAIVE for individuals 18 years and older.
Clinical Studies of KOSTAIVE (COVID-19 vaccine)
−Removed: In connection with the development of KOSTAIVE, we have conducted or are conducting the studies described below.
−Removed: Pivotal Phase 1/2/3 Study in Vietnam
−Removed: During 2021, we entered into a collaboration with Vinbiocare Biotechnology Joint Stock Company (“Vinbiocare”), a member company of the Vingroup Joint Stock Company (Vingroup) group of companies.
−Removed: As part of a collaboration with Vinbiocare, ARCT-154, our next-generation, self-amplifying mRNA-based vaccine for COVID-19, was advanced into a Phase 1/2/3 study in Vietnam, funded and sponsored by Vinbiocare (the “Vinbiocare Study”).
−Removed: The trial was randomized, observer-blinded, placebo and active-controlled, and intended to assess the safety, immunogenicity, and efficacy of ARCT-154.
−Removed: The Phase 3 arm of the Phase 1/2/3 study was initiated in September 2021.
−Removed: The study enrolled over 19,000 adult subjects in Vietnam, including individuals with medical conditions, putting them at higher risk of severe complications of COVID-19.
−Removed: The Phase 3b placebo-controlled efficacy portion of the study enrolled over 16,000 participants.
−Removed: The study demonstrated that a 2-dose vaccination series with ARCT-154 induced protection in the seronegative population against heterologous SARS-CoV-2 variants (mainly Delta) with vaccine efficacy of 56.6% (48.7–63.3) for COVID-19 of any severity and 95.3% (80.5–98.9) for severe COVID-19.
−Removed: The vaccine was immunogenic against ancestral SARS-CoV-2 strain and induced a cross-neutralizing immune response against new emergent variants.
+Added: In connection with the development of KOSTAIVE, we have conducted seven clinical studies, including four pivotal studies described below.
+Added: Pivotal Phase 1/2/3 Efficacy, Safety, and Immunogenicity Study of KOSTAIVE (ARCT-154) in Vietnam (NCT05012943)
+Added: This randomized, observer-blinded, placebo-controlled, and active-controlled study enrolled more than 19,000 adult individuals across multiple sites in Vietnam and demonstrated that a 2-dose vaccination series with
+Added: ARCT-154 induced protection in the seronegative population against heterologous SARS-CoV-2 variants (mainly Delta) with vaccine efficacy of 56.6% (48.7–63.3) for COVID-19 of any severity and 95.3% (80.5–98.9) for severe COVID-19.
+Added: The vaccine was immunogenic against the ancestral SARS-CoV-2 strain and induced a cross-neutralizing immune response against new emergent variants.
The vaccine was well tolerated, and safety analysis did not identify specific safety concerns.
−Removed: The study results were used as a basis for vaccine licensure in Japan and the European Union.
−Removed: In August 2023, we submitted the primary manuscript with efficacy, immunogenicity and safety results of the pivotal Phase 1/2/3 clinical study of ARCT-154 in Vietnam ( https://www.nature.com/articles/s41467-024-47905-1 ).
−Removed: Later, we published the results of Phase 3c part of the study, comparing the immunogenicity and efficacy of ARCT-154 and licensed adenoviral vector vaccine ChAdOx-1S, demonstrating higher immunogenicity and relative vaccine efficacy (19.8% (95% CI:
−Removed: 4.0–33.0)) of ARCT-154 compared to ChAdOx-1S ( https://pmc.ncbi.nlm.nih.gov/articles/PMC11585660/ ).
−Removed: Pivotal Phase 3 Non-Inferiority Study of KOSTAIVE (ARCT-154) in Japan
−Removed: Meiji sponsored a randomized, multicenter, Phase 3, observer-blind, active-controlled comparative study to evaluate the safety and immunogenicity of a booster dose of ARCT-154 and to evaluate the non-inferiority of ARCT-154 over COMIRNATY® (Monovalent, Original strain).
−Removed: The study completed enrollment in February 2023 with 828 participants, with half in the ARCT-154 group and half in a comparator group.
−Removed: The study met all primary and secondary immunogenicity endpoints, including a secondary pre-defined superiority assessment over COMIRNATY (Omicron BA.4/5 strain).
−Removed: Overall, the safety and immunogenicity results of the study support the favorable benefit/risk profile of the ARCT-154 vaccine when administered as a booster dose in adult individuals who previously received other mRNA COVID-19 vaccines.
−Removed: In October 2024, Lancet Infectious Diseases published the follow-up article ‘12-month persistence of immune responses to self-amplifying mRNA COVID-19 vaccines:
−Removed: ARCT-154 versus BNT162b2 vaccine’, which confirmed a better neutralizing immune response against a panel of SARS-CoV-2 strains in pre-immunized Japanese adults boosted with ARCT-154 compared with the conventional mRNA vaccine, BNT162b2, which persisted up to 12 months post-vaccination, including in those age 50 years and older.
−Removed: Phase 3 Study of Bivalent Version of KOSTAIVE (COVID-19 Vaccine) Candidate in Japan
−Removed: In September 2023, Meiji initiated a Phase 3 clinical study with ARCT-2301, a bivalent version of KOSTAIVE (ancestral strain and Omicron BA.4/5) to further support immunogenicity and safety data for our self-amplifying mRNA platform, which may facilitate the timely release of future seasonal updates of our COVID-19 vaccine against evolving variants of concern.
−Removed: The study enrolled 930 healthy adults and individuals with comorbidities, who previously received three to five doses of mRNA COVID-19 vaccines, including the last booster at least three months prior to recruitment, and compared the investigational vaccine (ARCT-2301) and COMIRNATY (ancestral strain and BA.4/5) to evaluate safety and immunogenicity between observer-blind groups.
−Removed: The bivalent vaccine met the primary study endpoint (non-inferiority).
−Removed: Both the geometric mean titer (GMT) ratio and seroresponse rate (SRR) difference of neutralizing antibodies against SARS-CoV-2 (Omicron BA.4/5 and Wuhan strains) met pre-specified non-inferiority and superiority criteria versus COMIRNATY.
−Removed: There were no causally-associated severe or serious adverse events with ARCT-2301.
−Removed: As with the monovalent vaccine, the bivalent sa-mRNA formulation demonstrated superior immunogenicity over the conventional bivalent mRNA vaccine COMIRNATY, a higher immune response persisting up to six months after a booster dose, and improved breadth, supporting the robustness of the sa-mRNA vaccine platform for future vaccine strain updates.
−Removed: The study results were presented at OPTIONS XII for the Control of Influenza conference in Brisbane, Australia, in September 2024.
−Removed: Phase 3 Co-administration Study of KOSTAIVE (Monovalent XBB1.5) and Seasonal Influenza Vaccines
−Removed: In March 2024, Arcturus and CSL Seqirus initiated a Phase 3 pivotal study with the ARCT-2303 candidate vaccine containing the XBB1.5 Omicron variant.
−Removed: The study aimed to generate additional immunogenicity and safety data in multiple ethnicities to support regulatory filings in the U.S.
+Added: The study results served as the basis for vaccine licensure in Japan, the European Union, and the UK.
+Added: The results were broadly published and presented in multiple international forums.
+Added: The study was conducted in collaboration with Vinbiocare Biotechnology Joint Stock Company (“Vinbiocare”), a member of the Vingroup Joint Stock Company (Vingroup) group, and was sponsored by Vinbiocare.
+Added: Pivotal Phase 3 Non-Inferiority Study of KOSTAIVE (ARCT-154) in Japan (jRCT 2071220080).
+Added: This Meiji-sponsored, randomized, multicenter, observer-blind, active-controlled study evaluating the safety and immunogenicity of a booster dose of ARCT-154 and assessing its non-inferiority to COMIRNATY ® (Monovalent, Original strain).
+Added: The study demonstrated immunological non-inferiority of KOSTAIVE versus COMIRNATY for the ancestral SARS-CoV-2 strain and immunological superiority for the epidemiologically dominant Omicron BA.4/5 variant.
+Added: KOSTAIVE also demonstrated a more durable humoral immune response up to 12 months post-booster dose.
+Added: Overall, the study results support the favorable benefit/risk profile of the ARCT-154 vaccine when administered as a booster dose in adults who previously received other mRNA COVID-19 vaccine s.
+Added: The study results were publicly disclosed in April 2024.
+Added: Pivotal Phase 3 Study of Bivalent Version of KOSTAIVE (ARCT-2301) in Japan (jRCT2031230340)
+Added: This Meiji-sponsored study of a bivalent version of KOSTAIVE (ancestral strain and Omicron BA.4/5) to further support immunogenicity and safety data for the self-amplifying mRNA platform and facilitate the timely release of future seasonal updates of our COVID-19 vaccine against evolving variants of concern.
+Added: As with the monovalent vaccine, the bivalent sa-mRNA formulation demonstrated superior immunogenicity compared with the conventional bivalent mRNA vaccine COMIRNATY, with a higher immune response persisting up to six months after a booster dose, and broader variant coverage, supporting the robustness of the sa-mRNA vaccine platform for future vaccine strain updates.
+Added: The study results were published in March 2025.
+Added: Pivotal Phase 3 Co-administration Study of KOSTAIVE (ARCT-2303) and Seasonal Influenza Vaccines (NCT06279871).
+Added: This CSL- and Arcturus-funded randomized, observer-blind, placebo-controlled, phase 3 study aimed to generate additional immunogenicity and safety data in multiple ethnicities to support regulatory filings in the U.S.
and globally.
−Removed: In addition, the study assessed the co-administration of the ARCT-2303 vaccine with the age-appropriate seasonal influenza vaccines.
−Removed: Overall, 1,499 adults, including older adults, were recruited in the study in Australia, Costa Rica, Honduras and the Philippines.
−Removed: The study results showed that all four primary study objectives and key secondary study objectives were met.
−Removed: ARCT-2303 demonstrated a superior immune response compared to ARCT-154 as measured by neutralizing antibodies against Omicron XBB.1.5 in terms of GMT ratio and SRR difference.
−Removed: Co-administration of ARCT-2303 and quadrivalent influenza vaccine (QIV;
−Removed: Flucelvax, CSL) in adults 18-64 years old showed a noninferior immune response compared to standalone QIV.
−Removed: Co-administration of ARCT-2303 and QIV also showed a noninferior immune response compared to standalone ARCT-2303.
−Removed: Co-administration of ARCT-2303 and adjuvanted QIV (Fluad, CSL) in adults 65 years of age and above showed similar results for co-administered and separately administered groups.
−Removed: The safety and reactogenicity of co-administered vaccines were comparable with standalone administration.
+Added: The study also assessed the co-administration of the ARCT-2303 vaccine with the age-appropriate seasonal influenza vaccines.
+Added: The study results demonstrated robust immunogenicity of the XBB1.5-containing vaccine and support the concomitant administration of KOSTAIVE with licensed non-adjuvanted and adjuvanted influenza vaccines in both young and older adults.
+Added: The safety and reactogenicity of co-administered vaccines were comparable to those of standalone administration.
No safety concerns were raised based on the study results.
2 unchanged sentences
The stability and cold chain characteristics of KOSTAIVE in a lyophilized format compares favorably to frozen liquid format, and our ongoing development of proprietary manufacturing technology has led to significant increases in refrigerated and ambient temperature shelf-lives for both lyophilized and liquid drug products.
−Removed: In conjunction with our collaborator, CSL Seqirus, we are working to optimize KOSTAIVE’s formulation to better meet the needs of healthcare professionals and their patients.
Seasonal Flu Collaboration Program
1 unchanged sentence
Influenza is estimated to cause one billion infections globally every year and hundreds of thousands of deaths, especially in the elderly and individuals with underlying medical conditions.
−Removed: In many regions, influenza is seasonal, with infections peaking during November through April in the Northern Hemisphere and May through September in the Southern Hemisphere.
+Added: In many regions, influenza is seasonal, with infections peaking during November through April in the Northern Hemisphere and May through September in
+Added: the Southern Hemisphere.
Year-round surveillance by the World Health Organization (“WHO”) in collaboration with various national health agencies informs WHO recommendations on the strains of influenza most likely to spread during the upcoming influenza season.
−Removed: National health agencies (such as the U.S.
−Removed: Food and Drug Administration (“FDA”)) then make the final decision of which strains should be covered by vaccines licensed in their country.
−Removed: Our LUNAR-FLU (seasonal) program, now exclusively licensed to CSL Seqirus, has the objective of producing a safe and effective seasonal influenza vaccine candidate with significant advantages over the traditional egg-based inactivated quadrivalent vaccine.
+Added: National health agencies (such as the FDA) then make the final decision of which strains should be covered by vaccines licensed in their country.
+Added: Our LUNAR-FLU (seasonal) program, partnered with CSL Seqirus, has the objective of producing a safe and effective seasonal influenza vaccine candidate with significant advantages over the traditional egg-based inactivated quadrivalent vaccine.
Inaccurate predictions of circulating influenza strains as well as mutations due to adaptation in egg-grown vaccines can substantially reduce efficacy on a year-to-year basis.
1 unchanged sentence
In addition, we do not expect mRNA vaccines to face the challenge from mutations common to egg-grown vaccines.
−Removed: LUNAR-FLU has been designed to take advantage of our expertise in both LUNAR lipid delivery systems and our STARR self-amplifying mRNA technology.
−Removed: This platform has been shown to deliver effective protection against COVID-19 and has been optimized to elicit robust immunogenicity with acceptable reactogenicity at a lower dose than conventional mRNA vaccines with the objective of creating a highly effective influenza vaccine for use in general and high-risk populations.
−Removed: Working with CSL Seqirus, we generated a comprehensive non-clinical data package to support the initiation of the Phase 1 clinical trial with a novel influenza sa-mRNA vaccine candidate.
−Removed: A Phase 1 dose-finding safety and immunogenicity study was initiated in January 2024 in Australia and is ongoing.
+Added: LUNAR-FLU has been designed to leverage our expertise in both our LUNAR lipid delivery platform and STARR self-amplifying mRNA technology.
+Added: These technologies have been shown to deliver effective protection against COVID-19 and has been optimized to elicit robust immunogenicity with acceptable reactogenicity at a lower dose than conventional mRNA vaccines, with the objective of creating a highly effective influenza vaccine for use in general and high-risk populations.
+Added: We conducted a Phase 1 study of ARCT-2138, a sa-mRNA seasonal influenza vaccine candidate encoding haemagglutinin (HA) and neuraminidase (NA) of four seasonal influenza strains as recommended by the World Health Organization (WHO).
+Added: Overall, the study showed the potential of a self-amplifying mRNA vaccine, encoding eight antigens, to induce an immune response in both young and older adults with a dose as low as 2 μg, and was tolerable across a dose range of 2 to 20 μg.
Pandemic Avian Influenza Program (H5N1 Influenza)
−Removed: Our LUNAR-H5N1 program, which is part of the CSL Collaboration Agreement, continues to progress under the award from BARDA that we obtained in 2022 to advance through Phase 1 a vaccine to protect against disease caused by H5N1 highly-pathogenic avian influenza.
+Added: Our LUNAR-H5N1 program continues to progress under the award from BARDA that we obtained in 2022 to advance through Phase 1 a vaccine to protect against disease caused by H5N1 highly-pathogenic avian influenza.
H5N1 influenza is a significant concern in animal health.
4 unchanged sentences
We are working diligently with our partners, BARDA and CSL Seqirus, to clinically validate our low-dose STARR mRNA technology for H5N1 to assist towards pandemic preparedness.
−Removed: The Phase 1 study of ARCT-2304, a self-amplifying mRNA (sa-mRNA) vaccine candidate, also known as LUNAR-H5N1, initiated dosing in December 2024.
−Removed: The randomized placebo-controlled Phase 1 trial (NCT06602531) is being conducted at multiple sites in the U.S.
−Removed: and designed to enroll approximately 200 healthy adults (120 participants 18-59 years old;
−Removed: 80 participants 60-80 years old).
−Removed: The primary objective of this initial clinical trial is to evaluate safety and immune responses of three different dose levels and two different vaccination schedules of ARCT-2304 vaccine.
−Removed: Immune responses are measured by hemagglutination inhibition (HAI), virus microneutralization (MN) and neuraminidase enzyme-linked lectin assays (ELLA).
−Removed: The clinical study is fully funded by Biomedical Advanced Research and Development Authority (BARDA).
−Removed: For a more comprehensive discussion of the funding award, please see Item 1 “Business” – “Revenue and Collaboration Arrangements and Other Material Agreements” – “BARDA.”
−Removed: Preclinical Ferret Studies of ARCT-2304 (LUNAR-H5N1)
−Removed: Several ferret challenge studies have been conducted to establish the efficacy of ARCT-2304, our clinical candidate for the LUNAR-pandFLU program.
−Removed: ARCT-2304 vaccinated ferrets were challenged with the same influenza strain, H5N1 A/Indonesia/5/2005, encoded by the vaccine and protected all ferrets from lethal challenge.
−Removed: Robust HAI and NI titers were observed after two doses of the vaccine and nasal titers in the days following challenge were lower than in either the unvaccinated ferrets (PBS) or ferrets vaccinated with an adjuvanted recombinant trimeric hemagglutinin (rHA).
−Removed: Further, fewer signs of lung damage were observed in ARCT-2304 ferrets compared to either unvaccinated or rHA vaccinated ferrets.
−Removed: In a separate experiment, ARCT-2304 vaccinated ferrets were challenged with an antigenically drifted strain from a different clade of H5N1, A/Vietnam/1203/2004.
−Removed: ARCT-2304 vaccinated ferrets were compared to unvaccinated ferrets and to ferrets receiving an adjuvanted trimeric rHA vaccine encoding either the same strain as encoded by ARCT-2304 (A/Indonesia) or the challenge strain (A/Vietnam).
−Removed: ARCT-2304 vaccinated ferrets were protected from death from this antigenically drifted strain.
−Removed: While HAI and NI titers were lower against A/Vietnam than against A/Indonesia, ARCT-2304 vaccinated ferrets had the lowest nasal wash titers of any group and showed no signs of lung damage in contrast to unvaccinated ferrets and ferrets vaccinated with adjuvanted trimeric rHA protein.
−Removed: A) Ferrets were vaccinated twice (day 0 & 28) with either ARCT-2304 (5µg) or an adjuvated (Addavax) recombinant trimeric HA protein (15µg) and challenged 3 weeks (day 49 post-vaccination) after the last vaccination with a lethal dose of the homologous H5N1 A/Indonesia/5/2005 strain.
−Removed: All vaccinated ferrets survived infection while all unvaccinated (PBS) ferrets succumbed to the infection by day 7 post-infection.
−Removed: ARCT-2304 ferrets had the highest HAI and NI titers among vaccinated groups both prior to and after challenge.
−Removed: In addition, nasal wash titers were lowest in the ARCT-2138 vaccinated ferrets.
−Removed: B) Ferrets were vaccinated twice (day 0 & 28) with either ARCT-2304 (5µg) or an adjuvated (Addavax) recombinant trimeric HA protein (15µg) encoding the same strain at ARCT-2304 (A/Indonesia) or the challenge strain (A/Vietnam) and challenged 4 weeks (day 56 post-vaccination) after the last vaccination with a lethal dose of H5N1 A/Vietnam/1203/2004 strain.
−Removed: While lower HAI and NI titers were observed against the heterologous A/Vietnam strain, all vaccines elicited protection from lethal infection.
−Removed: Similar to the heterologous challenge, however, the lowest nasal wash titers were observed in the ARCT-2304 vaccinated group.
−Removed: Rare Disease Program
−Removed: The Orphan Drug Act of 1983 (the “Orphan Drug Act”) defines a rare disease as a disease affecting fewer than 200,000 individuals in the United States.
−Removed: According to the National Institutes of Health (“NIH”), there are approximately 10,000 such diseases that, together, affect nearly 30 million people in the United States.
−Removed: The European Union (the “EU”) defines a rare disease as having a prevalence of fewer than five in 10,000 people.
−Removed: Collectively, these disorders affect between 6% and 7% of the population in the developed world.
−Removed: There is a pressing need for new medicines for rare diseases as few of the 10,000 known rare diseases have approved treatments.
−Removed: Biopharmaceutical industry researchers are making great progress in the fight against some rare diseases as innovative science has opened new opportunities.
−Removed: More than 770 medicines have been approved by the FDA since the enactment of the Orphan Drug Act and more than 800 medicines are currently in clinical development.
−Removed: Despite recent progress, there is more work to be done to overcome the scientific, operational and financial challenges that arise.
−Removed: We believe our technology should provide an excellent platform to address genetically inherited rare diseases.
−Removed: Specifically, we are focusing on developing medicines to treat people with rare respiratory and liver diseases who currently have limited or no treatment options.
−Removed: Rare Disease Program – ARCT-810 (LUNAR-OTC)
−Removed: The LUNAR-OTC development program addresses ornithine transcarbamylase (OTC) deficiency, a rare, life-threatening, genetic disease caused by mutations in the OTC gene that lead to dysfunctional or deficient OTC.
−Removed: OTC deficiency is the most common of the urea cycle disorders, a group of inherited metabolic disorders that are associated with reduced ability to eliminate ammonia from the body.
−Removed: There are over 5,000 people with OTC deficiency in the United States and the prevalence is approximately one in 14,000 to one in 77,000 people worldwide.
−Removed: Ammonia is a toxic waste product produced from the breakdown of protein.
−Removed: OTC is a critical enzyme in the urea cycle, which takes place in liver cells and converts ammonia to harmless urea which is eliminated by the kidneys.
−Removed: In patients with OTC deficiency, ammonia accumulates in the blood and is toxic to the brain and liver.
−Removed: Symptoms of high ammonia levels include vomiting, headaches, coma and death.
−Removed: OTC deficiency can cause developmental problems, seizures and death in newborn babies.
−Removed: As an X-linked disorder, OTC deficiency tends to be more severe in males, though female carriers are often affected.
−Removed: Patients with less severe symptoms may present later in life, as adults.
−Removed: Currently no cure exists for OTC deficiency apart from liver transplant;
−Removed: however, this treatment comes with significant risks and complications such as organ rejection, and transplant recipients must take immunosuppressant drugs for the rest of their lives.
−Removed: Current standard of care for OTC deficiency is a low-protein diet, dietary supplements, and nitrogenscavengers to try to prevent accumulation of ammonia.
−Removed: Life-threatening episodes of high ammonia levels can still occur, requiring treatment with dialysis or hemofiltration.
−Removed: These treatments do not address the underlying cause of disease and there remains a high unmet need for an effective treatment.
−Removed: Our LUNAR-OTC development candidate, ARCT-810, uses our LUNAR platform to deliver normal OTC mRNA into liver cells which then produce normal functioning OTC with possible disease-modifying effects.
−Removed: Our LUNAR-OTC approach has the potential to treat the underlying defect that causes the debilitating symptoms of OTC deficiency, rather than mitigating symptoms by sequestering ammonia.
−Removed: We have retained worldwide development and commercialization rights to ARCT-810.
−Removed: LUNAR-OTC has received Orphan Drug Designation from the FDA and Orphan Medicinal Product Designation from the EMA for treatment of OTC deficiency.
−Removed: ARCT-810 was also granted Fast Track Designation in and Rare Pediatric Disease Designation (RPDD).
−Removed: Fast Track Designation is designated to facilitate development and expedite review of new therapeutics intended to treat serious or life-threatening conditions that demonstrate the potential to address important unmet medical needs.
−Removed: Rare Pediatric Disease Designation is designed to recognize rare pediatric diseases in which the serious or life-threatening manifestations primarily affect patients from birth to 18 years of age.
−Removed: Due to such designation, if ARCT-810 achieves approval for a pediatric indication in the original rare pediatric disease product application in the United States, Arcturus (or the sponsor of ARCT-810) is eligible to receive a voucher for priority review of a subsequent marketing application for a different product.
−Removed: Preclinical data in OTC-deficient murine models have demonstrated that dosing of LUNAR-OTC results in robust OTC protein expression and activity, thereby improving ureagenesis, reducing plasma ammonia, and increasing survival.
−Removed: A Phase 1 double-blind, placebo-controlled, dose-escalation study of ARCT-810 in healthy volunteers, completed in November 2020, and demonstrated favorable safety, tolerability and PK profiles.
−Removed: A single ascending dose, placebo-controlled study Phase 1b study in 16 stable mild OTC-deficient adults was completed in the United States in September 2023.
−Removed: The trial assessed safety, tolerability and pharmacokinetics of a single dose of ARCT-810, and exploratory biomarkers of drug activity.
−Removed: ARCT-810 was generally safe and well tolerated at doses ranging from 0.1- 0.5mg/kg and no serious or severe adverse events were observed.
−Removed: Sporadic infusion-related reactions (IRRs) were managed with symptomatic treatment and appeared to be less frequent with slower infusion rates.
−Removed: In plasma, ARCT-810 mRNA could be detected up to four weeks, while ionizable lipid was no longer measurable after 48 hours, indicating rapid degradation of the lipid nanoparticle that was utilized to deliver ARCT-810 mRNA.
−Removed: Study results were presented at the Society for Inherited Metabolic Disorders meeting in Charlotte, North Carolina in April 2024 and at the annual symposium for the Society for the Study of Inborn Errors of Metabolism in Porto, Portugal in August 2024.
−Removed: A Phase 2 double-blind study of ARCT-810 in stable OTC-deficient adolescents and adults in the European Union and the United Kingdom completed dosing of eight subjects in August 2024 at the 0.3 mg/kg dose level.
−Removed: The participants in this group were randomized 3:1 to receive six doses of ARCT-810 or placebo administered every 14 days.
−Removed: Patient follow-up is completed, and data management and analysis are ongoing.
−Removed: In the second quarter of 2024, we expanded the Phase 2 clinical program of ARCT-810 to the U.S.
−Removed: with an open-label, multiple-dose study to evaluate pharmacodynamics and safety in adult and adolescent patients requiring clinical management for OTC-deficiency.
−Removed: The first OTC deficient participant receiving 0.5 mg/kg ARCT-810 initiated dosing in December 2024 in the United States.
−Removed: Each participant is expected to receive five intravenous infusions administered over two months.
−Removed: Rare Disease Program - LUNAR-CF (Cystic Fibrosis)
−Removed: The LUNAR-CF program addresses cystic fibrosis (CF) lung disease, a progressive disorder caused by mutations in the CF transmembrane conductance regulator (CFTR) gene.
−Removed: ARCT-032, our lead development candidate for the treatment of CF, uses our LUNAR platform to deliver a codon-optimized CFTR mRNA into airway epithelial cells.
−Removed: This allows airway cells to produce functional human CFTR protein using native translational machinery and protein trafficking pathways which could result in the treatment of the underlying defect that causes CF lung disease, regardless of the specific mutation.
−Removed: The Cystic Fibrosis Foundation (the “CFF”) has partnered with us to support development of this therapy.
−Removed: ARCT-032 represents the first LUNAR-based mRNA therapeutic delivered by the inhaled route, offering direct delivery to the affected airways to restore functional CFTR.
−Removed: There are close to 40,000 children and adults living with CF in the United States (and an estimated 105,000 people have been diagnosed with CF across 94 countries), and CF can affect people of every racial and ethnic group.
−Removed: Approximately 800 people are newly diagnosed with CF each year in the United States.
−Removed: CF is caused by one of more than 2,000 known mutations in the CFTR gene.
−Removed: These mutations have been grouped into several different classes based on the mechanism by which they cause reduction in the production and/or function of the CFTR protein.
−Removed: When CFTR is absent or defective, the airway surfaces become dehydrated and coated with a layer of thick mucus that clogs the airways, causing difficulty breathing and often resulting in chronic infections, exaggerated inflammation, structural airway damage, and other serious complications in the lungs.
−Removed: CF is a multi-system disease that may also affect the pancreas, intestines, liver, sinuses, reproductive tract and sweat glands.
−Removed: The median predicted survival of CF patients born between 2018-2022 in the United States is approximately 56 years, and the cause of most of the mortality and morbidity is due to the lung disease.
−Removed: Current non-curative therapies for CF lung disease are directed towards disease severity and to prevent the progression of the disease.
−Removed: These treatments include aerosolized mucolytics, antibiotics, and airway clearance techniques that are time-consuming and represent a significant treatment burden for people with CF.
−Removed: Many CF patients ultimately suffer from a critical decline in lung function and require lung transplants.
−Removed: The FDA has approved several CFTR modulator therapies (Kalydeco®, Orkambi®, Symdeko®, and Trikafta®) that assist certain classes of abnormal CFTR protein to reach the cell membrane and/or increase functional ion channel activity.
−Removed: The CFTR modulators, while effective in many patients, are mutation-specific and therefore are not effective in all persons with CF.
−Removed: Other treatments are required to target Class I mutations (no CFTR produced;
−Removed: approximately 10% of CF cases worldwide), and people who are intolerant or have poor response to CFTR modulator therapies.
−Removed: We are initially focusing ARCT-032 on these groups of patients, as they currently have the highest unmet need for CF therapies.
−Removed: In 2023, we initiated and successfully completed a safety and tolerability Phase 1 single ascending dose study of ARCT-032 (LUNAR-CF), our mRNA therapeutic candidate for CF.
−Removed: Thirty-two healthy participants (eight subjects in each of four dose cohorts) received a single inhaled dose of ARCT-032.
−Removed: A subsequent protocol amendment to transition to a safety and tolerability Phase 1b clinical study of ARCT-032 in adults with CF received regulatory approval in August 2023 and completed dosing and follow-up visits for seven CF participants in August 2024, with each CF participant having received two administrations of ARCT-032 separated by two days.
−Removed: In the Phase 1/1b clinical study, ARCT-032 was generally safe and well tolerated in both the healthy volunteers and the participants with CF.
−Removed: Of the seven total CF participants in the Phase 1b study, six were being treated with CFTR modulators while one subject had Class I mutations that do not benefit from modulator therapy.
−Removed: No serious or severe adverse events (SAEs) were observed, and the safety profile was similar between healthy volunteers and CF participants.
−Removed: Mild, transient events of elevated temperature or feeling hot accompanied by other
−Removed: nonspecific symptoms were observed at dose levels that are higher than those planned for the Phase 2 study.
−Removed: In the CF subjects, lung function measured over eight days did not demonstrate a discernable pattern or safety concern after two doses of ARCT-032.
−Removed: Preliminary findings from the study were presented at the European CF Society Conference in June 2024 in Glasgow, Scotland, and at the North American CF Conference in September 2024 in Boston, MA.
−Removed: In December 2024, we initiated dosing in our ARCT-032 Phase 2 multiple ascending dose study designed to identify a safe and effective dose in Class I (null) and other CF participants who do not benefit from CFTR modulators.
−Removed: This study is supported by safety and tolerability data collected in healthy volunteers (N = 32) and the two-administration Phase 1b study in CF adults.
−Removed: Each participant in the Phase 2 CF study (NCT06747858) is expected to receive daily treatments of ARCT-032 over a period of 28 days.
−Removed: ARCT-032 has received Orphan Drug Designation by the FDA and Orphan Medicinal Product Designation by the EMA.
−Removed: The FDA also granted Rare Pediatric Disease Designation for ARCT-032.
−Removed: The Rare Pediatric Disease Designation is designed to recognize rare pediatric diseases in which the serious or life-threatening manifestations primarily affect patients from birth to 18 years of age.
−Removed: With this designation, if ARCT-032 achieves approval for a pediatric indication in the original rare pediatric disease product application in the United States, Arcturus (or the sponsor of ARCT-032) is eligible to receive a voucher for priority review of a subsequent marketing application for a different product.
−Removed: An extensive portfolio of nonclinical studies supported the advancement of ARCT-032 to the clinic.
−Removed: Our comprehensive data set showcasing the potential for ARCT-032 as a disease-modifying treatment has been presented at the major CF conferences in North America and Europe.
−Removed: For example, we presented data at the North American Cystic Fibrosis Conference in November 2023 that demonstrated that a single dose of ARCT-032, administered in the airways of CF ferrets by microsprayer, effectively doubled the mucociliary transport rate in vivo.
+Added: In April 2025, the FDA granted Fast Track Designation for ARCT-2304.
+Added: This designation recognizes the potential of ARCT-2304 as an innovative approach to address unmet medical needs for the prevention of disease caused by pandemic influenza A virus H5N1, a significant global health risk.
+Added: Fast Track Designation from the FDA is granted to vaccines intended to prevent serious conditions caused by infectious diseases.
+Added: The designation is designed to expedite the development and review process, providing several benefits, including enhanced communication with the FDA, eligibility for priority review, and the possibility of a rolling review.
+Added: Our Phase 1 study of ARCT-2304, an sa-mRNA pandemic influenza A/H5N1 vaccine candidate, released interim results in September 2025.
+Added: The study objectives were to evaluate the safety and tolerability of the vaccine and to characterize the immune response across three dose levels in 132 young adults (18-59 years of age) and 80 older adults (60-80 years of age).
+Added: ARCT-2304 induced a humoral immune response after a single dose (as measured by microneutralization and enzyme-linked lectin anti-neuraminidase assays) in all tested dose levels.
+Added: Administering a second dose of ARCT-2304 further increases immune responses.
+Added: The magnitude of the anti-HA response was higher after an 8-week interval than after a 4-week interval in both young and older adults.
+Added: ARCT-2304 in dose levels 5 and 12 µg (2 doses administered 4 or 8 weeks apart) and 1.5 µg (2 doses administered 8 weeks apart) induces a hemagglutinin-specific immune response similar to or higher than that after the MF59-adjuvanted pandemic vaccine (in both young and older adults).
+Added: Immunogenicity monitoring up to eight months after the first vaccination confirmed high antibody persistence and substantial durability of vaccine-induced immunity.
+Added: No safety or tolerability concerns were raised from available data.
Platform Technologies and R&D Programs
17 unchanged sentences
LUNAR is a multi-component, lipid-mediated drug delivery system that utilizes our proprietary lipids, called ATX lipids.
−Removed: Each of our ATX lipids contain an ionizable head group and a biodegradable lipid backbone.
+Added: Each of our ATX lipids contains an ionizable head group and a biodegradable lipid backbone.
The head group is a key chemical component of the ATX lipid, making it pH-sensitive and providing it distinct advantages as a component of our LUNAR lipid formulation.
1 unchanged sentence
At physiological pH (e.g., pH 7.4), the ATX lipids within the LUNAR formulations are neutrally charged, reducing the toxicity often seen with permanently positively charged lipid-mediated delivery technology.
−Removed: Upon uptake into a cell by endocytosis (a process that forms a cellular structure called an endosome around the LUNAR formulated nucleic acid therapeutic), the head group again becomes positively charged, disrupting the endosome and the LUNAR particle, resulting in release of the nucleic acid therapeutic into the cell where is it translated to produce a therapeutic protein.
−Removed: The disruption of the LUNAR particle also releases the components of the formulation into the cell, where the ATX lipid is degraded by enzymes in the cell allowing for the lipids to be cleared from the cell.
−Removed: We designed the ATX lipid to be rapidly biodegradable by engineering chemical structural components, called esters, into the ATX backbone that are sensitive to cellular enzymes, called esterases.
+Added: Upon uptake into a cell by endocytosis (a process that forms a cellular structure called an endosome around the LUNAR formulated nucleic acid therapeutic), the head group again becomes positively charged due to the low pH of the endosome, disrupting the endosome and the LUNAR particle, resulting in release of the nucleic acid therapeutic into the cell where it is translated to produce a therapeutic protein.
+Added: The disruption of the LUNAR particle also releases the components of the formulation into the cell, where the ATX lipid is degraded by enzymes called esterases in the cell allowing for the lipids to be cleared from the cell.
+Added: We designed the ATX lipid to be rapidly biodegradable by engineering chemical structural components, called esters, into the ATX backbone that are sensitive to esterases.
This degradation prevents ATX lipids from accumulating inside the cell and causing toxicity.
10 unchanged sentences
As mentioned above, we have generated a growing library of more than 300 proprietary ATX lipids.
−Removed: ATX lipids are rationally designed to fit their respective applications and vary depending on the target cell type and route of administration.
+Added: ATX lipids are rationally designed to fit different applications and vary depending on the target cell type and route of administration.
We perform extensive formulation screening for each nucleic acid therapeutic candidate to determine the optimal ATX lipid to be used and the appropriate excipient composition (LUNAR composition) for the nucleic acid therapeutic candidate, the desired route of administration, and target cell type.
The design of ATX lipids is an iterative process based on in vivo protein expression and tolerability results from previous ATX lipid candidates.
+Added: To date, we have developed seven generations of ATX lipids.
New ATX lipids are chemically synthesized and used to package mRNAs expressing a secreted protein.
1 unchanged sentence
RNA formulations meeting all acceptance criteria are first screened for protein expression in mice.
−Removed: Active candidates are then tested for tolerability and preliminary tissue clearance rates following administration.
Active candidates are further verified by evaluating protein expression in non-human primates.
+Added: Active candidates are then tested for tolerability and preliminary tissue clearance rates following administration.
Active ATX lipid candidates demonstrating high levels of protein expression and equivalent or improved tissue clearance rates are then assigned to a specific disease target for development of therapeutic applications.
3 unchanged sentences
Expression of Human EPO in Non-Human Primates 6 Hours After IV Administration (Figure 3)
−Removed: mice were injected intravenously with 4 different LUNAR lipid formulations containing mRNA expressing human erythropoietin (EPO).
−Removed: The LUNAR lipids that were screened were C9G, C9H, C9I and B2G at 0.1 mg/kg and 0.3 mg/kg RNA doses.
−Removed: LUNAR lipid B2G formulation is a positive control to which expressions from the other formulations are compared.
−Removed: Mice were bled 6 hours after injection and assayed for EPO, a secreted protein.
−Removed: shows the clearance of the LUNAR lipids from the mouse liver 48 hours after administration of 0.1mg/kg and 0.3 mg/kg RNA doses.
−Removed: C9G, C9H and C9I yielded much higher expression levels of EPO than B2G, the positive control for both doses tested.
+Added: mice were injected intravenously with 4 different ATX lipid formulations containing mRNA expressing human erythropoietin (hEPO).
+Added: The ATX lipids that were screened were C9G, C9H, C9I and B2G at 0.1 mg/kg and 0.3 mg/kg RNA doses.
+Added: ATX lipid B2G formulation is a positive control to which expressions from the other formulations are compared.
+Added: Mice were bled 6 hours after injection and assayed for hEPO, a secreted protein.
+Added: shows the clearance of the ATX lipids from the mouse liver 48 hours after administration of 0.1mg/kg and 0.3 mg/kg RNA doses.
+Added: C9G, C9H and C9I yielded much higher expression levels of hEPO than B2G, the positive control for both doses tested.
It also shows that the residual amount of C9G and C9I were below the limit of detection and the residual amount of C9H was at least 10-fold less than the remaining amount of B2G at the 0.1 mg/kg RNA dose and at least two-fold less than the residual amount of B2G at the higher RNA dose.
7 unchanged sentences
We expect that the validation attained for the inhaled LUNAR platform in the CF program will serve as a translatable approach to support other respiratory approaches where targeting airway epithelium is needed.
−Removed: LUNAR delivery to airways epithelium demonstrated in vivo across species (rodents, ferrets, NHPs)
−Removed: Alternate Liver Targeting
−Removed: As proof of concept for augmenting LUNAR liver-targeting capabilities, we have developed data on LUNAR formulations containing a propriety hepatocyte targeting agent.
−Removed: Traditional lipid nanoparticle-mediated delivery to hepatocytes occurs via uptake by the low-density lipoprotein receptor (LDLR).
−Removed: LUNAR’s advanced generation lipids have excellent liver targeting capabilities on their own.
−Removed: But diseases mediated by LDLR deficiency such as familiar hypercholesterolemia require alternate liver targeting and LUNAR delivery approaches.
−Removed: Therefore, we evaluated this targeting agent in an LDLR-deficient mouse model and found that only the LUNAR formulations with this targeting agent were able to deliver mRNA to the hepatocytes compared to LUNAR formulations that did not contain the targeting agent.
−Removed: Based on this promising data, we are expanding these platform development efforts.
+Added: LUNAR delivery to airway epithelium demonstrated in vivo across species (rodents, ferrets, NHPs).
LUNAR Safety and Tolerability (i.v.
1 unchanged sentence
As part of the screening method for our proprietary lipids, we conduct an initial lipid tolerability screen in Balb/C and C57Bl/6 mice strains to ascertain the initial maximum tolerated dose in rodent species(s).
−Removed: LUNAR formulations encapsulating hEPO mRNA with different ATX lipids are intravenously administered to these mouse
−Removed: strains at three and five mg/kg doses and monitored for clinical signs.
+Added: LUNAR formulations encapsulating hEPO mRNA with different ATX lipids are intravenously administered to these mouse strains at three and five mg/kg doses and monitored for clinical signs.
Blood was drawn at six and 48 hours after LUNAR administration and assayed for both liver functions and cytokine elevations.
16 unchanged sentences
Our STARR mRNA Technology
−Removed: Our distinct and proprietary self-amplifying mRNA (sa-mRNA) platform (STARR) includes proprietary algorithms that inform the design and optimization of sa-mRNA to enhance expression of the applicable antigen while minimizing structures that might inhibit expression.
−Removed: The replicase, an RNA-dependent RNA polymerase, is encoded upstream of the antigen of interest and functions to increase the duration of antigen expression compared to conventional (conventional) mRNA.
−Removed: The enhanced expression leads to higher immunogenicity at lower doses than conventional mRNA vaccines in preclinical studies (Figure 6 below).
+Added: Our distinct and proprietary self-amplifying mRNA (sa-mRNA) platform technology (STARR) incorporates proprietary design algorithms that optimize sa-mRNA to enhance expression of the applicable antigen while minimizing structures that could inhibit expression.
+Added: The replicase, an RNA-dependent RNA polymerase, is encoded upstream of the antigen of interest and functions to increase the duration of antigen/transgene expression compared to conventional mRNA (Figure 6).
+Added: When combined with LUNAR delivery, STARR has demonstrated reduced dose requirements and more durable, superior immune responses compared with conventional mRNA vaccines in preclinical studies and clinical trials.
The luciferase expression from an optimized sa-mRNA, STARR Technology (Green), a non-optimized sa-mRNA (Blue) and the conventional RNA (Purple).
1 unchanged sentence
The STARR Technology also demonstrated a longer duration of expression compared to the conventional RNA and also the non-optimized self-amplifying RNA.
−Removed: Vaccine candidates with STARR technology have been demonstrated to induce a longer-lasting and broader humoral immune response at lower dose levels than conventional mRNA-based vaccines.
Our Proprietary Manufacturing Technology
13 unchanged sentences
This manufacturing development process is also utilized for evaluating potential additives that improve drug substance and drug product quality and efficacy, improve manufacturing efficiency and reduce manufacturing costs.
−Removed: Some of the major accomplishments that have been achieved using this manufacturing development process are increased drug substance yield, reduction in drug substance impurities, increased manufacturing efficiency, and extended refrigerated and ambient temperature shelf life.
+Added: Some of the major accomplishments that have been achieved using this manufacturing development process are increased drug
+Added: substance yield, reduction in drug substance impurities, increased manufacturing efficiency, and extended refrigerated and ambient temperature shelf life.
Discovery Programs
1 unchanged sentence
We have conducted, and will continue to conduct, efforts to explore potential new drugs through our discovery and enabling technologies programs, though we are prioritizing our later stage programs.
−Removed: Discovery Programs – Vaccine Programs (Lyme Disease and Gonorrhea)
−Removed: Based on the clinical and regulatory validation of LUNAR and STARR technologies provided by the approval of KOSTAIVE, a self-amplifying messenger RNA (sa-mRNA) vaccine for COVID-19, we initiated vaccine discovery programs for Lyme disease and gonorrhea.
−Removed: The discovery programs rely on the evidence of superior immunogenicity, durability, and breadth of immune response compared to conventional mRNA vaccines, as observed in the COVID-19 program.
−Removed: Lyme disease is a bacterial infection and is the most common vector-borne disease in the United States.
−Removed: Infection can spread to joints, the heart and the nervous system.
−Removed: Gonorrhea is a sexually transmitted disease (STD) that can infect the mucous membranes of the reproductive tract.
−Removed: It is the second most commonly reported bacterial sexually transmitted infection in the United States.
−Removed: We selected these diseases based on high unmet medical needs, good understanding of the path forward in vaccine target selection, and demonstration of proof of concept, as well as platform advantages that may be translated in a favorable vaccine product.
Discovery Programs – HPV
Arcturus is advancing the development of a post-exposure HPV therapeutic vaccine candidate.
−Removed: Although prophylactic HPV vaccinations have substantially lowered the incidence of cervical cancer in developed countries,
−Removed: cervical cancer is still the fourth leading cause of cancer in women globally with the vast majority (approximately 90%) of cases in countries that have not yet widely adopted prophylactic HPV vaccinations and other cervical cancer prevention strategies, including screening and treatment.
+Added: Although prophylactic HPV vaccinations have substantially lowered the incidence of cervical cancer in developed countries, cervical cancer is still the fourth leading cause of cancer in women globally with the vast majority (approximately 90%) of cases in countries that have not yet widely adopted prophylactic HPV vaccinations and other cervical cancer prevention strategies, including screening and treatment.
Cervical cancer typically develops years after initial HPV exposure due to a failure to clear the virus and the integration of viral oncogenes.
A therapeutic vaccine which induces T-cell responses targeting the integrated HPV genes in precancerous cells could help prevent precancer and cancer in those already exposed to HPV.
−Removed: The Gates Foundation awarded Arcturus a grant of $3.9 million in November 2024 to support the development of such a therapeutic HPV vaccine through clinical candidate nomination stage.
+Added: The Gates Foundation awarded Arcturus a grant of $3.9 million in November 2024 to support the development of such a therapeutic HPV vaccine through the clinical candidate nomination stage.
Enabling Technologies
13 unchanged sentences
STARR vaccine expressing a tumor antigen led to a significant reduction of the tumor growth rate of a colorectal cancer cell line, CT26.
−Removed: T responses elicited by conventional mRNA cancer vaccine by various LUNAR formulations.
+Added: T cell responses elicited by conventional mRNA cancer vaccine by various LUNAR formulations.
+Added: Along with these platform improvements, we sought to understand how T cell responses induced by conventional mRNA, which have shown great promise in recent personalized cancer vaccine trials, differ from T cell responses induced by our STARR platform, especially after multiple vaccinations.
+Added: We compared T cell responses in mice vaccinated with either sa-mRNA (STARR) encoding 13 epitopes known to generate responses in C57BL/6 mice to those in mice vaccinated with a conventional (N1-psuedouridine modified) mRNA encoding those same epitopes.
+Added: All vaccines were formulated with our LUNAR lipids.
+Added: Each mouse received a series of five vaccinations with an interval of two weeks between vaccinations (Figure 8A).
+Added: We found that even after five vaccinations, mice vaccinated with sa-mRNA showed more than twice the CD8+ T cell response compared to mice vaccinated with conventional mRNA vaccine (Figure 8B).
+Added: Because sa-mRNA technology allows for extended duration of antigen expression, the possibility of T cell exhaustion after multiple vaccinations was a concern.
+Added: We assessed the levels of CD8+ T cells expression PD-1 or Lag-3, well characterized exhaustion markers, and found significantly lower levels of exhaustion markers in mice vaccinated with sa-mRNA compared to conventional mRNA (Figure 8C).
+Added: We hypothesize that the additional innate immune stimulation from the replicase intermediates may be responsible for the reduction in exhaustion makers.
+Added: CD8+ memory subsets were also analyzed.
+Added: While we expected to see increases in CD8+ T cell memory subsets overall, we observed that we saw an increase in the important T cell effector (Tem) subsets at the expense of T central memory (Tcm) in sa-mRNA vaccinated mice after 5 vaccinations (Figure 8D).
+Added: The generation of Tem cells is an important prognostic indicator of vaccine efficacy in cancer vaccination.
+Added: Lastly, we wanted to verify that T cells induced by multiple vaccinations with sa-mRNA were functional, so we assessed the levels of granzyme B, an important cytotoxic effector molecule, in CD8 T cells before and after stimulation.
+Added: Prior to stimulation sa-mRNA vaccinated mice had significantly higher granzyme B compared to conventional mRNA vaccinated mice.
+Added: After peptide stimulation, T cells from sa-mRNA vaccinated mice showed increased degranulation (as indicated by levels of CD107a, a degranulation marker) compared to T cells from conventional mRNA vaccinated mice (Figure 8E).
+Added: Altogether, our data indicate that our STARR platform not only delivers a higher magnitude of epitope-specific responses compared to conventional mRNA, but that the T cell response induced by the STARR platform is better suited for clinical efficacy even after multiple vaccinations by inducing highly functional and cytotoxic T cells with the relevant memory markers (Tem).
+Added: CD8 T cell responses after multiple vaccinations with sa-mRNA (STARR) vaccines and conventional mRNA vaccines formulated with LUNAR lipids.
+Added: (A) Design of sa-mRNA vaccine encoding 13 H-2b restricted T cell epitopes (top).
+Added: The conventional mRNA vaccine used the same epitope cassette.
+Added: C57Bl/6 mice were vaccinated 5 times (two-week interval between vaccinations) and spleens were collected two weeks after the last vaccination (bottom).
+Added: (B) Epitope specific responses to encoded epitopes were higher in sa-mRNA vaccinated mice compared to conventional mRNA vaccinated mice after 5 vaccinations.
+Added: (C) The T cell exhaustion markers PD-1 and Lag-3 were assessed and lower levels of PD-1 and PD-1/Lag3 were observed on CD8+ T cells from sa-mRNA vaccinated mice.
+Added: (D) Naïve (CD62L+CD44-), T central memory (Tcm;
+Added: CD62L+CD44+), and T effector memory (Tem;
+Added: CD62L-CD44+) were assessed in all mouse groups.
+Added: sa-mRNA vaccinated mice showed the highest levels of Tem cells, an important prognostic indicator of vaccine efficacy.
+Added: (E) CD8+ T cells were also assessed for granzyme B levels and surface levels of the degranulation marker, CD107A, before (top) and after (bottom) simulation with the encoded peptides.
+Added: Prior to stimulation, sa-mRNA vaccinated mice had the highest levels of granzyme B.
+Added: When stimulated, these cells lost granzyme B expression through degranulation, as indicated by the higher levels of CD107a, indicating functional degranulation of cytotoxic mediators was higher in sa-mRNA vaccinated mice compared to conventional mRNA vaccinated mice.
Enabling Technologies – Immuno-oncology
7 unchanged sentences
Generation of CAR-expressing cells by a process that is quicker and cheaper, particularly when targeting specific immune cell subtypes in vivo.
−Removed: The goal of the LUNAR-I/O program is to leverage the inherent advantages of both RNA and LUNAR technology to maximize clinical effectiveness of CAR-expressing cells.
−Removed: Initial experiments demonstrated that our proprietary LUNAR lipid nanoparticles can transfect > 90% of both primary human CD8+ and CD4+ T lymphocytes in vitro.
Our efforts to date have focused on targeting T lymphocytes in vivo with either CAR-mRNA or CAR-STARR (self-amplifying RNA) constructs in combination with other immunostimulatory molecules.
8 unchanged sentences
We continue to dedicate, resources to advance our sophisticated manufacturing know-how, including formulation of lipid nanoparticles, which improves manufacturing efficiency and capacity.
−Removed: In furtherance of optimizing commercial efforts, we continue, with our collaborator CSL Seqirus, to evaluate and advance manufacturing process and capabilities and technology transfers, including the pursuit of different product presentations.
We believe we have established sufficient manufacturing capacity through our CDMOs to meet our current internal research, development, and potential commercial needs, as well as our obligations under existing agreements with our partners.
21 unchanged sentences
The CSL Collaboration Agreement may also be terminated by CSL Seqirus for safety reasons, clinical data nonviability, commercial nonviability and other specified reasons.
−Removed: In March 2024, we entered into Amendment Number Two to Collaboration and License Agreement between CSL and the Company to reflect updates to the development program and other adjustments consistent with our prior disclosures regarding the Collaboration and License Agreement (“Amendment Number Two”).
+Added: In March 2024, we entered into Amendment Number Two to the CSL Collaboration Agreement to reflect updates to the development program and other adjustments consistent with our prior disclosures regarding the Collaboration and License Agreement (“Amendment Number Two”).
Amendment Number Two, among other things, adjusts (i) the development plans for certain product candidates, (ii) various development milestones related to such product candidates, (iii) provisions of the CSL Collaboration Agreement related to specific royalty payments, (iii) provisions of the CSL Collaboration Agreement related to distributors, and (iv) proprietary payment calculations related to the foregoing.
−Removed: The CSL Collaboration Agreement allows us to fulfill our obligations under the award from the Biomedical Advanced Research and Development Authority (BARDA) relating to rapid pandemic influenza response, announced by Arcturus in August 2022.
+Added: On May 30, 2025, we initiated an arbitration against CSL Seqirus before the International Chamber of Commerce, seeking payment of a milestone under the CSL Collaboration Agreement based on the European Commission’s grant of marketing authorization for a presentation of KOSTAIVE ® in the European Union.
+Added: In CSL Limited’s half-year results presented on February 11, 2026, CSL Limited reported an accounting write-down of approximately $430 million attributable to our collaboration agreement with CSL Seqirus, citing declining COVID-19 disease burden and more onerous U.S.
+Added: regulatory requirements.
Cystic Fibrosis Foundation Agreement
3 unchanged sentences
Further, in the event of a license, sale or other transfer of the product or our development program technology (including a change of control transaction), we will pay CFF a percentage of such license, sale or transfer payments actually received by us or our shareholders (subject to a royalty cap).
−Removed: On August 1, 2019, we entered into an amendment to the CFF
+Added: On August 1, 2019, we entered into an amendment to the CFF Agreement.
Pursuant to the amendment, (i) CFF will increase the amount it will award to advance LUNAR-CF, (ii) we will provide a certain amount of matching funds for remaining budgeted costs, and (iii) the related disbursement schedule from CFF to us was modified such that (a) a disbursement was made upon execution of the amendment, (b) an agreed upon amount will be disbursed to us within thirty days of the first day of each of January, April, July and October 2020, and (c) the last payment will be disbursed upon us invoicing CFF to meet good manufacturing practices and submitting an IND application.
1 unchanged sentence
On September 25, 2023, we entered into an additional amendment (the “Fourth Amendment”) to the CFF Agreement, pursuant to which we and CFF agreed to:
−Removed: (a) increase the Amount of Award (as defined in the CFF Agreement and applicable amendment) from CFF to advance LUNAR-CF by up to $9 million (for a total to date of up to approximately $25 million), and required Arcturus to provide $15 million in matching funds for remaining budgeted costs;
+Added: (a) increase the Amount of Award (as defined in the CFF Agreement and applicable amendment) from CFF to advance LUNAR-CF by up to $9 million (for a total to date of
+Added: up to approximately $25 million), and required Arcturus to provide $15 million in matching funds for remaining budgeted costs;
(b) modify the existing rates and caps on royalties due to CFF under the CFF Agreement, including the addition of an option for Arcturus to reduce the royalty rate through a one-time payment;
10 unchanged sentences
ARCALIS Joint Venture
−Removed: On August 14, 2023, we announced that ARCALIS Inc.
−Removed: (ARCALIS), our manufacturing joint venture in Japan to support the production of mRNA vaccines and therapeutics, had been awarded up to $115 million in two separate grants from the Japanese government.
−Removed: The grants were used to fund the construction of a factory and the purchase of capital equipment to support current Good Manufacturing Practice (cGMP) production of mRNA drug substance and mRNA drug product operations.
−Removed: On October 4, 2023, we announced that ARCALIS was selected by the Japanese Ministry of Economy, Trade and Industry to receive additional financial support to construct a DNA template manufacturing facility along with new state-of-the-art equipment.
−Removed: DNA plasmid generated at this facility would be used as key starting material in the manufacture of mRNA drug substance at ARCALIS’ neighboring mRNA drug substance facility, which was completed in July 2023.
−Removed: To date, approximately $165 million has been awarded to ARCALIS by the Japanese government, subject to certain terms and conditions, to build mRNA Drug Substance, mRNA Drug Product manufacturing capabilities and to construct a DNA template manufacturing facility.
−Removed: On November 14, 2024, Meiji Seika Pharma announced its investment in ARCALIS.
−Removed: This investment will further strengthen the collaborative relationship between the two companies.
−Removed: The combination of ARCALIS' advanced technology and operations in mRNA pharmaceuticals and vaccines with Meiji Seika Pharma's expertise in manufacturing, post-marketing safety management and stable product supply is expected to significantly improve the supply of mRNA vaccines in Japan.
−Removed: In January 2025, Meiji Seika Pharma, along with our manufacturing joint venture ARCALIS, received Ministry of Health, Labour and Welfare (MHLW) approval for adding commercial manufacturing sites in Japan for KOSTAIVE.
−Removed: Domestically produced products with active pharmaceutical ingredients manufactured at ARCALIS’s Minami-soma facilities, and formulated at Meiji Seika Pharmatech, are now able to be shipped for commercial use in Japan.
+Added: In April 2021, Arcturus and Axcelead, Inc., a company existing under the laws of Japan (“Axcelead”), formed a joint venture entity, named ARCALIS, Inc.
+Added: (“ARCALIS”), which operates as a corporation under the laws of Japan.
+Added: Axcelead is an integrated drug discovery solutions provider to the pharmaceutical industry in Japan, having succeeded to a portion of the drug discovery research department of Takeda Pharmaceutical Company Limited in 2017.
+Added: The goal of ARCALIS is to be a contract development and manufacturing organization focused on mRNA manufacturing that would provide manufacturing services to us and also to third parties.
+Added: ARCALIS has constructed facilities for the manufacture of mRNA drug substance and mRNA-LNP liquid and lyophilized drug product financed largely by grants from the Japanese government.
+Added: In January 2025, Meiji Seika Pharma, along with ARCALIS, received Ministry of Health, Labour and Welfare (MHLW) approval for adding commercial manufacturing sites in Japan for KOSTAIVE.
+Added: Domestically produced products with active pharmaceutical ingredients manufactured at ARCALIS’s Minami-soma facilities, and formulated at Meiji Seika Pharmatech, have been shipped for commercial use in Japan for the 2024-25 and 2025-26 seasons.
Legacy Arrangements
5 unchanged sentences
We rely on continuing technological innovation to strengthen our proprietary position in the field of nucleic acid medicines.
−Removed: Therefore, we plan to continue to file patent applications in jurisdictions around the world as we discover and develop novel nucleic acid technology platforms and novel nucleic acid therapeutic candidates.
+Added: Therefore, we plan to continue to file patent applications in jurisdictions around the world as we
+Added: discover and develop novel nucleic acid technology platforms and novel nucleic acid therapeutic candidates.
We cannot guarantee that future applications will be issued.
1 unchanged sentence
As of January 31, 2026, we own over 500 patents and pending patent applications.
−Removed: The claims of these patents and pending applications include compositions of matter, methods of use, manufacturing process and drug product formulations.
+Added: The claims of these patents and pending applications include compositions of matter, methods of use, manufacturing processes and drug product formulations.
These claims cover the use of our core platform technologies including the use of LUNAR ® and lipid components to deliver nucleic acids, specific nucleic acid modalities for treating disease, as well as our proprietary technology regarding the design, manufacture, and purification of nucleic acids for use in therapy.
6 unchanged sentences
As with our LUNAR portfolio, our patent holdings directed to our STARR platform have a broad geographical footprint.
−Removed: This portfolio is generally directed to specially designed RNA constructs, specific nucleotide and amino acid sequences, and lipid formulations comprising the same under the STARR technology.
+Added: This portfolio is generally directed to specially designed RNA constructs, specific nucleotide and amino acid sequences, and lipid formulations comprising the same.
We anticipate that further patents will be filed as we continue to innovate with respect to our STARR platform and that current applications covering these developments in our STARR platform, if granted, will last until 2046, not including any patent term extensions.
31 unchanged sentences
The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources.
−Removed: Failure to comply with the applicable U.S.
−Removed: requirements at any time during the product development process, approval process or after approval, may subject an applicant to administrative or judicial civil or criminal sanctions.
−Removed: FDA sanctions could include refusal to approve pending applications, withdrawal of an approval, clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, debarment, restitution, disgorgement or civil or criminal penalties.
−Removed: Any agency or judicial enforcement action could have a material adverse effect on us.
The process required by the FDA before a drug or biological product may be marketed in the United States generally involves the following:
4 unchanged sentences
• satisfactory completion of FDA inspections of the manufacturing facility or facilities where the drug is produced to ensure compliance with the FDA’s current good manufacturing practice standards (“cGMP”), to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity;
−Removed: • potential FDA audit of the nonclinical and clinical trial sites that generated the data in support of the NDA or BLA;
+Added: • potential FDA inspection of the nonclinical and clinical trial sites that generated the data in support of the NDA or BLA;
• FDA review and approval of the NDA or BLA.
2 unchanged sentences
Preclinical tests, also referred to as nonclinical studies, include discovery and target identification, in vitro testing to assess biological activity, mechanism of action, and potential toxicity, as well as animal studies to assess the potential safety, pharmacokinetics, and pharmacological activity of the drug candidate.
−Removed: The conduct of the animal studies must comply with federal regulations and requirements including GLP.
−Removed: The sponsor must submit the results of the preclinical tests, together with manufacturing information, analytical data, any available clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND.
−Removed: The IND automatically becomes effective thirty days after receipt by the FDA, unless the FDA imposes a clinical hold within that 30-day time period.
−Removed: In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin.
−Removed: The FDA may also impose clinical holds on a drug candidate at any time before or during clinical trials due to safety concerns or non-compliance.
−Removed: Accordingly, we cannot be sure that submission of an IND will result in the FDA allowing clinical trials to begin, or that, once begun, issues will not arise that suspend or terminate such trial.
Clinical trials involve the administration of the drug candidate to healthy volunteers or patients under the supervision of qualified investigators, generally physicians not employed by or under the trial sponsor’s direct control.
Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety.
−Removed: Each protocol must be submitted to the FDA as part of the IND.
−Removed: Clinical trials must be conducted in accordance with the FDA’s regulations comprising the good clinical practices requirements.
−Removed: Further, each clinical trial must be reviewed and approved by an independent institutional review board (“IRB”) at or servicing each institution at which the clinical trial will be conducted.
−Removed: An IRB is charged with protecting the welfare and rights of trial participants and considers such items as whether the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits.
−Removed: The IRB also approves the form and content of the
−Removed: informed consent that must be signed by each clinical trial subject or his or her legal representative and provides oversight for the clinical trial until completed.
Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:
7 unchanged sentences
These clinical trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication.
−Removed: Annual progress reports detailing the results of the clinical trials must be submitted to the FDA and written IND safety reports must be promptly submitted to the FDA and the investigators for serious and unexpected adverse events or any finding from tests in laboratory animals that suggests a significant risk for human subjects.
−Removed: Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, if at all.
−Removed: The FDA or the sponsor or its data safety monitoring board may suspend a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk.
−Removed: Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.
−Removed: Concurrently with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the drug as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements.
−Removed: The manufacturing process must be capable of consistently producing quality batches of the drug candidate and, among other things, must develop methods for testing the identity, strength, quality and purity of the final drug.
−Removed: Additionally, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable deterioration over its shelf life.
review and approval processes
2 unchanged sentences
a waiver of such fees may be obtained under certain limited circumstances.
−Removed: In addition, under the Pediatric Research Equity Act (“PREA”), an NDA or BLA or supplement to an NDA or BLA must contain data to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective.
−Removed: The FDA may grant deferrals for submission of data or full or partial waivers.
−Removed: Unless otherwise required by regulation, PREA does not apply to any drug for an indication for which orphan designation has been granted.
−Removed: The FDA reviews all NDAs or BLAs submitted to determine if they are substantially complete before it accepts them for filing.
−Removed: If the FDA determines that an NDA or BLA is incomplete or is found to be non-navigable, the filing may be refused and must be re-submitted for consideration.
−Removed: Once the submission is accepted for filing, the FDA begins an in-depth review of the NDA or BLA.
−Removed: Under the goals and policies agreed to by the FDA under the
−Removed: Prescription Drug User Fee Act (“PDUFA”), the FDA has 10 months from acceptance of filing in which to complete its initial review of a standard NDA or BLA and respond to the applicant, and six months from acceptance of filing for a priority NDA or BLA.
−Removed: The FDA does not always meet its PDUFA goal dates.
−Removed: The review process and the PDUFA goal date may be extended by three months or longer if the FDA requests or the NDA or BLA sponsor otherwise provides additional information or clarification regarding information already provided in the submission before the PDUFA goal date.
−Removed: After the NDA or BLA submission is accepted for filing, the FDA reviews the NDA or BLA to determine, among other things, whether the proposed product is safe and effective for its intended use, and whether the product is being manufactured in accordance with cGMP to assure and preserve the product’s identity, strength, quality and purity.
−Removed: The FDA may refer applications for novel drug or biological products or drug or biological products which present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application should be approved and under what conditions.
−Removed: The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.
−Removed: During the drug approval process, the FDA also will determine whether a risk evaluation and mitigation strategy (“REMS”) is necessary to assure the safe use of the drug.
−Removed: If the FDA concludes a REMS is needed, the sponsor of the NDA or BLA must submit a proposed REMS;
−Removed: the FDA will not approve the NDA or BLA without a REMS, if required.
−Removed: Before approving an NDA or BLA, the FDA will inspect the facilities at which the product is manufactured.
−Removed: The FDA will not approve the product unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications.
−Removed: The FDA requires vaccine manufacturers to submit data supporting the demonstration of consistency between manufacturing batches, or lots.
−Removed: The FDA works together with vaccine manufacturers to develop a lot release protocol, the tests conducted on each lot of vaccine post-approval.
−Removed: Additionally, before approving an NDA or BLA, the FDA will typically inspect the sponsor and one or more clinical sites to assure that the clinical trials were conducted in compliance with IND study requirements.
−Removed: If the FDA determines that the application, manufacturing process or manufacturing facilities are not acceptable it will outline the deficiencies in the submission and often will request additional testing or information.
−Removed: The NDA or BLA review and approval process is lengthy and difficult, and the FDA may refuse to approve an NDA or BLA if the applicable regulatory criteria are not satisfied or may require additional clinical data or other data and information.
−Removed: Even if such data and information are submitted, the FDA may ultimately decide that the NDA or BLA does not satisfy the criteria for approval.
−Removed: Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret the same data.
−Removed: The FDA will issue a complete response letter if the agency decides not to approve the NDA or BLA.
−Removed: The complete response letter usually describes all of the specific deficiencies in the NDA or BLA identified by the FDA.
−Removed: The deficiencies identified may be minor, for example, requiring labeling changes, or major, for example, requiring additional clinical trials.
−Removed: Additionally, the complete response letter may include recommended actions that the applicant might take to place the application in a condition for approval.
−Removed: If a complete response letter is issued, the applicant may either submit new information, addressing all of the deficiencies identified in the letter, or withdraw the application.
If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the commercial value of the product.
2 unchanged sentences
Post-approval requirements
−Removed: Any drug or biological products for which we or our strategic alliance partners receive FDA approvals are subject to continuing regulation by the FDA, including, among other things, record-keeping requirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, product sampling and distribution requirements, complying with certain electronic records and signature requirements and complying with FDA promotion and advertising requirements, which include, among others, standards for direct-to-consumer advertising, promoting drugs for uses or in patient populations that are not described in the drug’s approved labeling (known as “off-label use”), industry-sponsored scientific and educational activities, and promotional activities involving the internet.
−Removed: Failure to comply with FDA requirements can have negative
−Removed: consequences, including adverse publicity, enforcement letters from the FDA, mandated corrective advertising or communications with doctors, and civil or criminal penalties.
−Removed: Although physicians may prescribe legally available drugs for off-label uses, manufacturers may not market or promote such off-label uses.
−Removed: Following approval, the FDA continues to monitor vaccine quality through real-time monitoring of lots by requiring manufacturers to submit certain information for each vaccine lot.
−Removed: Vaccine manufacturers may only distribute a lot following release by the FDA.
−Removed: Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP and other laws.
−Removed: Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain cGMP compliance.
−Removed: Discovery of problems with a product after approval may result in restrictions on a product, manufacturer, or holder of an approved NDA or BLA, including withdrawal of the product from the market.
−Removed: In addition, changes to the manufacturing process require notice to or prior approval from the FDA before being implemented and other types of changes to the approved product, such as adding new indications and additional labeling claims, are also subject to further FDA review and approval.
+Added: Approved products remain subject to ongoing FDA regulation, including requirements relating to manufacturing, labeling, promotion, adverse event reporting and periodic inspections.
+Added: Failure to comply with applicable requirements may result in enforcement actions, including warning letters, fines, product recalls, suspension or withdrawal of approval, or other penalties.
Regulation in Europe and Other Regions
−Removed: In addition to regulations in the United States, we and our strategic alliance partners are subject to a variety of regulations in other jurisdictions governing, among other things, clinical trials and any commercial sales and distribution of our products.
−Removed: Whether or not we or our collaborators obtain FDA approval for a product, we must obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical trials or marketing of the product in those countries.
−Removed: Certain countries outside of the United States have a similar process that requires the submission of a clinical trial application much like the IND prior to the commencement of human clinical trials.
−Removed: Once the Clinical Trial Application (“CTA”) is approved in accordance with a country’s requirements, clinical trial development may proceed.
−Removed: To obtain regulatory approval of an investigational drug or biological product under EU regulatory systems, we or our strategic alliance partners must submit a marketing authorization application.
−Removed: The application in the EU is similar to that required in the United States, with the exception of, among other things, region/country-specific document requirements.
−Removed: For other countries outside of the EU, such as countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country.
−Removed: In all cases, again, the clinical trials are conducted in accordance with GCPs and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.
−Removed: The regulatory approval of marketing authorization application of an investigational drug or biological product is similar to that required in the United States, with the exception of, among other things, country-specific document requirements.
+Added: In addition to U.S.
+Added: requirements, we must obtain regulatory approvals in foreign jurisdictions prior to conducting clinical trials or marketing products outside the United States.
+Added: Regulatory requirements vary by country
+Added: but generally involve processes comparable to those of the FDA, including review of clinical data, manufacturing information and product labeling.
Our Business in General
The RNA pipeline across the biopharma industry is expansive, with mostly early-stage assets.
−Removed: Published market reports indicate that there are 1,000+ RNA assets in development with approximately 90% in pre-clinical and Phase I.
−Removed: Assets in development are across a broad therapeutic range making for a diffused therapeutic focus across the field.
+Added: Published market reports indicate that there are 1,000+ RNA assets in development with approximately 90% in pre-clinical and Phase 1 studies RNA assets in development are across a broad therapeutic range making for a diffused therapeutic focus across the field.
Competition is intensifying in this space as both biotech and larger pharma companies invest more in RNA technology and RNA pipelines mature in three key areas:
11 unchanged sentences
Below we have included what we believe to be the competitive landscape for certain of the medicines that we currently have in development.
+Added: Lung Franchise ARCT-032 (LUNAR-CF)
+Added: The lead candidate of our lung franchise is ARCT-032, an mRNA therapeutic candidate for cystic fibrosis based on our proprietary drug substance mRNA technology platform and our LUNAR lipid nanoparticle delivery platform has advanced into Phase 2 clinical development.
+Added: We are aware of product candidates of the following companies that we consider as competitors or future competitors to ARCT-032:
+Added: Moderna/Vertex, Recode Therapeutics, Eloxx Pharmaceuticals, 4DMT, Spirovant, SalioGen, Splisense, Krystal Biotech, Sionna and Enterprise Therapeutics.
+Added: Liver Franchise ARCT-810 (LUNAR-OTC)
+Added: Our liver franchise has advanced into mid-stage clinical development with ARCT-810 in Phase 2 clinical development.
+Added: Potential competitors include, but are not limited to, Ultragenyx and iECURE which are advancing a gene therapy program for OTC in clinical development.
+Added: Additional companies working on therapies targeting people with OTC deficiency include, Bloomsbury Genetic Therapies and Moderna, which has a therapeutic candidate in pre-clinical development.
LUNAR-COVID-19 Vaccine (KOSTAIVE ® )
−Removed: Our vaccine franchise is based on our self-amplifying and self-replicating STARR technology platform and our lipid nanoparticle delivery platform called LUNAR.
+Added: Our vaccine franchise is based on our self-amplifying STARR technology platform and our lipid nanoparticle delivery platform called LUNAR.
This franchise has advanced into the market with the approval of KOSTAIVE ® in Japan and geographic expansion is underway to other markets through our collaboration with CSL Seqirus.
We consider the following companies with approved or late-stage clinical development vaccines as some of our competitors or future competitors to our partnered COVID-19 vaccine franchise:
−Removed: Pfizer/BioNTech, Moderna, Janssen, AstraZeneca, Novavax, and HDT Bio.
+Added: Pfizer/BioNTech, Moderna, and Sanofi/Novavax.
Dozens of other companies are continuing to develop COVID-19 vaccines.
−Removed: However, the majority of these companies use conventional mRNA (not self-amplifying) and egg-based vaccine technology as the basis for their COVID-19 vaccines.
+Added: However, the majority of these companies use conventional mRNA (not self-amplifying) and protein-based vaccine technology as the basis for their COVID-19 vaccines.
LUNAR-FLU Vaccine
1 unchanged sentence
We consider the following companies as some of the competitors or future competitors to our partnered LUNAR-Flu vaccine franchise:
−Removed: Pfizer, BioNTech, Moderna, Novavax, and Sanofi.
−Removed: The flu industry is rapidly shifting to utilizing mRNA-based platforms in addition to other non-egg based technologies and traditional (egg-based) technologies.
−Removed: Liver Franchise ARCT-810 (LUNAR-OTC)
−Removed: Our liver franchise has advanced into mid-stage clinical development with ARCT-810 in Phase 2 clinical development.
−Removed: Potential competitors include, but are not limited to, Ultragenyx which is advancing a gene therapy program for OTC in clinical development, and Moderna which has a therapeutic candidate in pre-clinical development.
−Removed: Lung Franchise ARCT-032 (LUNAR-CF)
−Removed: The lead candidate of our lung franchise is ARCT-032, an mRNA therapeutic candidate for cystic fibrosis based on our proprietary drug substance mRNA technology platform and our LUNAR lipid nanoparticle delivery platform has advanced into Phase 2 clinical development.
−Removed: We are aware of product candidates of the following companies that we consider as competitors or future competitors to ARCT-032:
−Removed: Moderna/Vertex, Eloxx Pharmaceuticals, Recode, 4DMT, Spirovant, SalioGen and Splisense.
+Added: Pfizer, Moderna, Novavax, and Sanofi.
+Added: The flu industry is evaluating a shift to utilizing mRNA-based platforms in addition to other non-egg based technologies and traditional (egg-based) technologies.
Multiple Areas
Of the competitors noted above, the following compete with us across multiple areas of our portfolio and/or aspects of our platform technologies:
−Removed: • While we are the first and only company with an approved sa-mRNA vaccine in a major market, there are two other manufacturers with approved conventional mRNA-based vaccines
−Removed: o BioNTech, in collaboration with Pfizer, has a marketed COVID-19 conventional mRNA vaccine, COMIRNATY® available in multiple geographies, and is developing mRNA flu vaccine and COVID-19/flu combination vaccine, as well as latent virus and other vaccines of global public health interest in early development.
−Removed: o Moderna manufactures the only other approved conventional mRNA based COVID-19 vaccine, Spikevax®, which is available in multiple geographies.
+Added: • While we are the first and only company with an approved sa-mRNA vaccine in a major market, there are two other manufacturers with approved conventional mRNA-based vaccines, according to information published by the relevant companies:
+Added: o BioNTech, in collaboration with Pfizer, has a marketed COVID-19 conventional mRNA vaccine, COMIRNATY ® , available in multiple geographies, and is developing an mRNA flu vaccine and a COVID-19/flu combination vaccine, as well as latent virus and other vaccines of global public health interest in early development.
+Added: o Moderna manufactures two other approved conventional mRNA-based COVID-19 vaccines, Spikevax ® and mNEXSPIKE ® , which are available in multiple geographies.
Moderna’s pipeline includes both infectious disease and rare disease assets.
−Removed: From an infectious disease perspective, beyond Spikevax, Moderna is developing respiratory (e.g., seasonal flu, pandemic flu, COVID-19/flu combo, RSV, etc.), enteric (Norovius), bacterial (Lyme), latent (e.g., CMV, EBV, HSV, etc.), and other virus vaccine candidates which are in the clinical stage of development;
−Removed: ranging from Phase I to Phase III stages of development.
+Added: From an infectious disease perspective, beyond Spikevax, Moderna is developing respiratory (e.g., seasonal flu, pandemic flu, COVID-19/flu combo, RSV, etc.), enteric (Norovius), bacterial (Lyme), latent (e.g., EBV, HSV, etc.), and other virus vaccine candidates ranging from Phase I to Phase III stages of development.
Moderna’s rare disease pipeline includes intercellular therapeutics and inhaled therapeutics.
3 unchanged sentences
Neither entity nor the collaboration has achieved health authority approval for flu and/or COVID-19 mRNA vaccine products.
−Removed: Both the flu and COVID-19 assets are in Phase II clinical development;
−Removed: COVID-19/flu combo is in Phase I.
−Removed: However, CureVac developed the RNA Printer ® , an automated end-to-end system for manufacturing of GMP-grade mRNA vaccines and therapeutics which also has application in small-scale GMP manufacturing.
−Removed: In collaboration with Elon Musk and Tesla, CureVac plans to optimize and enhance their mRNA microscale manufacturing technology.
+Added: Both the flu and COVID-19 assets are in Phase 2 clinical development;
+Added: the COVID-19/flu combo is in Phase 1.
+Added: The GSK–CureVac collaboration is no longer a joint mRNA vaccine development partnership as it has been transformed into a licensing relationship where GSK owns and advances all the infectious‑disease mRNA vaccines originally co‑developed with CureVac.
+Added: • Subsequently, BioNTech formally acquired CureVac in January 2026 BioNTech acquisition of CureVac consolidated ownership of the companies’ ongoing IP litigation.
Human Capital
3 unchanged sentences
We consider relations with our employees to be good.
+Added: Our ability to advance our research, development, manufacturing and commercialization activities depends largely on our ability to attract, retain and develop qualified personnel.
+Added: We compete for talent in specialized and competitive markets and support our employees through professional
+Added: development and training programs, and generally offer our employees competitive compensation and benefits, including base salary, annual incentive bonuses, equity-based compensation, healthcare and insurance benefits, retirement savings plans and generous paid time off and holidays.
+Added: Senior Leadership
+Added: On December 11, 2025, we and Andy Sassine, our former Chief Financial Officer and former member of the Board of Directors, mutually agreed to end his employment relationship in an amicable manner effective December 31, 2025.
+Added: On December 12, 2025, Joe Roberts, our Controller, was appointed interim principal financial officer and interim principal accounting officer.
+Added: We have initiated a comprehensive search for a new Chief Financial Officer.
Available Information
22 unchanged sentences
• We are dependent upon relationships with our collaboration partners, and the failure of these relationships could negatively affect our business and results of operations.
−Removed: • We are exposed to interest rate risk, including under our loan agreements.
−Removed: • Our debt contains customary default clauses, a breach of which may result in acceleration of the repayment of some or all of this debt.
• We are highly dependent upon our relationship with CSL Seqirus to further research, manufacture and commercialize self-amplifying mRNA vaccines against COVID-19, influenza and three other infectious diseases;
+Added: CSL Seqirus has announced a significant write-down of the licensed collaboration programs.
• KOSTAIVE might not have a profitable commercial market.
9 unchanged sentences
• We may find it difficult to identify and enroll patients in our clinical studies, and the limited number of patients who have the diseases for which certain of our product candidates are being studied could delay or prevent clinical studies of certain of our product candidates.
−Removed: • If any of our product candidates cause undesirable side effects or have other properties impacting safety, their regulatory approval could be prevented, delayed or limited.
+Added: • If any of our product candidates cause undesirable side effects or have other properties impacting safety, further clinical trials may be denied or delayed and regulatory approval could be prevented, delayed or limited.
• Even if we obtain regulatory approval for a product candidate, we will still face extensive regulatory requirements and our products may face future development and regulatory difficulties.
3 unchanged sentences
• If our strategic alliances are unsuccessful or are terminated, we may be unable to commercialize certain product candidates and generate revenues.
+Added: • CSL Limited’s recent financial report included a significant write-down related to our licensed assets;
+Added: a potential separation of CSL Seqirus could disrupt our collaboration and materially harm our business.
• If the contract manufacturers we rely on to produce the supply of our preclinical and clinical product candidates, including materials for the manufacture of our product candidates, do not timely deliver adequate quantities of quality materials, development and commercialization of our product candidates would be hindered.
−Removed: • Any disruption in the supply chain of raw materials for, or in the manufacturing capacity and timing for the manufacture of drug substance or drug product for, our product candidates may cause a delay in developing and commercializing these product candidates and limit the revenues that we could generate.
+Added: • Any disruption in the supply chain of raw materials for, or in the manufacturing capacity and timing for the manufacture of drug substance or drug product for, our product candidates may cause a delay in
+Added: developing and commercializing these product candidates and limit the revenues that we could generate.
• If the contract research organizations and clinical trial sites we rely on to conduct, supervise and monitor our clinical trials perform in an unsatisfactory manner, it may harm our business.
3 unchanged sentences
• We may be involved in lawsuits to protect or enforce our patents or to defend against third party intellectual property claims, which could be expensive, time consuming and unsuccessful.
+Added: • We have filed a lawsuit alleging trade secret misappropriation and breach of contract, and any unfavorable outcome or related proceedings could materially and adversely affect our business, financial condition, results of operations, and reputation.
Government agencies have special contracting authority that gives them the ability to terminate and/or modify their contracts with us.
1 unchanged sentence
Government, and a negative audit could adversely affect our business.
−Removed: • We have identified a material weakness in our internal control over financial reporting, and determined that our disclosure controls and procedures were not effective.
−Removed: If our remediations of this material weakness is not effective, or if we experience additional material weaknesses or otherwise fail to maintain an effective system of internal control over financial reporting or adequate disclosure controls and procedures, we may not be able to accurately and timely report our financial results, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports, and the price of our common stock may decline.
RISKS RELATED TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL CAPITAL
5 unchanged sentences
In 2025 we recognized a significant portion of our revenue from non-recurring milestone payments and license revenue under our collaboration agreement with CSL Seqirus.
−Removed: Our future payments from CSL Seqirus are dependent on our ability to execute by meeting key product development and other milestones within the contract.
+Added: We may not receive any future milestone payments from CSL Seqirus.
We have not recognized any revenue from product sales since our inception.
35 unchanged sentences
We expect our research and development expenses to substantially increase in connection with our ongoing activities, particularly as we advance our product candidates towards and through clinical trials.
−Removed: We expect that we will need to raise additional capital to support our operations and such funding may not be available to us on acceptable terms, or at all.
−Removed: As of December 31, 2024, we had unrestricted cash and cash equivalents of $237.0 million, which we expect should be sufficient to fund currently planned operations for the near future.
+Added: We expect that we
+Added: will need to raise additional capital to support our operations and such funding may not be available to us on acceptable terms, or at all.
+Added: As of December 31, 2025, we had unrestricted cash and cash equivalents of $230.9 million, which we expect should be sufficient to fund currently planned operations for the near future, at least the next 12 months.
But if our plans change or we face unexpected circumstances, our capital resources may be depleted more rapidly than we currently anticipate.
4 unchanged sentences
Even if the results of clinical studies of our product candidates are positive, the stock market might not react favorably, which would weaken our ability to raise additional capital.
−Removed: A portion of our current cash balance is expected to be utilized during 2024 to fund our continued preclinical and clinical development activities for our pipeline, including manufacturing activities to support such development activities.
+Added: A portion of our current cash balance is expected to be utilized during fiscal year 2026 to fund (i) advances to our LUNAR-CF program in clinical trials, (ii) the continued Phase 2 trial of ARCT-810, our LUNAR-OTC candidate, (iii) expenses incurred prior to customer payments under the CSL Collaboration Agreement and BARDA agreement and (iv) continued exploratory activities related to our platform and other general administrative activities.
Any additional fundraising efforts may divert our management from our day-to-day activities, which may delay and hinder our ability to develop and commercialize future product candidates.
8 unchanged sentences
• disagreements with our collaboration partners regarding the satisfaction of milestones;
−Removed: • adverse decisions by a collaboration partner regarding the amount and timing of resource expenditures for the commercialization, distribution, and sale of our drug products;
+Added: • adverse decisions by a collaboration partner regarding the amount and timing of resource expenditures for the development, commercialization, distribution, and sale of our drug products;
• failure by a collaboration partner to perform its duties under its collaboration agreement with us (e.g., its failure to comply with regulatory requirements);
8 unchanged sentences
If we sought to find one or more other pharmaceutical company partners for some or all of these activities, we may not be successful in such efforts, or they may result in collaborations that have us expending greater funds and efforts than our relationships with our current collaboration partners.
−Removed: We are exposed to interest rate risk, including under our loan agreements.
−Removed: We are exposed to market risk from changes in interest rates.
−Removed: Exposure to interest rate risk results from our debt obligations, including the credit agreement entered into on April 21, 2023 and amended on June 26, 2024 by our wholly-owned subsidiary, Arcturus Therapeutics, Inc., and Wells Fargo Bank, National Association (as amended, the “Credit Agreement”), providing for a revolving credit line evidenced by a revolving line of credit note (the “Note”).
−Removed: Borrowings under the Credit Agreement will bear interest at a rate of 1.00% above either the Daily Simple SOFR or Term SOFR (as such terms are defined in the Note), with “SOFR” being the rate per annum equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York.
−Removed: All Loans shall bear interest during an Event of Default (as defined in the Credit Agreement) at a rate equal to 2.00% above the interest rate applicable immediately prior to the occurrence of the Event of Default (as defined in the Credit Agreement).
−Removed: As of December 31, 2024, we had no outstanding balance under the Credit Agreement.
−Removed: Our indebtedness could materially and adversely affect our business, financial condition and results of operations.
−Removed: Agreements with our lenders, including with Wells Fargo Bank, National Association, create several limitations on us, including but not limited to:
−Removed: • limiting our flexibility in planning for, or reacting to, changes in our business and our industry;
−Removed: • placing us at a competitive disadvantage compared to our competitors who may have less debt or comparable debt at more favorable interest rates or less strict covenants and other limitations or requirements;
−Removed: • limiting our ability to incur specified types of additional indebtedness which may be desired for working capital, capital expenditures, research and development efforts, acquisitions, debt service requirements, execution of our business strategy or other purposes;
−Removed: • resulting in an acceleration of our obligations upon the occurrence of an event of default.
−Removed: Our ability to comply with these covenants in future periods will depend on our financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control.
−Removed: Any of these factors or others described in the Credit Agreement could materially and adversely affect our business, financial condition and results of operations.
−Removed: Our debt contains customary default clauses, a breach of which may result in acceleration of the repayment of some or all of this debt.
−Removed: The Credit Agreement contains customary default clauses.
−Removed: In the event we were to default on our obligations under our debt and were unable to cure or obtain a waiver of such default, the repayment of our debt may be accelerated.
−Removed: If such acceleration were to occur, we would be required to promptly secure alternative sources of equity or debt financing to be able to repay the debt.
−Removed: Alternative financing may not be available on terms satisfactory to us, or at all.
−Removed: New debt financing may require the cooperation and agreement of our existing lenders.
−Removed: If acceptable alternative financing were unavailable, we would have to consider alternatives to fund the repayment of the debt, which could materially and adversely affect our business, financial condition and results of operations.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
1 unchanged sentence
federal net operating losses (“NOLs”) incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal NOLs is limited.
−Removed: It is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act.
To the extent that we continue to generate taxable losses for United States federal income tax purposes, unused NOLs will carry forward to offset future taxable income (subject to any applicable limitations), if any.
4 unchanged sentences
As a result, if we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset U.S.
−Removed: federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.
+Added: federal or state taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.
Similar provisions of U.S.
4 unchanged sentences
We are highly dependent upon our relationship with CSL Seqirus to further research, manufacture and commercialize self-amplifying mRNA vaccines against COVID-19, influenza and three other infectious diseases;
+Added: CSL Seqirus has announced a significant write-down of the licensed collaboration programs.
In November 2022, we entered into the CSL Collaboration Agreement with CSL Seqirus, for the research, manufacture and global commercialization of self-amplifying mRNA vaccines against COVID-19, influenza and three other infectious diseases.
−Removed: If such relationship is unsuccessful, or if CSL Seqirus terminates its collaboration agreement with us, it would negatively impact our ability to conduct our business and generate net product revenue.
+Added: If such relationship is unsuccessful, if CSL Seqirus terminates its collaboration agreement with us, or if we determine it is in our best interests to terminate the agreement, it could negatively impact our ability to generate net product revenue.
Failure by CSL Seqirus to perform its duties under its collaboration agreement with us may negatively affect us.
−Removed: The potential financial returns to us under our collaboration agreements with CSL Seqirus depends in large part on the achievement of milestones and generation of product sales.
−Removed: If CSL Seqirus fails to perform or satisfy its obligations under the collaboration agreement or if we otherwise encounter disagreement with CSL Seqirus regarding the satisfaction of milestones, the development and commercialization of the licensed programs could be delayed, hindered or may not occur and our business and prospects could be materially and adversely affected.
−Removed: The fulfillment of our obligations under the CSL Collaboration Agreement may require significant deployment of our resources, which could disrupt or delay our ability to pursue other programs, including our platform development and development of other product candidates.
+Added: In CSL Limited’s half-year results presented on February 11, 2026, CSL Limited reported an accounting write-down of approximately $430 million attributable to our collaboration agreement with CSL Seqirus, citing decline in the COVID-19 market and more onerous U.S.
+Added: regulatory requirements.
+Added: Such action and CSL’s statements indicate that CSL Seqirus no longer believes that the collaboration assets will generate sufficiently probable, risk-adjusted economic benefits.
+Added: The development of the licensed assets and even commercialization activity may be significantly impacted.
+Added: If CSL Seqirus ceases, suspends or materially reduces development and commercialization activities of our technology under the CSL Collaboration, our business and prospects could be materially and adversely affected.
+Added: Any disagreement with CSL Seqirus regarding the satisfaction of milestones, or of CSL Seqirus’ obligations toward development or commercialization of the licensed programs, could result in a dispute that could result in termination of a program, and possibly costly litigation or arbitration which may divert management attention and resources.
+Added: A potential separation of CSL Seqirus could disrupt our collaboration and materially harm our business.
+Added: Reports that CSL Limited intends to separate or spin off its vaccine business, including its subsidiary CSL Seqirus, could disrupt or adversely affect our collaboration with CSL Seqirus and materially harm our business.
+Added: We cannot predict the timing, terms, structure, or ultimate consummation of any potential separation, and even the announcement or pendency of such a transaction may create uncertainty and execution risk that could adversely affect CSL Seqirus’s performance under our agreements and, as a result, our programs, timelines and costs.
+Added: For example, a separation could lead to shifting strategic priorities, changes in management focus, or reduced access to corporate resources, capital, manufacturing networks or commercial infrastructure previously available to CSL Seqirus as part of the CSL group.
+Added: In addition, any stand‑alone entity may have a different risk profile, capital structure, credit quality, or appetite for development and commercial investment, which could impair its ability or willingness to satisfy funding, diligence, supply, or commercialization obligations or to continue programs that were prioritized prior to the separation.
KOSTAIVE might not have a profitable commercial market.
If the prevalence of COVID-19 and public concern about the virus continues to decline, the potential market opportunity will shrink for KOSTAIVE under our collaboration with CSL Seqirus.
−Removed: As further COVID-19 vaccines are approved, production of existing COVID-19 vaccines improves and the COVID-19 impact transitions from pandemic to endemic stage, there may be downward pressure on prices.
+Added: Further, as additional COVID-19 vaccines are approved and production of existing COVID-19 vaccines improves, there may be downward pressure on prices.
Therefore, even if we and CSL Seqirus can get through the extremely costly, long and risky process of developing and obtaining regulatory approval to market a vaccine globally, it may not be commercially successful.
−Removed: This failure could be due to reduced demand for COVID-19 vaccines, lower prices, distribution problems, competitors’ products or many other reasons.
+Added: This failure could be due to reduced demand for COVID-19 vaccines, increased regulatory hurdles, lower prices, distribution problems, competitors’ products or many other reasons.
Our manufacturing process for KOSTAIVE includes a step for lyophilization to enhance the stability of the vaccine product.
1 unchanged sentence
Any changes to our manufacturing processes or our product format could take a long time, be expensive and be unsuccessful.
−Removed: It is also still unclear if the vaccines will enable adequate long-term protection, as (i) many vaccinated individuals have become ill due to “breakthrough infections” and have transmitted the virus to many others, (ii) there are millions of individuals who refuse to be vaccinated or who cannot be vaccinated due to pre-existing
−Removed: conditions, (iii) it is unclear how long the vaccine protection will last, and (iv) genetic mutations or variants of the virus already have had, and are expected to continue to have, an adverse impact on the efficacy of available vaccines.
+Added: It is also still unclear if the vaccines will enable adequate long-term protection, as (i) many vaccinated individuals have become ill due to “breakthrough infections” and have transmitted the virus to many others, (ii) there are millions of individuals who refuse to be vaccinated or who cannot be vaccinated due to pre-existing conditions, (iii) it is unclear how long the vaccine protection will last, and (iv) genetic mutations or variants of the virus already have had, and are expected to continue to have, an adverse impact on the efficacy of available vaccines.
If we cannot, with and through our partner, develop and commercialize a vaccine that adequately addresses some of these shortcomings of vaccines currently on the market, we cannot expect to have commercial success.
2 unchanged sentences
Our continued development efforts for KOSTAIVE, and the ongoing efforts to retain approval of updated versions, is dependent on the efforts of our partner, CSL Seqirus.
−Removed: KOSTAIVE could face increased research and development costs, including for clinical trials, non-clinical studies and CMC, when updating COVID-19 vaccines containing new variants of concern based on WHO and FDA recommendations.
+Added: KOSTAIVE could face increased research and development costs, including
+Added: for clinical trials, non-clinical studies and CMC, when updating COVID-19 vaccines containing new variants of concern based on WHO and FDA recommendations.
If key regulatory authorities, such as the FDA, determine that our data is inadequate or unacceptable, or make the path to regulatory approval more difficult, we may not be able to achieve regulatory approval and any additional study may prove too costly for us to conduct without a strategic partner.
3 unchanged sentences
We are relying on our partner, CSL Seqirus, and CSL Seqirus’ partner, Meiji Seika Pharma (Meiji), to conduct further development and commercialization of KOSTAIVE in Japan.
−Removed: Even if KOSTAIVE continues to be commercialized in Japan, there might not be meaningful sales, due to competition, pricing, product profile or other factors.
−Removed: Japanese regulatory agencies and purchasers might require involvement of Japanese companies in the domestic production of our COVID-19 vaccine, and our Japanese partners and contract manufacturers might not be able to scale up to commercial quantities.
−Removed: If any such Japanese companies do not participate or fail in such activities, then our and our partners’ ability to commercialize our COVID-19 vaccine will be materially harmed.
+Added: Even if KOSTAIVE continues to be commercialized in Japan, there might not be meaningful sales, due to competition, pricing, product profile, vaccine uptake by the public or other factors.
+Added: To date, demand for KOSTAIVE in Japan has been weak, and future sales may decrease and our partners may decide to cease commercialization.
Although KOSTAIVE has received approval in Europe, KOSTAIVE has not, and might never, achieve commercialization in Europe, due to a numbers of factors, such as the competitiveness of different product presentations and formats and the wide market penetration of existing COVID-19 vaccine makers.
5 unchanged sentences
Our business could be further materially and adversely affected by our competitors’ commercialization of their vaccines before our vaccine candidate is approved in various countries.
−Removed: If the COVID-19 vaccines of our competitors are shown to be are safer, more effective against multiple variants, have fewer or less severe side effects, have broader market acceptance, are more convenient or are less expensive than any vaccine candidate than KOSTAIVE, then KOSTAIVE may not achieve any commercial success even where approved.
−Removed: Furthermore, if any competitors are successful in producing a more efficacious vaccine or other treatment for COVID-19, or if any competitors are able
−Removed: to manufacture and distribute any such vaccines or treatments with greater efficiency, there may be a diversion of potential governmental and other funding away from us and toward such other parties.
+Added: If the COVID-19 vaccines of our competitors are shown to be safer, more effective against multiple variants, have fewer or less severe side effects, have broader market acceptance, are more convenient or are less expensive than any vaccine candidate than KOSTAIVE, then KOSTAIVE may not achieve any commercial success even where approved.
+Added: Furthermore, if any competitors are successful in producing a more efficacious vaccine or other treatment for COVID-19, or if any competitors are able to manufacture and distribute any such vaccines or treatments with greater efficiency, there may be a diversion of potential governmental and other funding away from us and toward such other parties.
We face significant competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively.
5 unchanged sentences
Our competitors may succeed in developing, acquiring or licensing on an exclusive basis, drug products that are more effective, safer or less costly than any product candidate that we may develop.
−Removed: Our existing competitors and new market entrants may respond more quickly to or integrate new or emerging technologies such as artificial intelligence and machine learning, undertake more extensive marketing campaigns, have greater access to clinical information to support ongoing product position in the market, have greater financial, marketing and other resources or be more successful in attracting potential customers, employees and strategic partners.
+Added: Our existing competitors and new market entrants may respond more quickly to or integrate new or
+Added: emerging technologies such as artificial intelligence and machine learning, undertake more extensive marketing campaigns, have greater access to clinical information to support ongoing product position in the market, have greater financial, marketing and other resources or be more successful in attracting potential customers, employees and strategic partners.
There can be no assurance that any products now in development, or that we may seek to develop in the future, will achieve technological feasibility, obtain regulatory approval or gain market acceptance.
1 unchanged sentence
Our competitors may achieve patent protection, regulatory approval, or product commercialization that would limit our ability to compete with them.
−Removed: These and other competitive pressures could have a material adverse effect our business.
+Added: These and other competitive pressures could have a material adverse effect on our business.
If we are unable to generate successful results from preclinical and clinical studies of our product candidates, or experience significant delays in doing so, our business may be materially harmed.
20 unchanged sentences
We evaluate and implement the product presentation attributes based on our considerations of regulatory and commercial potential, along with scientific feasibility.
−Removed: There can be no assurance that the product presentation or characteristics of any of our products will be sufficient to achieve regulatory approval or commercialization per planned timelines.
+Added: There can be no assurance that the product presentation or characteristics of any of
+Added: our products will be sufficient to achieve regulatory approval or commercialization per planned timelines.
For example, the stability of our products and the vial presentations could impact the commercial attractiveness of a product, and different markets may favor different characteristics.
14 unchanged sentences
The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results.
−Removed: Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed
−Removed: their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval for their products.
+Added: Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval for their products.
Furthermore, even if prior animal studies have demonstrated the potential safety and efficacy of our product candidates, there can be no guarantee that such results will be reproducible in preclinical studies and clinical trials involving human subjects.
24 unchanged sentences
We face risks that clinical trials may not begin as planned, may need to be restructured or may not be completed on schedule, or at all.
−Removed: Significant clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidates or could allow our competitors to bring products to market
−Removed: before we do, which would impair our ability to successfully commercialize our product candidates.
+Added: Significant clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidates or could allow our competitors to bring products to market before we do, which would impair our ability to successfully commercialize our product candidates.
Any inability to timely and successfully complete preclinical and clinical development, whether independently or with our strategic alliance partners, could result in additional costs to us or impair our ability to generate revenues from product sales, regulatory and commercialization milestones and royalties.
6 unchanged sentences
The process of finding and diagnosing patients may prove costly, especially since the rare diseases we are studying are commonly underdiagnosed.
−Removed: We also may not be able to identify, recruit, and enroll a sufficient number of appropriate patients to complete our clinical studies because of demographic criteria for prospective patients, the perceived risks and benefits of the product candidate under study, the proximity and availability of clinical study sites for prospective patients, and the patient referral practices of physicians.
+Added: We also may not be able to identify, recruit, and enroll a sufficient number of appropriate patients to complete our clinical studies because of demographic criteria for prospective patients, the
+Added: perceived risks and benefits of the product candidate under study, the proximity and availability of clinical study sites for prospective patients, and the patient referral practices of physicians.
The availability and efficacy of competing therapies and clinical studies can also adversely impact enrollment.
3 unchanged sentences
Any of these occurrences may harm our business, financial condition, and prospects significantly.
−Removed: If any of our product candidates cause undesirable side effects or have other properties impacting safety, their regulatory approval could be prevented, delayed or limited.
−Removed: Undesirable side effects caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other regulatory authorities.
+Added: If any of our product candidates cause undesirable side effects or have other properties impacting safety, approvals to proceed with further clinical trials may be denied or delayed and regulatory approval could be prevented, delayed or limited.
+Added: Undesirable side effects caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials, or to deny or delay approvals to proceed with further clinical trials, and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other regulatory authorities.
It is likely that there will be side effects associated with use of our product candidates.
26 unchanged sentences
In addition, we or our strategic alliance partners may experience delays or rejections based upon additional government regulation from future legislation or administrative action, or changes in regulatory agency policy during the period of product development, clinical trials and the review process.
−Removed: In addition, the new 2025 U.S.
−Removed: presidential administration has implemented or threatened reductions in force and work stoppages across several U.S.
−Removed: federal agencies.
−Removed: Any such reductions or stoppages at the FDA or other federal agencies could delay the approval or review processes for any of our products and product candidates, which could negatively impact our business and results of operations.
−Removed: In addition, the new presidential administration may institute policies, communications or programs that could negatively impact the biotechnology industry, vaccine products and our ability to raise additional financing.
+Added: Our rare disease candidates, even if approved, might not have a profitable commercial market.
+Added: Rare diseases, by definition, have a relatively small population of patients, thereby limiting the potential market size and increasing pressure on the pricing of drug products in order to have a profitable market opportunity.
+Added: Further, our rare disease therapeutic candidates require dosing of drug substance in far greater quantities than in our vaccine candidates, which significantly increases the costs of manufacture.
+Added: Such factors, along with political and societal pressure to minimize pricing, could impact the ability of our products to have sustainable and profitable commercial markets.
+Added: Therefore, even if we can get through the extremely costly, long and risky process of developing and obtaining regulatory approval to market a drug candidate, it may not be commercially successful.
+Added: Current regulatory authorities in the United States may change or institute policies that increase challenges for clinical development, regulatory approval and commercialization of our vaccine and other programs
+Added: Leadership and policy priorities at the HHS and the FDA have changed and may continue to evolve, which could result in modifications to regulatory requirements, approval standards or development pathways applicable to vaccines and therapeutic products.
+Added: Although certain regulatory initiatives may be intended to streamline development, recent FDA guidance has adversely affected the timing and expected costs of our programs.
+Added: On September 5, 2025, the week prior to our planned submission of a Biologics License Application for KOSTAIVE, the FDA requested that we delay our submission and in October 2025 informed us that, although the FDA had previously agreed that our proposed data package could support a single-dose indication, upon further consideration it found that additional data from a clinical endpoint efficacy will be needed based on a revised COVID-19 vaccine regulatory framework.
+Added: In addition, changes in governmental policies, funding priorities, or staffing levels, including reductions in force or work stoppages affecting federal agencies, could delay regulatory review processes or
+Added: otherwise negatively impact the development, approval or commercialization of our product candidates.
+Added: Any such developments could materially adversely affect our business, financial condition and results of operations.
Even if we obtain regulatory approval for a product candidate, we will still face extensive regulatory requirements and our products may face future development and regulatory difficulties.
18 unchanged sentences
Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities.
−Removed: If we do not accurately evaluate the commercial potential or target market for a particular product candidate, we may
−Removed: relinquish valuable rights to that product candidate through strategic alliance, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights to such product candidate, or we may allocate internal resources to a product candidate in a therapeutic area in which it would have been more advantageous to enter into a partnering arrangement.
+Added: If we do not accurately evaluate the commercial potential or target market for a particular product candidate, we may relinquish valuable rights to that product candidate through strategic alliance, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights to such product candidate, or we may allocate internal resources to a product candidate in a therapeutic area in which it would have been more advantageous to enter into a partnering arrangement.
If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.
We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes.
−Removed: Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials.
+Added: operations involve the use of hazardous and flammable materials, including chemicals and biological materials.
Our operations also produce hazardous waste products.
28 unchanged sentences
If any of our products is approved, but does not achieve an adequate level of acceptance by physicians, patients and healthcare payors, we may not generate sufficient revenues from such product and we may not become or remain profitable.
−Removed: Such increased competition may decrease any future potential revenue for future product candidates due to increasing pressure for lower pricing and higher discounts in the commercialization of our product.
+Added: Such increased competition
+Added: may decrease any future potential revenue for future product candidates due to increasing pressure for lower pricing and higher discounts in the commercialization of our product.
If we are unable to establish cost-effective sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may be unable to generate any revenues from product sales.
11 unchanged sentences
A variety of risks associated with international operations could materially adversely affect our business.
−Removed: KOSTAIVE has received marketing approval in Japan and Europe, and we intend to make efforts to expand into other countries outside of the United States for such product and for future potential products.
+Added: KOSTAIVE has received marketing approval in Japan and Europe and may expand into other countries outside of the United States for such product and for future potential products.
As a result, we are and expect that we will be subject to additional risks related to entering into international business relationships, including:
29 unchanged sentences
Thus, even if we succeed in bringing a product to market, it may not be considered medically necessary or cost-effective, and the amount reimbursed for any products may be insufficient to allow us to sell our products on a competitive basis.
−Removed: In addition, we cannot be certain if and when we will obtain formulary approval to allow us to sell any products into our target markets.
−Removed: Obtaining formulary approval from hospitals and from pharmacy benefits payors can be an expensive and time-consuming process.
−Removed: Failure to obtain timely formulary approval will limit our commercial success.
−Removed: There have been a number of legislative and regulatory proposals to change the healthcare system in the United States and in some foreign jurisdictions that could affect our ability to sell products profitably.
−Removed: These legislative and/or regulatory changes may negatively impact the reimbursement for drug products, following approval.
−Removed: The availability of numerous generic treatments may also substantially reduce the likelihood of reimbursement for our future products.
−Removed: We expect to experience pricing pressures in connection with the sale of any products that we develop, due to the trend toward managed healthcare, the increasing influence of health maintenance organizations and additional legislative changes.
−Removed: The downward pressure on healthcare costs in general, and prescription drugs in particular, has and is expected to continue to increase in the future.
−Removed: For instance, government and private payors who reimburse patients or healthcare providers are increasingly seeking greater upfront discounts, additional rebates and other concessions to reduce prices for pharmaceutical products.
−Removed: If we fail to successfully secure and maintain sufficient reimbursement coverage for our future products or are significantly delayed in doing so, we will have difficulty achieving market acceptance of our future products and our business will be harmed.
−Removed: In addition, in some non-U.S.
−Removed: jurisdictions, the proposed pricing for a drug must be approved before it may be lawfully marketed.
−Removed: The requirements governing drug pricing vary widely from country to country.
−Removed: For example, the EU provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use.
−Removed: A member state may approve a specific price for the medicinal product, or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market.
−Removed: If any country that has price controls or reimbursement limitations for pharmaceutical products does not allow favorable reimbursement and pricing arrangements for any of our products, our sales and profits from that product could be severely limited.
−Removed: Historically, products launched in the EU do not follow price structures of the U.S.
−Removed: and generally tend to be priced significantly lower.
RISKS RELATED TO OUR RELIANCE ON OUTSIDE PARTIES
22 unchanged sentences
Any of these events would have a material adverse effect on our results of operations and financial condition.
+Added: A potential separation of CSL Seqirus could disrupt our collaboration and materially harm our business.
+Added: Reports that CSL Limited intends to separate or spin off its vaccine business, including its subsidiary CSL Seqirus, could disrupt or adversely affect our collaboration and materially harm our business.
+Added: We are party to a strategic collaboration with CSL Seqirus for the development and commercialization of mRNA vaccines for COVID-19, influenza and certain other infectious diseases.
+Added: We cannot predict the timing, terms, structure, or ultimate consummation of any potential separation, and even the announcement or pendency of such a transaction may create uncertainty and execution risk that could adversely affect CSL Seqirus’s performance under our agreements and, as a result, our programs, timelines and costs.
+Added: For example, a separation could lead to shifting strategic priorities, changes in management focus, or reduced access to corporate resources, capital, manufacturing networks or commercial infrastructure previously available to CSL Seqirus as part of the CSL group.
+Added: In addition, any stand‑alone entity may have a different risk profile, capital structure, credit quality, or appetite for development and commercial investment, which could impair its ability or willingness to satisfy funding, diligence, supply, or commercialization obligations or to continue programs that were prioritized prior to the separation.
If the outside contractors we rely on to conduct some aspects of our compound formulation, research and studies do not perform satisfactorily and meet deadlines, development of our product candidates could be delayed or precluded.
We do not independently conduct all aspects of our drug discovery activities, compound formulation research or preclinical and clinical studies of product candidates.
−Removed: We currently rely and expect to continue to rely on outside contractors to conduct some aspects of our preclinical and clinical studies and formulation development, but we remain responsible for ensuring that each of our IND-enabling studies and clinical trials are conducted in accordance with the study plan and protocols for the trial.
+Added: We currently rely and expect to continue to rely on outside
+Added: contractors to conduct some aspects of our preclinical and clinical studies and formulation development, but we remain responsible for ensuring that each of our IND-enabling studies and clinical trials are conducted in accordance with the study plan and protocols for the trial.
If these outside parties terminate their engagements with us or do not successfully carry out their contractual duties, meet expected deadlines or conduct our studies in accordance with regulatory requirements or our stated study plans and protocols, we will not be able to complete, or may be delayed in completing, the necessary preclinical studies to enable us or our strategic alliance partners to select viable product candidates for IND submissions and will not be able to, or may be delayed in our efforts to, successfully develop and commercialize such product candidates.
20 unchanged sentences
We have and may continue to experience some supplier shortages and delivery delays.
−Removed: If our vendors fail to supply materials or to manufacture substances or products in the required quantities on a timely basis and at commercially reasonable prices, and we are unable to secure one or more replacement vendors in a timely manner at a substantially equivalent cost, our clinical trials may be delayed, and our commercialization prospects could be materially diminished.
+Added: If our vendors fail to supply materials or to manufacture
+Added: substances or products in the required quantities on a timely basis and at commercially reasonable prices, and we are unable to secure one or more replacement vendors in a timely manner at a substantially equivalent cost, our clinical trials may be delayed, and our commercialization prospects could be materially diminished.
Prior to marketing approval for any of our product candidates, a manufacturer and its processes are required to be qualified by the FDA.
3 unchanged sentences
Switching vendors may involve substantial costs and is likely to result in a delay in our desired clinical and commercial timelines.
−Removed: In addition, if our alliance partners elect to control manufacturing for certain programs, we may lose control over the manufacturing activities for the product candidate, which would reduce our level of manufacturing process
−Removed: development and would make the success of such programs dependent on our partners’ ability to manufacture timely and properly.
+Added: In addition, if our alliance partners elect to control manufacturing for certain programs, we may lose control over the manufacturing activities for the product candidate, which would reduce our level of manufacturing process development and would make the success of such programs dependent on our partners’ ability to manufacture timely and properly.
If the contract research organizations and clinical trial sites we rely on to conduct, supervise and monitor our clinical trials perform in an unsatisfactory manner, it may harm our business.
22 unchanged sentences
Our business could be harmed if the prevailing party does not offer us a license at all, or on commercially reasonable terms.
−Removed: Our defense of a patent or
−Removed: patent application in such a proceeding may not be successful and, even if successful, may result in substantial costs and distract our management and other employees.
+Added: Our defense of a patent or patent application in such a proceeding may not be successful and, even if successful, may result in substantial costs and distract our management and other employees.
Even if our patents are issued and are not challenged or invalidated, our patents and patent applications may not adequately protect our intellectual property or products, or prevent others from designing around our claims.
19 unchanged sentences
Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our and our partners’ ability to further develop and commercialize products based on our platform.
−Removed: Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee and financial resources from our business.
+Added: Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of
+Added: employee and financial resources from our business.
In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, pay significant royalties, or try to redesign our infringing products, which may be impossible or require substantial time and monetary expenditure, further delaying and commercialization and substantially reducing potential market revenue.
2 unchanged sentences
We may need to obtain licenses from owners of intellectual property to advance our research or allow commercialization of our product candidates, and we have done so from time to time.
−Removed: If we fail to obtain any of
−Removed: these licenses at a reasonable cost and on reasonable terms, we would be unable to further develop and commercialize one or more of our product candidates, which could harm our business significantly.
+Added: If we fail to obtain any of these licenses at a reasonable cost and on reasonable terms, we would be unable to further develop and commercialize one or more of our product candidates, which could harm our business significantly.
We may be involved in lawsuits to protect or enforce our patents or the patents of our licensees, which could be expensive, time consuming and unsuccessful.
8 unchanged sentences
If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock.
+Added: We have filed a lawsuit alleging trade secret misappropriation and breach of contract, and any unfavorable outcome or related proceedings could materially and adversely affect our business, financial condition, results of operations, and reputation.
+Added: On September 23, 2025, we filed a lawsuit in the United States District Court for the Southern District of California against AbbVie Inc., Capstan Therapeutics, Inc., and other defendants asserting claims for trade secret misappropriation and breach of contract.
+Added: The defendants filed a motion to discuss the complaint in December 2025, and we filed an opposition to that motion in January 2026.
+Added: The Court has not set a case schedule.
+Added: Litigation is inherently uncertain, time-consuming, and costly.
+Added: We may not prevail on our claims, and the defendants may assert counterclaims against us, including challenges to our intellectual property or allegations of our own misconduct, any of which could result in adverse rulings, monetary judgments, fee or cost awards, or other relief that may be material.
+Added: Even if we are successful in whole or in part, the litigation could result in substantial expense, divert management’s attention and operational resources, disrupt relationships with partners, collaborators, or customers, and require the disclosure of sensitive information in discovery that could diminish the value of our trade secrets or other confidential information.
+Added: The court could deny our requested relief, limit the scope of our asserted rights, or otherwise issue rulings that adversely affect our ability to protect, use, or commercialize our intellectual property and technology.
+Added: In addition, associated proceedings, including motions practice, discovery disputes, and potential appeals, could be protracted and unpredictable, particularly given that the court has not yet established a case schedule.
+Added: Any of these outcomes could negatively impact our competitive position, delay or impede our research, development, manufacturing, or commercialization activities, and result in increased legal and compliance costs.
+Added: As a result, this litigation and any related proceedings could materially and adversely affect our business, financial condition, cash flows, and results of operations.
If we are subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties, we could incur substantial expenses.
33 unchanged sentences
We are highly dependent on principal members of our executive team, and any reduction or loss of their services may adversely impact the achievement of our objectives.
−Removed: While we have entered into employment agreements with each of our executive officers, any of them could leave our employment at any time, as all of our employees are “at will” employees.
+Added: While we have entered into employment
+Added: agreements with each of our executive officers, any of them could leave our employment at any time, as all of our employees are “at will” employees.
Recruiting and retaining other qualified employees for our business, including scientific and technical personnel, will also be critical to our success.
13 unchanged sentences
If we obtain FDA approval for any of our product candidates and begin commercializing those products in the United States, our operations may be directly, or indirectly through our customers, further subject to various federal and state fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act (the “FCA”).
−Removed: These laws may impact, among other things, our proposed sales, marketing and education
+Added: These laws may impact, among other things, our proposed sales, marketing and education programs.
In addition, we may be subject to patient privacy regulation by the federal government and by the U.S.
7 unchanged sentences
In addition, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “ACA”), amended the Social Security Act to provide that the United States government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil FCA penalties for which are described below.
−Removed: • Federal civil and criminal false claims laws and civil monetary penalty laws, including the FCA, which imposes criminal or civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for, among other things, knowingly presenting, or causing to be presented, claims for payment to the federal government, including Medicare or Medicaid, that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government.
+Added: • Federal civil and criminal false claims laws and civil monetary penalty laws, including the FCA, which imposes criminal or civil penalties, including through civil whistleblower or qui tam actions, against
+Added: individuals or entities for, among other things, knowingly presenting, or causing to be presented, claims for payment to the federal government, including Medicare or Medicaid, that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government.
FCA liability is potentially significant in the healthcare industry because the statute provides for treble damages and mandatory penalties.
2 unchanged sentences
• HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), and its implementing regulations, which imposes certain requirements on certain types of individuals and entities, such as healthcare providers, health plans and healthcare clearing houses, known as “covered entities,” as well as their “business associates,” independent contractors or agents of covered entities that receive or obtain individually identifiable health information in connection with providing a service on behalf of a covered entity, relating to the privacy, security and transmission of individually identifiable health information.
−Removed: • The federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to CMS, information related to payments or other transfers of value made to physicians, and further requires applicable manufacturers and applicable group purchasing organizations to report annually to CMS ownership and
−Removed: investment interests held by physicians and their immediate family members.
+Added: • The federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to CMS, information related to payments or other transfers of value made to physicians, and further requires applicable manufacturers and applicable group purchasing organizations to report annually to CMS ownership and investment interests held by physicians and their immediate family members.
The support for Patients and Communities Act expanded the scope of reporting, such that beginning January 1, 2021 companies must also report payments and transfers of value provided to other types of healthcare professionals.
7 unchanged sentences
In addition, the EU has established its own data security and privacy legal framework, including but not limited to Directive 95/46/EC (the “Data Protection Directive”).
−Removed: The European General Data Protection Regulation (“GDPR”) took effect on May 25, 2018, which contains new provisions specifically directed at the processing of health information, higher sanctions and extra-territoriality measures intended to bring non-E companies under the regulation.
+Added: The European General Data Protection Regulation (“GDPR”) took effect on May 25, 2018, which contains new provisions specifically directed at the processing of health information, higher sanctions and extra-territoriality measures intended to bring non-EU companies under the regulation.
We anticipate that over time we may expand our business operations to include additional operations in the EU, including potentially conducting preclinical and clinical trials.
−Removed: With such expansion, we would be subject to increased governmental regulation in the EU countries in which we might operate, including regulation due to the GDPR.
+Added: With such expansion, we would be subject to
+Added: increased governmental regulation in the EU countries in which we might operate, including regulation due to the GDPR.
If our operations are found to be in violation of any of the laws described above or any other governmental regulations or laws that apply to us, we may be subject to substantial penalties, including, without limitation, civil, criminal and administrative penalties, damages, fines, possible exclusion from Medicare, Medicaid and other government healthcare programs, additional reporting requirements and/or oversight, particularly if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance, disgorgement, imprisonment, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.
9 unchanged sentences
For example, unanticipated adverse effects could result from the use of our future products or product candidates which may result in a potential product liability claim.
−Removed: successfully defend against product liability claims, we could incur substantial liability and costs.
+Added: If we cannot successfully defend against product liability claims, we could incur substantial liability and costs.
In addition, regardless of merit or eventual outcome, product liability claims may result in:
28 unchanged sentences
In addition, any sustained disruption in internet access provided by other companies could harm our business.
+Added: Our use of artificial intelligence technologies may expose us to operational, cybersecurity, legal and reputational risks.
+Added: We permit the use of certain artificial intelligence (“AI”) tools, including large language models and AI agents hosted in data centers located in the United States.
+Added: We have adopted certain enterprise AI platforms, which our employees may access following internal review and approval processes.
+Added: We also utilize data exfiltration detection technologies designed to monitor AI usage and alert our security team to potential unauthorized or unsanctioned use.
+Added: AI systems may generate inaccurate, incomplete or misleading outputs, which could result in operational errors, flawed decision-making or the dissemination of incorrect information.
+Added: In addition, employees may inadvertently input confidential, proprietary or sensitive information into AI tools, which could result in unauthorized disclosure, cybersecurity incidents, regulatory scrutiny, litigation or reputational harm.
+Added: Our reliance on third-party AI providers also subjects us to risks relating to service disruptions, security vulnerabilities, or changes in provider policies or pricing.
+Added: The legal and regulatory framework governing AI is rapidly evolving, and new laws or regulations could restrict our use of AI technologies or increase compliance costs.
+Added: If we fail to effectively manage risks associated with AI use, our business, financial condition and results of operations could be adversely affected.
Business interruptions could delay us in the process of developing our future products.
37 unchanged sentences
In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.
−Removed: We have identified a material weakness in our internal control over financial reporting, and determined that our disclosure controls were not effective as of December 31, 2023 and December 31, 2024.
−Removed: If our remediations of this material weakness are not effective, or if we experience additional material weaknesses or otherwise fail to maintain an effective system of internal control over financial reporting or adequate disclosure controls and procedures, we may not be able to accurately and timely report our financial results, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports, and the price of our common stock may decline.
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control.
−Removed: Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles (“GAAP”).
−Removed: We are required to furnish annually a report by management of its assessment of the effectiveness of our internal control over financial reporting as of the end of our most recent fiscal year.
−Removed: In addition, our independent registered public accounting firm is required to provide a related attestation report on our internal control over financial reporting.
−Removed: As previously reported, as part of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, management identified a material weakness related to information technology general controls (“ITGCs”) for information systems and applications that are relevant to the preparation of the consolidated financial statements.
−Removed: Specifically, it was determined we did not design and maintain:
−Removed: (i) sufficient user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs and data to the appropriate personnel;
−Removed: (ii) program change management controls to ensure that information technology (“IT”) program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately;
−Removed: and (iii) computer operations controls to ensure that critical batch and interfaced jobs are monitored, privileges are appropriately granted, and data backups are authorized and monitored.
−Removed: Business process controls (automated and manual) that are dependent on the ineffective ITGCs, or that rely on data produced from systems impacted by the ineffective ITGCs, are also deemed ineffective.
−Removed: Management also identified a material weakness related to revenue recognition.
−Removed: Certain control activities within the area of revenue did not operate effectively, specifically controls over the review of costs incurred in satisfaction of our performance obligations under collaboration arrangements.
−Removed: Although we remediated the material weakness related to revenue recognition, management does not believe the corrective measures adopted in response to the ITGC-related material weakness have been fully implemented or operating for a sufficient period of time to enable management to conclude these internal controls over financial reporting are operating effectively and sufficiently to remediate this material weakness.
−Removed: As such, we concluded that our disclosure controls and procedures were not effective as of December 31, 2024.
−Removed: If we are unable to successfully remediate our existing material weakness or any future material weakness or other deficiencies in our internal control over financial reporting:
−Removed: the accuracy and timing of our financial reporting may be adversely affected;
−Removed: our liquidity, our access to capital markets and the perceptions of our creditworthiness;
−Removed: we may be unable to maintain compliance with applicable securities laws, Nasdaq listing requirements, and the covenants under our debt instruments regarding the timely filing of periodic reports;
−Removed: we may be subject to regulatory investigations and penalties;
−Removed: and investors may lose confidence in our financial reporting.
−Removed: If any such event or circumstance were to occur, our stock price could decline and our business, financial condition and results of operations could be materially adversely affected.
−Removed: Notwithstanding the identified material weakness, management does not believe that the deficiencies had an adverse effect on our reported operating results or financial condition, and management has determined that the financial statements and other information included in this report and other periodic filings present fairly in all material respects our financial condition and results of operations at and for the periods presented.
−Removed: The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.
−Removed: For further discussion of the material weakness identified and our remedial efforts, see Item 9A.
−Removed: Controls and Procedures.
+Added: A prolonged U.S.
+Added: federal government shutdown could materially and adversely affect our business, operations, and legal proceedings.
+Added: On October 1, 2025, the federal government of the United States began a shutdown at 12:01 a.m.
+Added: EDT as a result of congressional failure to pass appropriations legislation for the 2026 fiscal year, which began that day, and lasted for 43 days.
+Added: Subsequent partial federal government shutdowns occurred in January and February of 2026.
+Added: A continued and prolonged shutdown could materially and adversely affect our business, operations, financial condition, and legal matters.
+Added: A federal government shutdown may result in the furlough of federal employees, reduced availability of government services, and suspension or delay of activities by key agencies that regulate, fund, or interact with our business, including the SEC, the FDA, the HHS, and the U.S.
+Added: Patent and Trademark Office.
+Added: During such periods, review and approval of our filings, applications, and submissions could be delayed, and we may be unable to access or rely upon certain government data or systems.
+Added: In addition, the Administrative Office of the U.S.
+Added: Courts and federal judiciary operations rely on appropriated funds and fee-based reserves that may be exhausted in the event of an extended shutdown.
+Added: If federal court funding lapses or is limited to “essential” functions only, civil litigation, bankruptcy proceedings, and regulatory enforcement actions involving us or our affiliates could be postponed or suspended.
+Added: Any such delay could impede our ability to resolve disputes, enforce contractual rights, or obtain timely judicial relief, which may have a material adverse effect on our financial position or prospects.
+Added: Such conditions could negatively impact our access to financing, timing of capital-raising transactions, and the liquidity or trading volume of our securities.
+Added: Accordingly, the current federal government shutdown, or uncertainty regarding the continuity of government operations could have a material adverse effect on our business, results of operations, and stock price.
RISKS RELATED TO OUR COMMON STOCK
4 unchanged sentences
The trading price of our common stock has been and is likely to continue to be volatile.
+Added: For example, during the year ended December 31, 2025, our Common Stock closed at a high price of $23.16 on October 21, 2025 and closed at a low price of $5.90 on November 20, 2025.
Our share price could be subject to wide fluctuations in response to a variety of factors, including but not limited to the following factors:
26 unchanged sentences
As a publicly traded company, we have incurred, and will continue to incur, significant legal, accounting and other expenses that we did not incur as a private company.
−Removed: In addition, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as rules subsequently implemented by the SEC and Nasdaq have imposed various requirements on public companies.
+Added: In addition, the Sarbanes-Oxley Act of 2002 (the
+Added: "Sarbanes-Oxley Act"), as well as rules subsequently implemented by the SEC and Nasdaq have imposed various requirements on public companies.
In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted.
13 unchanged sentences
If our existing shareholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline significantly.
−Removed: In particular, the former shareholders, warrant holders and noteholders of Arcturus Therapeutics, Inc.
−Removed: received an aggregate of 6,631,712 of our common stock pursuant to the merger with Alcobra Ltd.
−Removed: in an unregistered transaction, which shares may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).
+Added: As of December 31, 2025, 2,048,139 shares of our common stock may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).
Those shareholders are eligible to sell those shares in the public market without restriction, except for shareholders who are deemed our “affiliates” under Rule 144 under the Securities Act.
10 unchanged sentences
On August 7, 2023, we entered into Amendment No.
−Removed: 1 to the Sales Agreement with Cantor, Wells Fargo and William Blair & Company (“William Blair”).
+Added: 1 to the Sales
+Added: Agreement with Cantor, Wells Fargo and William Blair & Company (“William Blair”).
In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $200,000,000 from time to time through Cantor, Wells Fargo, or William Blair, each acting as our sales agent.
−Removed: As of the date hereof, we have not offered or sold any shares of common stock pursuant to the Sales Agreement.
+Added: As of the date hereof, we have sold an aggregate of 1,179,201 shares of our common stock under the Sales Agreement for aggregate gross proceeds of approximately $12 million, leaving an aggregate of approximately $188 million of shares of our common stock remaining for future sale under the Sales Agreement.
We may be unable to comply with the applicable continued listing requirements of Nasdaq.
17 unchanged sentences
Our IT Department works closely with our leadership and key operating personnel to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
−Removed: Our information security function and our Vice President of Information Technology help identify, assess and manage the Company’s cybersecurity threats and risks.
−Removed: This group works to identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and the Company’s risk profile using various methods in certain contexts, including, for example, manual tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threat actors, conducting scans of certain environments, evaluating certain threats reported to us, conducting threat and vulnerability assessments, using external intelligence feeds, and using third parties to conduct tabletop incident response exercises and other tests.
−Removed: Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our information systems and data, including, for example:
−Removed: incident detection and response, disaster recovery/business continuity policies, encryption of certain data, network security controls and data segmentation for certain systems, access controls, physical security, asset management and tracking, systems monitoring, annual mandated employee training, penetration testing, cybersecurity insurance, and dedicated cybersecurity staff.
+Added: Our information security function led by the Director, IT Security and Infrastructure, help to identify, assess and manage the Company’s cybersecurity threats and risks.
+Added: This group works to identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and the Company’s risk profile using various methods in certain contexts including for example, manual tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threat actors, conducting scans of certain environments, evaluating certain threats reported to us, conducting threat and vulnerability assessments, using external intelligence feeds, and using third parties to conduct tabletop incident response exercises among other tests.
+Added: Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our information systems and data.
+Added: These policies, processes and standards are based on recognized frameworks established by the National Institute of Standards and Technology and include, for example:
+Added: incident detection and response, disaster recovery/business continuity policies, encryption of certain data, network security controls and data segmentation for certain systems, access controls, physical security, system change control, asset management and tracking, systems monitoring, annual mandated employee training, penetration testing,
+Added: cybersecurity insurance, and dedicated cybersecurity staff.
+Added: Technical safeguards are evaluated and upgraded over time to address risks identified through vulnerability assessments and cybersecurity threat analysis.
+Added: Our employees and contractors receive regular cybersecurity awareness training, including topics relating to social engineering and email fraud, to communicate our evolving information security policies, procedures, and standards.
+Added: Employee training includes periodic phishing exercises to provide our employees with a heightened level of awareness to cybersecurity threats, and to equip them with relevant information to prevent cybersecurity incidents.
Engage Third-parties on Risk Management
3 unchanged sentences
Oversee Third-party Risk
−Removed: Because we are aware of the risks associated with third-party service providers, we conduct thorough security assessments of all determined high-risk third-party providers as deemed necessary, before engagement to ensure compliance with industry cybersecurity standards and frameworks.
−Removed: This includes assessments performed by our Vice President of IT, who oversees the Company's cybersecurity function.
+Added: Because we are aware of the risks associated with third-party service providers, we conduct thorough security assessments of certain high-risk third-party providers as deemed necessary, before engagement to ensure compliance with industry cybersecurity standards and frameworks.
+Added: This includes assessments performed by our Director, IT Security and Infrastructure, who oversees the Company's cybersecurity function.
Risks from Cybersecurity Threats
We have not encountered cybersecurity challenges that have materially affected or are reasonably likely to materially affect our operations or financial standing.
−Removed: We have implemented standard operating procedures to define the channels by which cybersecurity threats are communicated to the Company's Board of Directors (the “Board”).
+Added: In the event of a future cybersecurity incident, we have procedures in place to identify whether an incident or associated cybersecurity risks have materially affected or are reasonably likely to materially affect us, help to ensure that any required disclosures are made when required under applicable law or regulation.
+Added: However, the safeguards might not provide adequate to prevent a material adverse impact from a cybersecurity attack.
+Added: Our policies and procedures provide for the prompt escalation and communication of significant cybersecurity incidents so that Company management can make decisions regarding the handling, disclosure, and reporting of such incidents in a timely and effective manner.
+Added: We have also implemented standard operating procedures to define the channels by which cybersecurity threats are communicated to the Company's Board of Directors (the “Board”).
This ensures that the Board has oversight and effective governance in managing risks associated with cybersecurity threats.
1 unchanged sentence
The Audit Committee of the Board (the “Audit Committee”) is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain.
−Removed: The Audit Committee is composed of board
−Removed: members with diverse expertise including, risk management, and finance, equipping them to oversee cybersecurity risks effectively.
−Removed: The Audit Committee receives briefings on cybersecurity risks from the Vice President of IT or the Chief Legal Officer as described below in “Management’s Role Managing Risk.”
+Added: The Audit Committee is composed of board members with diverse expertise including, risk management, and finance, equipping them to oversee cybersecurity risks effectively.
+Added: The Audit Committee receives briefings on cybersecurity risks from the Director, IT Security and Infrastructure or the Chief Legal Officer as described below in “Management’s Role Managing Risk.”
Management’s Role Managing Risk
−Removed: The Vice President of IT, Chief Legal Officer (“CLO”) and the Director of IT Infrastructure and Security, play a pivotal role in informing the Audit Committee on cybersecurity risks.
−Removed: They provide briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year.
−Removed: The current Vice President of IT, who is responsible for assessment and management of cybersecurity risks, has over 20 years of experience in information and technology security, including senior roles at several companies in the pharmaceutical industry, and possesses the requisite education, skills, experience, and industry certifications expected of an individual assigned to these duties .
+Added: The Director, IT Security and Infrastructure and Chief Legal Officer (“CLO”) play a pivotal role in informing the Audit Committee on cybersecurity risks.
+Added: They provide briefings to the Audit Committee on a regular basis, and at least annually, and more frequently as circumstances warrant (including in connection with incidents, significant changes in the threat landscape, or significant program initiatives).
+Added: The current Director, IT Security and Infrastructure, who is responsible for assessment and management of cybersecurity risks, has over 20 years of experience in information and technology security, including senior roles at several companies in the pharmaceutical industry, and possesses the requisite education, skills, experience, and industry certifications expected of an individual assigned to these duties.
These briefings encompass a broad range of topics, including:
4 unchanged sentences
Risk Management Personnel
−Removed: Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with the Vice President of IT and the Director of IT Infrastructure and Security.
+Added: Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with Director, IT Security and Infrastructure.
Our IT Leadership team oversees our governance programs, tests our compliance with standards, remediates known risks, stays informed of significant developments in the cybersecurity domain, and leads our employee training program.
Monitor Cybersecurity Incidents
−Removed: The Vice President of IT is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques.
+Added: The Director, IT Security and Infrastructure is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques.
This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents.
−Removed: In cooperation with the Vice President of IT, the Director of IT Infrastructure and Security implements and oversees processes for the regular monitoring of our information systems.
+Added: In cooperation with other cybersecurity and IT staff, the Director of IT Security and Infrastructure implements and oversees processes for the regular monitoring of our information systems.
This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities.
−Removed: In the event of a cybersecurity incident, the Vice President of IT is equipped with a well-defined incident response plan.
+Added: In the event of a cybersecurity incident, the security team is equipped with a well-defined incident response plan.
This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.
Reporting to Board of Directors
−Removed: The Vice President of IT and the Director of IT Infrastructure and Security, in their respective capacity, inform the Chief Financial Officer (CFO) and Chief Legal Officer (CLO) of cybersecurity risks and incidents.
+Added: The Director of IT Security and Infrastructure, in their respective capacity, inform the Chief Legal Officer (CLO) and other members of senior leadership as needed, of cybersecurity risks and incidents.
Furthermore, significant cybersecurity matters, and strategic risk management decisions are required to be escalated to the Board, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.
1 unchanged sentence
We have two properties located in San Diego, California.
−Removed: Our principal place of business is located at 10628 Science Center Drive, Suite 250, and consists of approximately 24,700 square feet of office space and laboratory space leased through March 2027.
−Removed: On September 29, 2021, we entered into a lease agreement for office, research and development, engineering and laboratory space located at 10285 Science Center Drive, San Diego, California.
−Removed: The additional space of approximately 43,234 square feet is leased for a term of 10 years and 8 months.
−Removed: We believe that our properties are suitable for the conduct of our business.
−Removed: Legal Proceedings
−Removed: From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business, and the results of litigation and claims are inherently unpredictable and uncertain.
−Removed: We are not currently a party to any material legal proceedings.
−Removed: Mine Saf ety Disclosures
−Removed: Not applicable.
+Added: Our principal place of business is located at 10285 Science Center Drive, San Diego, California.
+Added: The property consists of approximately 43,234 square feet and is leased through September 2032.
+Added: Our other property is located at 10628 Science Center Drive, Suite 250, San Diego, California and consists of approximately 24,700 square feet of office space and laboratory space, which was vacated in December 2025 and is leased through March 2027.
+Added: We believe that our property is suitable for the conduct of our business.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.