1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure.
−Removed: Our Chief Executive Officer and Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2024, and, based on their evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to the material weakness in internal control over financial reporting, described below.
+Added: Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure.
+Added: Our Chief Executive Officer and Principal Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures, and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of December 31, 2025.
Management’s Report on Internal Control Over Financial Reporting
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and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
−Removed: Our management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
−Removed: In making this assessment, management used the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“the COSO criteria”).
−Removed: Based on our assessment under the COSO criteria, management concluded that our system of internal control over financial reporting was not effective due to the material weakness described below.
−Removed: However, after giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.
−Removed: generally accepted accounting principles (“GAAP”), our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with “GAAP”.
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Previously Reported Material Weaknesses and Remediation Plans
−Removed: As reported in Part II, Item 9A.
+Added: Management assessed our internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Management's assessment included evaluation of such elements as the
+Added: design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
+Added: This assessment is supported by testing and monitoring performed both by our Internal Audit function and our Finance function.
+Added: Based on our assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
+Added: Management reviewed the results of its assessment with our Audit Committee.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their opinion is stated in their report, which is included in Part II, Item 8 of the Annual Report on Form 10-K.
+Added: Remediation of Previously Reported Material Weakness
+Added: As previously reported in Part II, Item 9A.
“Controls and Procedures” of our Annual Reports on Form 10-K for the fiscal year ended December 31, 2024, we identified a material weakness related to information technology general controls (“ITGCs”) that support the financial reporting process.
−Removed: Specifically, the material weakness relates to ineffective controls over (i) user access to ensure appropriate segregation of duties and adequate restriction of user
−Removed: and privileged access to financial applications, programs and data, to the appropriate personnel;
+Added: Specifically, the remediated material weakness related to ineffective controls over (i) user access to ensure appropriate segregation of duties and adequate restriction of user and privileged access to financial applications, programs and data, to the appropriate personnel;
(ii) program change management for financial applications 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;
and (iii) IT operations controls to ensure that critical interface jobs are monitored.
−Removed: Management has made significant enhancements to the Company’s process related to access provisioning and de-provisioning, program change management, as well as IT operations.
−Removed: Management has implemented or is in the process of implementing new or enhanced internal control procedures intended to both address the material weakness identified and strengthen our overall financial control environment, including:
+Added: We have completed execution of our remediation plan for this material weakness and, as of December 31, 2025, successfully remediated this material weakness by implementing the following measures:
• updated and enhanced the IT policies and relevant internal controls to consider and address ITGCs including access security and change management;
• limited elevated access profiles in financially relevant IT systems and software to appropriate personnel;
−Removed: • developing and enhancing access administration controls over provisioning, deprovisioning, and authentication;
−Removed: • developing and enhancing user access reviews for financially relevant IT systems;
−Removed: • designing and refining controls over change management and IT operations controls to monitor critical interface jobs;
+Added: • developed and enhanced access administration controls over provisioning, deprovisioning, and authentication;
+Added: • developed and enhanced user access reviews for financially relevant IT systems;
+Added: • designed and refined controls over change management and IT operations controls to monitor critical interface jobs;
• hired an internal audit manager with an appropriate level of knowledge and experience;
1 unchanged sentence
• provided training to control owners and relevant personnel to improve documentation that supports effective control activities, including evidence over the completeness and accuracy of information used in controls.
−Removed: While significant progress has been made to remediate this material weakness, management does not believe that these corrective measures have been either fully implemented or operating for a sufficient period of time to enable management to conclude that these internal controls over financial reporting are operating effectively and are fully implemented to remediate this material weakness.
−Removed: When fully implemented and operational, we believe the measures described above will remediate the material weakness.
−Removed: We are committed to making the necessary changes and improvements to our system of controls to address the material weakness in internal control over financial reporting described above.
−Removed: In addition, as previously reported in Part II, Item 9A.
−Removed: “Controls and Procedures” of our Annual Reports on Form 10-K for the fiscal year ended December 31, 2023, we identified a material weakness related to revenue recognition.
−Removed: Specifically, control activities related to the review of costs incurred in satisfaction of performance obligations under collaboration agreements did not operate effectively.
−Removed: We have completed the execution of our remediation plan for this material weakness and, as of December 31, 2024, successfully remediated the material weakness by implementing the following measures:
−Removed: • designed and implemented enhanced control activities over the identification of and accounting assessment of key terms and conditions of all revenue collaboration agreements;
−Removed: • designed and implemented new control activities around the technical review of quarterly and annual revenue recognition;
−Removed: specifically, (i) verifying the completeness of revenue arrangements and collaboration agreements subject to quarterly measurement of progress toward the satisfaction of the relevant performance obligations and (ii) validating that the measurement of progress, including the measurement of costs incurred for satisfaction of performance obligations, are consistent with the technical conclusions reached within the corresponding technical memo;
−Removed: • engaged a technical accounting consultant to review our revenue accounting and financial disclosures for collaboration arrangements, as needed;
−Removed: • provided training to control owners and relevant personnel to improve documentation that supports effective control activities, including evidence over the completeness and accuracy of information used in controls.
−Removed: These steps are subject to ongoing senior management review, as well as oversight by the Audit Committee of our Board of Directors.
−Removed: Our independent registered public accounting firm, Deloitte & Touche LLP, has issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2024, which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financing Reporting
−Removed: Other than the changes associated with the material weaknesses and remediation actions noted above, there have been no changes to our internal control over financial reporting that occurred during the year ended December 31, 2024.
+Added: Other than the remediation efforts completed and described above, there were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Disclosure Controls and Procedures, and Internal Controls Over Financial Reporting
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and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 3, 2026, expressed an unqualified opinion on those financial statements.
1 unchanged sentence
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.
−Removed: Our responsibility is to express an opinion on
−Removed: the Company’s internal control over financial reporting based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Material Weakness
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weakness has been identified and included in management's assessment:
−Removed: The Company identified a material weakness related to information technology general controls (“ITGCs”) that support the financial reporting process.
−Removed: Specifically, the material weakness relates to ineffective controls over (i) user access to ensure appropriate segregation of duties and adequate restriction of user and privileged access to financial applications, programs and data to the appropriate personnel;
−Removed: (ii) program change management for financial applications 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) IT operations controls to ensure that critical interface jobs are monitored.
−Removed: This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
+Added: inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
3 unchanged sentences
Rule 10b5-1 Trading Plans
−Removed: For the year ended December 31, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K of the Exchange Act) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, other than as follows:
−Removed: Kummerfeld’s Rule 10b5-1 trading arrangement terminated on March 18, 2024 upon the effective date of his resignation.
−Removed: • Lance Kurata , our Chief Legal Officer , adopted a Rule 10b5-1 trading arrangement as of June 12, 2024 .
−Removed: Kurata's trading arrangement provides for the exercise options to purchase up to an aggregate of 35,000 shares of common stock and subsequent sale of such underlying shares of common stock, until June 12, 2025 .
−Removed: Padmanabh Chivukula , Chief Scientific Officer and Chief Operating Officer , cancelled an existing Rule 10b5-1trading arrangement on November 11, 2024.
−Removed: Chivukula's trading arrangement provided for the sale of up to an aggregate of 152,000 shares of common stock.
−Removed: Subsequent to this, Dr.
−Removed: Chivukula entered into a new Rule 10b5-1 trading arrangement on November 20, 2024 .
−Removed: The new trading arrangement provides for the sale of up to an aggregate of 120,000 shares, beginning on June 2, 2025 until November 10, 2025 .
−Removed: There were no "non-Rule 10b5-1 trading arrangements" (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted or terminated during the year ended December 31, 2024 by our directors and officers.
+Added: For the three months ended December 31, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K of the Exchange Act) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
Disc losure Regarding Foreign Jurisdictions that Prevent Inspections
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Incorporated by reference to Exhibit 99.2 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on July 27, 2018 (File No.
−Removed: Loan and Security Agreement, dated October 12, 2018, by and between Western Alliance Bank and Arcturus Therapeutics, Inc.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on October 15, 2018 (File No.
Research and Exclusive License Agreement, by and between Arcturus Therapeutics, Inc.
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Incorporated by reference to Exhibit 10.16 to Form 10-Q filed on August 14, 2019.
−Removed: License Agreement, by and between Arcturus Therapeutics, Inc., as successor-in-interest to Marina Biotech, Inc., and Protiva Biotherapeutics Inc., dated as of November 28, 2012.
−Removed: Incorporated by reference to Exhibit 4.14 to Form 20-F/A filed on July 10, 2018 (File No.
−Removed: Amended and Restated Joint Venture, Research Collaboration and License Agreement, dated as of July 14, 2018 by and between Arcturus Therapeutics, Inc.
−Removed: and Providence Therapeutics, Inc.
−Removed: Incorporated by reference to Exhibit 10.14 to the Company’s Amendment No.
−Removed: 1 to Annual Report on Form 10-K for the year ended December 31, 2018 filed on April 10, 2019 (File No.
Lease Agreement, by and between Arcturus Therapeutics, Inc.
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Incorporated by reference to Exhibit 10.33 to Quarterly Report on Form 10-Q filed on November 9, 2020 (File No.
−Removed: Fourth Amendment to Loan and Security Agreement, dated December 1, 2020, by and between Arcturus Therapeutics, Inc.
−Removed: and Western Alliance Bank.
−Removed: Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 7, 2020 (File No.
2020 Employee Stock Purchase Plan.
20 unchanged sentences
Incorporated by reference to Exhibit 4.1 to Form S-8 filed on October 20, 2021 (File No.
−Removed: Fifth Amendment to Loan and Security Agreement, dated October 27, 2021, by and between Arcturus Therapeutics, Inc.
−Removed: and Western Alliance Bank.
−Removed: Incorporated by reference to Exhibit 10.34 to Form 10-Q filed on November 9, 2021 (File No.
Lease, by and between Arcturus Therapeutics, Inc.
7 unchanged sentences
Incorporated by reference to Exhibit 10.33 to Quarterly Report on Form 10-Q filed on August 10, 2021 (File No.
−Removed: Sixth Amendment to Loan and Security Agreement, dated April 19, 2022, by and between Arcturus Therapeutics, Inc.
−Removed: and Western Alliance Bank.
−Removed: Incorporated by reference to Exhibit 10.36 to Quarterly Report on Form 10-Q filed on May 9, 2022 (File No.
Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended.
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Incorporated by reference to Exhibit 10.36 to Quarterly Report on Form 10-Q filed on November 7, 2024 (File No.
+Added: Separation Agreement and General Release between Arcturus Therapeutics Holdings Inc.
+Added: and Andy Sassine dated 11, 2025.
+Added: Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 15, 2025 (File No.
+Added: Employment Agreement between Arcturus Therapeutics Holdings Inc.
+Added: and Joe Roberts dated July 3, 2018.
+Added: Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on December 15, 2025 (File No.
Arcturus Therapeutics Holdings, Inc.
36 unchanged sentences
Moncef Slaoui
−Removed: /s/ Andrew Sassine
−Removed: Director and Chief Financial Officer
+Added: /s/ Joseph Roberts
+Added: Corporate Controller
March 3, 2026
−Removed: Andrew Sassine
+Added: Joseph Roberts
(principal financial and accounting officer)
17 unchanged sentences
Consolidated Balance Sheets as of December 31, 2025 and 2024
−Removed: Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years ended December 31, 2024, 2023 and 2022
+Added: Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2025, 2024 and 2023
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We have audited the accompanying consolidated balance sheets of Arcturus Therapeutics Holdings, Inc.
−Removed: and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholder’s equity, and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2025, expressed an adverse opinion on the Company’s internal control over financial reporting because of a material weakness.
+Added: and subsidiaries (the “Company”) as of December 31, 2025, and 2024, the related consolidated statements of operations, comprehensive loss, stockholder’s equity, and cash flows, for each of the two years in the period ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United Sta tes) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
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Critical Audit Matter
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Collaboration Revenue — Refer to Note 2 and Note 3 to the financial statements
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Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Arcturus Therapeutics Holdings Inc.
−Removed: and its subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S.
+Added: We have audited the accompanying consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows of Arcturus Therapeutics Holdings Inc.
+Added: and its subsidiaries (the Company) for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2023, in conformity with U.S.
generally accepted accounting principles.
1 unchanged sentence
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
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Operating lease liability, net of current portion
−Removed: Other non-current liabilities
Total liabilities
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AND ITS SUBSIDIARIES
−Removed: C ONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
+Added: C ONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Year Ended December 31,
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Total operating expenses
−Removed: (Loss) income from operations
−Removed: Loss from equity-method investment
−Removed: Loss from foreign currency
−Removed: Finance income (expense), net
+Added: Loss from operations
+Added: Gain (loss) from foreign currency
+Added: Finance income, net
Gain on debt extinguishment
−Removed: Net (loss) income before income taxes
+Added: Net loss before income taxes
(Benefit) provision for income taxes
−Removed: Net (loss) income
−Removed: Comprehensive (loss) income
−Removed: (Loss) earnings per share:
−Removed: Weighted-average shares used in calculation of (loss) earnings per share:
+Added: Net loss per share, basic and diluted
+Added: Weighted-average shares outstanding, basic and diluted
+Added: Comprehensive loss
ARCTURUS THERAPEUTICS HOLDINGS INC.
15 unchanged sentences
Issuance of common stock under equity plans
+Added: Proceeds from issuance of common stock, net of issuance costs
Balance at December 31, 2025
6 unchanged sentences
Operating activities
−Removed: Net (loss) income
−Removed: Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Share-based compensation expense
−Removed: Loss from equity-method investment
Gain on debt extinguishment
1 unchanged sentence
Other non-cash expenses
+Added: Impairment of right‑of‑use assets
Changes in assets and liabilities:
6 unchanged sentences
Lease liabilities
−Removed: Net cash (used in) provided by operating activities
+Added: Net cash used in operating activities
Investing activities
5 unchanged sentences
Proceeds from issuance of common stock under equity plans
+Added: Proceeds from issuance of common stock, net of issuance costs
Payments on debt obligations
Net cash provided by (used in) financing activities
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash
+Added: Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of year
14 unchanged sentences
Arcturus Therapeutics Holdings Inc.
−Removed: (the “Company” or "Arcturus") is a messenger RNA medicines company focused on the development of infectious disease vaccines and opportunities within liver and respiratory rare diseases.
−Removed: Arcturus 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 the transition to a commercial stage company.
−Removed: Recent Developments
−Removed: See “Note 3 Revenue – CSL Seqirus” for further information on the agreement with Seqirus, Inc.
−Removed: ("CSL Seqirus"), whereby CSL Seqirus and the Company continue to collaborate on research and development, manufacturing and global commercialization of vaccines.
−Removed: The Company has incurred significant operating losses since its inception.
−Removed: As of December 31, 2024 and 2023, the Company had an accumulated deficit of $ 448.8 million and $ 367.9 million, respectively.
−Removed: The Company’s activities since inception have consisted principally of research and development activities, general and administrative activities, and raising capital.
−Removed: The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding before the Company achieves sustainable revenues and profit from operations.
−Removed: From the Company’s inception through the year ended December 31, 2024 , the Company has funded its operations principally with the proceeds from revenues earned through collaboration agreements, including the $ 200.0 million upfront payment received from CSL Seqirus during 2022, the sale of capital stock and proceeds from long-term debt.
−Removed: During fiscal year 2024, the Company received milestone payments totalin g $ 96.0 million f rom CSL Seqirus.
−Removed: At December 31, 2024, the Company’s balance of cash and cash equivalents, including restricted cash, was $ 293.9 million.
−Removed: Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these consolidated financial statements were available to be issued.
−Removed: There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.
+Added: (the “Company” or "Arcturus") is a messenger RNA medicines company focused on the development of liver and respiratory rare disease therapeutics.
+Added: Arcturus became a clinical stage company in 2020 when it announced that its Investigational New Drug (“IND”) application for ornithine transcarbamylase (“OTC”) deficiency and its Clinical Trial Application (“CTA”) for candidate LUNAR-COV19 were approved by applicable health authorities.
+Added: In 2023, our COVID-19 vaccine, ARCT-154 (also referred to as KOSTAIVE ® ), received marketing authorization approval in Japan for adults 18 years and older , and in September 2024 KOSTAIVE became the world’s first approved and commercially available self-amplifying RNA (sa-mRNA) vaccine.
Summary of Significant Accounting Policies
9 unchanged sentences
The Company and its chief operating decision-maker view the Company’s operations and manage its business in one operating segment, which includes all activities related to the discovery, development and commercialization of messenger RNA medicines.
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
Cash and Cash Equivalents
1 unchanged sentence
Restricted cash
−Removed: Restricted cash includes collateral pledged and held at the Company’s securities accounts pursuant to a security agreement with Wells Fargo Bank, National Association (“Wells Fargo”) ( Note 7, Debt ).
−Removed: At December 31, 2024, such collateral amounted to $ 55.0 million.
−Removed: Restricted cash also includes cash required to be set aside as security for lease payments and to maintain a letter of credit for the benefit of the landlord for the Company’s offices.
−Removed: At December 31, 2024 and 2023, the Company had restricted cash of $ 1.9 million in conjunction with property leases in San Diego, California, and such restriction is expected to be removed at the end of the lease term.
+Added: Restricted cash includes cash required to be set aside as security for lease payments and to maintain a letter of credit for the benefit of the landlord for the Company’s offices.
+Added: At December 31, 2025 and 2024, the Company had restricted cash o f $ 1.9 million in conjunction with property leases in San Diego, California, and such restriction is expected to be removed at the end of the lease term.
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
Fair Value Measurements
24 unchanged sentences
The following customers accounted for 10% or more of total accounts receivable in each respective period:
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
As of December 31, 2025:
2 unchanged sentences
As of December 31, 2024:
−Removed: • CSL – 74 % of total accounts receivable
• BARDA – 60 % of total accounts receivable
+Added: • CSL – 20 % of total accounts receivable
The Company monitors its credit exposure through regular assessments of counterparty risk and maintains ongoing collection efforts to mitigate potential credit losses.
2 unchanged sentences
The following customers accounted for 10% or more of total revenue for each period:
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
For the year ended December 31, 2025:
• CSL – 80 % of total revenue
+Added: • BARDA – 16 % of total revenue
For the year ended December 31, 2024:
2 unchanged sentences
• CSL – 92 % of total revenue
−Removed: • Vinbiocare – 12 % of total revenue
Given this concentration, the Company’s financial performance and cash flows may be materially impacted if there are changes in demand, contract renewals, or the financial condition of these key customers.
4 unchanged sentences
with Axcelead, Inc.
−Removed: The Company’s share of the investees’ results is presented as either income or loss from equity method investees in the accompanying consolidated statements of operations and comprehensive income (loss).
−Removed: As of December 31, 2024, the carrying value of the equity method investment in ARCALIS remained at zero as ARCALIS' cumulative losses exceeded any gains from dilution.
+Added: The Company’s share of the investees’ results is presented as either income or loss from equity method investees in the accompanying consolidated statements of operations and comprehensive loss.
+Added: As of December 31, 2025, the carrying value of the equity-method investment in ARCALIS remained at zero .
Property and Equipment, net
5 unchanged sentences
The Company did no t recognize any impairment losses for the years ended December 31, 2025, 2024 or 2023.
−Removed: Comprehensive Income/Loss
−Removed: Comprehensive income/loss is defined as the change in stockholders’ equity during a period from transactions and other events and circumstances from non-owner sources.
+Added: Comprehensive Loss
+Added: Comprehensive loss is defined as the change in stockholders’ equity during a period from transactions and other events and circumstances from non-owner sources.
There was no other comprehensive loss or income tax effect related to unrealized losses in the years ended December 31, 2025, 2024 or 2023.
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
Revenue Recognition
7 unchanged sentences
and (v) recognize revenue when, or as, the company satisfies a performance obligation.
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
The terms of the Company’s revenue agreements include license fees, upfront payments, milestone payments, reimbursement for research and development activities, option exercise fees, consulting and related technology transfer fees and royalties on sales of commercialized products.
21 unchanged sentences
For the Company's operating leases, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates its incremental borrowing rate as the discount rate for the lease.
−Removed: The Company's incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
−Removed: similar economic environments.
+Added: The Company's incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments.
Lease expense for lease payments is recognized on a straight-line basis over the lease term.
5 unchanged sentences
Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods are received or the services are performed.
−Removed: The Company recognizes grants that fall within the scope of ASC 808 as contra research and development expense in the consolidated statement of operations on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate.
+Added: The Company recognizes grants that fall within the scope of ASC 808 as contra research and
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
+Added: development expense in the consolidated statement of operations on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate.
The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, participating clinical trial sites, and others.
7 unchanged sentences
Pre-Launch Inventory
−Removed: Prior to obtaining initial regulatory approval for an investigational product candidate, the Company expenses costs relating to production of inventory as research and development expense in its consolidated statements of operations and comprehensive income (loss), in the period incurred.
+Added: Prior to obtaining initial regulatory approval for an investigational product candidate, the Company expenses costs relating to production of inventory as research and development expense in its consolidated statements of operations and comprehensive loss, in the period incurred.
When the Company believes regulatory approval and subsequent commercialization of an investigational product candidate is probable, and the Company also expects future economic benefit from the sales of the investigational product candidate to be realized, it will then capitalize the costs of production as inventory.
3 unchanged sentences
Share-Based Compensation
−Removed: The Company records share-based compensation for equity awards granted to employees, consultants, officers and directors within general and administrative and research and development expenses on the statements of operations and comprehensive income (loss).
+Added: The Company records share-based compensation for equity awards granted to employees, consultants, officers and directors within general and administrative and research and development expenses on the statements of operations and comprehensive loss.
Share-based compensation is recognized over the requisite service period of the individual awards using the straight-line attribution method, which generally equals the vesting period.
4 unchanged sentences
The Company has limited historical stock option activity and therefore estimates the expected term of stock options granted using the simplified method, which represents the average of the contractual term of the stock option and its weighted-average vesting period.
−Removed: For the nine months ended September 30, 2024, the expected volatility of stock options was based on the historical volatility of a peer group of publicly traded companies.
−Removed: For the three months ended December 31, 2024, the Company used its own historical volatility to estimate expected volatility, as it had accumulated sufficient historical stock price data.
+Added: Through the third quarter of 2024, the Company estimated expected volatility using the historical volatility of a peer group of publicly traded companies.
+Added: Beginning in the fourth quarter of 2024 and continuing into fiscal year 2025, the Company used its own historical volatility to estimate expected volatility, as it had accumulated sufficient trading history and stock price data to support the use of Company‑specific volatility.
The Company has not declared or paid any dividends and does not currently expect to do so in the foreseeable future.
14 unchanged sentences
Management has considered estimated taxable income and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance.
−Removed: Based upon the weight of available evidence, which includes the Company’s historical operating performance and limited potential to utilize tax credit carryforwards, the Company has determined that total deferred tax assets should be fully offset by a valuation allowance.
+Added: Based upon the weight of available evidence, which includes the Company’s historical operating performance and limited potential to utilize tax attribute carryforwards, the Company has determined that total deferred tax assets should be fully offset by a valuation allowance.
When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes will increase or decrease, respectively, in the period such determination is made.
6 unchanged sentences
Notes to Consolidated Financial Statements — Continued
−Removed: Net (Loss) Income per Share
−Removed: Basic net (loss) income per share is calculated by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents.
−Removed: Diluted net (loss) income per share is calculated by dividing the net (loss) income by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method.
+Added: Net Loss per Share
+Added: Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents.
+Added: Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method.
Dilutive shares of common stock for the years ended December 31, 2025, 2024 and 2023 were comprised of stock options and restricted stock units.
−Removed: Dilutive shares of stock for the years ended December 31, 2022 were comprised of stock options.
No dividends were declared or paid during the reporting periods.
3 unchanged sentences
Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.
−Removed: ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025.
−Removed: The Company adopted ASU 2023-07 for the annual reporting period beginning on January 1, 2024 .
+Added: The Company adopted ASU 2023-07 for annual reporting periods beginning January 1, 2024 and interim reporting periods beginning January 1, 2025.
+Added: The adoption of ASU 2023-07 had no significant impact on our financial statement disclosures.
See “ Note 12, Segment Information ” for further information.
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.
+Added: The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.
+Added: The Company adopted ASU 2023-09 prospectively beginning in fiscal year 2025.
+Added: See “ Note 10, Income Taxes ” for further information.
Recently Issued Accounting Standards Not Yet Adopted
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The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on the financial statement disclosures.
−Removed: The Company has entered into license agreements and collaborative research and development arrangements with pharmaceutical and biotechnology companies, as well as consulting, related technology transfer and product revenue agreements.
+Added: The Company has entered into license agreements and collaborative research and development arrangements with pharmaceutical and biotechnology companies, as well as consulting, related technology transfer, product revenue and government grant agreements.
Under these arrangements, the Company is entitled to receive license fees, consulting fees, product fees, technological transfer fees, upfront payments, milestone payments if and when certain research and development milestones, technology transfer milestones or success-based milestones are achieved, royalties on approved product sales and reimbursement for research and development activities.
21 unchanged sentences
Collaboration revenue:
−Removed: Israel Ministry of Health
Total collaboration revenue
Grant revenue:
+Added: Gates Foundation
Total grant revenue
+Added: Accounts receivable is comprised of the following as of December 31, 2025 and 2024:
+Added: (in thousands)
+Added: Billed accounts receivable
+Added: Unbilled accounts receivable
+Added: Total accounts receivable
+Added: Billed accounts receivable represent amounts invoiced under the Company’s collaboration and reimbursement arrangements that remain outstanding.
+Added: Unbilled accounts receivable represent reimbursable costs incurred or revenue recognized for which invoices have not yet been issued as of the balance sheet date in accordance with contractual billing terms.
+Added: Substantially all unbilled accounts receivable are expected to be billed and collected within 12 months.
The following paragraphs provide information regarding the nature and purpose of the Company’s most significant revenue arrangements.
On November 1, 2022, the Company entered into a Collaboration and License Agreement (as amended, the “CSL Collaboration Agreement”) with Seqirus, Inc., a part of CSL Limited (“CSL Seqirus”), for the global exclusive rights to research, develop, manufacture, and commercialize vaccines.
−Removed: Under the terms of the CSL Collaboration Agreement, the Company provides CSL Seqirus with an exclusive global license to its mRNA technology (including STARR ® ) and LUNAR ® lipid-mediated delivery, along with mRNA drug substance and drug product manufacturing process.
−Removed: CSL Seqirus will lead development and commercialization of vaccines under the collaboration.
+Added: Under the terms of the CSL Collaboration Agreement, the Company provides CSL Seqirus with an exclusive global license to its mRNA technology (including STARR ® ) and LUNAR ® lipid-mediated delivery, along with mRNA drug substance and drug product manufacturing processes.
+Added: CSL Seqirus will lead the development and commercialization of vaccines under the collaboration.
The collaboration plans to advance vaccines against SARS-CoV-2 (COVID-19), influenza, pandemic preparedness as well as three other infectious diseases.
−Removed: The Company received a $ 200.0 million upfront payment and is eligible to receive over $ 1.3 billion in development milestones if all products are registered in the licensed fields and entitled to potentially receive up to $ 3.0 billion in commercial milestones based on “net sales” of vaccines in the various fields.
−Removed: In addition, the Company is eligible to receive a 40 % net profit share for COVID-19 vaccine products and up to low double-digit royalties for vaccines against flu, pandemic preparedness and three other pathogens.
−Removed: During 2024, the Company achieve d $ 72.2 million o f development and regulatory milestones related to the CSL Collaboration Agreement, of which none was included in accounts receivable as of December 31, 2024.
−Removed: In evaluating the CSL Collaboration Agreement in accordance with Accounting Standards Codification (“ASC”) Topic 606, the Company concluded that CSL Seqirus is a customer.
−Removed: The Company identified all promised goods/services within the CSL Collaboration Agreement, and when combining certain promised goods/services, the Company concluded that there are five distinct performance obligations.
−Removed: The nature of the performance obligations consists of delivery of the vaccine license, research and development services for COVID and non-COVID vaccines
+Added: In September 2024, our COVID-19 vaccine
Arcturus Therapeutics Holdings Inc.
1 unchanged sentence
Notes to Consolidated Financial Statements — Continued
−Removed: and regulatory activities for COVID vaccines.
+Added: KOSTAIVE ® became the world’s first approved and commercially available self-amplifying RNA (sa-mRNA) vaccine.
+Added: The Company received a $ 200.0 million upfront payment and is eligible to receive over $ 1.3 billion in development milestones if all products are registered in the licensed fields and is entitled to potentially receive up to $ 3.0 billion in commercial milestones based on “net sales” of vaccines in the various fields.
+Added: In addition, the Company is eligible to receive a 40 % net profit share for COVID-19 vaccine products and up to low double-digit royalties for vaccines for pandemic preparedness and against seasonal influenza as well as three other infectious disease pathogens.
+Added: In evaluating the CSL Collaboration Agreement in accordance with ASC 606, the Company concluded that CSL Seqirus is a customer.
+Added: The Company identified all promised goods/services within the CSL Collaboration Agreement, and when combining certain promised goods/services, the Company concluded that there are five distinct performance obligations.
+Added: The nature of the performance obligations consists of the delivery of the vaccine license, research and development services for COVID-19 and non-COVID-19 vaccines and regulatory activities for COVID-19 vaccines.
For each performance obligation, the Company estimated the standalone selling price based on 1) in the case of the license, the fair value using costs to recreate plus margin method and 2) in the case of research and development services and regulatory activities, cost plus margin for estimated full-time equivalent (“FTE”) costs, direct costs including laboratory supplies, contractors, and other out-of-pocket expenses for research and development services and regulatory activities.
−Removed: As of December 31, 2024, the transaction price primarily consisted of upfront consideration received and milestones achieved as of December 31, 2024.
+Added: As of December 31, 2025, the transaction price primarily consisted of upfront consideration received and milestones achieved.
Additional variable consideration was not included in the transaction price at December 31, 2025 because the Company could not conclude that it is probable that including the variable consideration will not result in a significant revenue reversal.
The Company allocated the transaction price to the performance obligations in proportion to their standalone selling price.
−Removed: The portion of the upfront payment that was allocated to the vaccine license was recognized at the point in time it was transferred in 2022.
+Added: The vaccine license was recognized at the point in time it was transferred in 2022.
The research and development and regulatory activities performance obligations are recognized over a period of time based on the percentage of services rendered using the input method, meaning actual costs incurred divided by total costs budgeted to satisfy the performance obligation.
Any consideration related to sales-based royalties will be recognized when the amounts are probable of non-reversal, provided that the reported sales are reliably measurable and the Company has no remaining promised goods/services, as they are constrained and therefore have also been excluded from the transaction price.
−Removed: The revenue recognized in 2024 reflects variable consideration added to the transaction price upon the achievement of milestones, attributable to the license granted in 2022 and research and development services provided through December 31, 2024.
−Removed: T otal deferred revenue as of December 31, 2024 and 2023 for the CSL Collaboration Agreement was $ 30.7 million and $ 87.1 million, respectively.
−Removed: During 2023, the Company also received an advance payment of $ 23.6 million for the manufacturing and supply of ARCT-154 drug product.
−Removed: The advance payment was for specified manufacturing runs of ARCT-154 which include the drug substance utilized, as well as the reservation fees and related manufacturing requirements.
−Removed: The Company concluded that the promise to manufacture and supply ARCT-154 drug product is a customer option as part of the CSL Collaboration Agreement and is accounted for as a separate contract.
−Removed: The Company recognized $ 18.0 million in revenue related to this customer option during the second quarter of 2024.
−Removed: No amount related to this customer option remained in deferred revenue as of December 31, 2024.
+Added: The revenue recognized during 2025 relates to the license delivered, milestones achieved and research and development and manufacturing services performed through December 31, 2025.
+Added: Total deferred revenue as of December 31, 2025 and 2024 for the CSL Collaboration Agreement was $ 6.2 million and $ 30.7 million, respectively.
During 2023, the Company entered into an amendment to the CSL Collaboration Agreement, pursuant to which the Company agreed to sponsor and conduct a Phase 1 clinical study in the influenza field.
3 unchanged sentences
Therefore, the Company concluded the promise to sponsor and conduct the Phase 1 clinical study is a separate contract and the sole performance obligation under the new arrangement.
−Removed: During the year ended December 31, 2024, the Company recognized revenue of $ 12.0 million related to the performance obligation compared to $ 2.4 million during the year ended December 31, 2023.
−Removed: The remaining amount of $ 3.1 million is included in deferred revenue.
−Removed: During the fourth quarter of 2023, the Company received an advance payment of $ 5.3 million from CSL Seqirus for manufacturing activities related to COVID-19 vaccine product.
−Removed: During the first quarter of 2024, the Company received an additional advance payment of $ 5.1 million from CSL Seqirus for manufacturing activities related to COVID-19 vaccine product.
−Removed: The Company concluded that the promise to perform manufacturing activities is a customer option as part of the CSL Collaboration Agreement and is accounted for as a separate contract.
−Removed: The Company recognized $ 5.3 million in revenue related to this customer option during the third quarter of 2024 upon the transfer of vaccine product to CSL Seqirus.
−Removed: The remaining $ 5.1 million is included in deferred revenue as of December 31, 2024 and will be recognized as revenue when the remaining vaccine product is transferred to CSL Seqirus.
−Removed: In March 2024, the Company entered into an amendment to the CSL Collaboration Agreement, pursuant to which the parties agreed to, among other things, adjust (i) the development plans for certain product candidates, (ii) various development milestones related to such product candidates, (iii) provisions of the CSL Collaboration
+Added: During the period ended December 31, 2025, the Company recognized $ 3.2 million related to the performance obligation, which was fully satisfied during the period.
+Added: In March 2024, the Company entered into an amendment to the CSL Collaboration Agreement, pursuant to which the parties agreed to, among other things, adjust (i) the development plans for certain product candidates, (ii) various development milestones related to such product candidates, and (iii) provisions of the CSL Collaboration related to distributors, and (iv) proprietary payment calculations related to the foregoing.
+Added: In August 2022, the Company entered into a cost reimbursement contract (the “BARDA Contract”) with the Biomedical Ad vanced Research and Development Authority ("BARDA"), a division of the Office of the Assistant Secretary for Preparedness and Response (ASPR) within the U.S.
+Added: Department of Health and Human
Arcturus Therapeutics Holdings Inc.
1 unchanged sentence
Notes to Consolidated Financial Statements — Continued
−Removed: 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: During 2021 the Company entered into certain agreements with Vinbiocare, a member of Vingroup Joint Stock Company, whereby the Company would provide technical expertise and support services to Vinbiocare to assist in the build out of a mRNA drug product manufacturing facility in Vietnam.
−Removed: The Company received an upfront payment in aggregate of $ 40.0 million as part of the Vinbiocare Agreement.
−Removed: In October 2022, the Company and Vinbiocare executed a letter agreement terminating the Technology License and Technical Support Agreement and the Framework Drug Substance Supply Agreement (collectively, the “License & Supply Agreements”).
−Removed: The Company incurred no financial penalties in connection with the termination of the License & Supply Agreements and has no further financial obligations to Vinbiocare under these terminated agreements.
−Removed: In October 2022, in association with the termination of the License & Supply Agreements, the Company signed the Study Support Agreement with Vinbiocare which provides that Vinbiocare shall continue to serve as the regulatory and financial sponsor of clinical studies conducted in Vietnam of ARCT-154 pursuant to the Company’s arrangements with Vinbiocare (the “Study Support Agreement”).
−Removed: To support the continuing activities of these studies, the Study Support Agreement further provides for the Company to conduct certain services and to compensate Vinbiocare to help achieve the objectives of these studies.
−Removed: In February 2023, the Company agreed to provide additional financial support in the amount of approximately $ 2.1 million to allow Vinbiocare to provide additional study support duties related to the ARCT-154 clinical study.
−Removed: As a result, the Company reserved $ 11.8 million of the original upfront payment to be paid to Vinbiocare over the future periods pursuant to the Study Support Agreement by reclassifying a portion of the upfront payment received from Vinbiocare pursuant to the License & Supply Agreements, from deferred revenue to short-term and long-term liabilities, based on the anticipated timing of the payments to Vinbiocare, and removed that portion of the upfront payment from the transaction price of the modified arrangement.
−Removed: The transaction price was not adjusted for payments that are contingent upon the occurrence of future regulatory or sales-related events based on the information currently available to the Company.
−Removed: The Company has concluded that it has no remaining performance obligations under its prior arrangements with Vinbiocare as summarized above as of December 31, 2024.
−Removed: As of December 31, 2024, the Company has accrued liabilities related to this arrangement of $ 2.4 million in current liabilities that will be paid upon the occurrence of specified events through the end of 2025.
−Removed: Vinbiocare is also eligible to receive a single digit percentage of amounts from net sales, if any, of ARCT-154 (or next-generation COVID vaccine) up to a capped amount of low single digit millions.
−Removed: The Company had no remaining deferred revenue as of December 31, 2024 or 2023.
−Removed: In August 2022, the Company entered into a cost reimbursement contract with the Biomedical Advanced Research and Development Authority ("BARDA"), a division of the Office of the Assistant Secretary for Preparedness and Response (ASPR) within the U.S.
−Removed: Department of Health and Human Services (HHS) for an award of up to $ 63.2 million for the development of a pandemic influenza vaccine using the Company's STARR ® self-amplifying mRNA vaccine platform technology.
+Added: Services (HHS) for an award of up to $ 63.2 million for the development of a pandemic influenza vaccine using the Company's STARR® self-amplifying mRNA vaccine platform technology.
The Company earns grant revenue for performing tasks under the agreement.
−Removed: The Company determined that the agreement with BARDA is not in the scope of ASC 808 or ASC 606.
+Added: The Company determined that the BARDA Contract is not in the scope of ASC 808 or ASC 606.
Applying International Accounting Standards No.
20 ("IAS 20"), Accounting for Government Grants and Disclosure of Government Assistance, by analogy, the Company recognizes grant revenue from the reimbursement of direct out-of-pocket expenses, overhead allocations and fringe benefits for research costs associated with the grant.
−Removed: The costs associated with these reimbursements are reflected as a component of research and development expense in the Company’s consolidated statements of operations and comprehensive income (loss).
+Added: The costs associated with these reimbursements are reflected as a component of research and development expense in the Company’s condensed consolidated statements of operations and comprehensive loss.
The Company recognized $ 13.2 million and $ 13.9 million of grant revenue during the years ended December 31, 2025 and 2024, respectively, which is included in revenue on the Company's consolidated statements of operations.
As of December 31, 2025, the remaining available funding net of revenue earned was $ 26.7 million.
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
+Added: Gates Foundation
+Added: During the year ended December 31, 2025, the Company recognized $ 1.6 million of grant revenue related to cost reimbursement under two grants awarded by the Gates Foundation.
+Added: The grants support development of (i) a therapeutic HPV vaccine candidate and (ii) durability assessments of self-amplifying mRNA COVID-19 vaccine platforms.
+Added: Grant funding is conditional upon achievement of defined milestones and submission of periodic progress and financial reports.
+Added: Revenue is recognized as qualifying costs, including employee FTE labor and related expenses, are incurred in accordance with the terms of each agreement.
+Added: Unspent or uncommitted amounts remain deferred until the associated performance obligations are satisfied.
+Added: As of December 31, 2025, deferred grant revenue related to these agreements tota led $ 2.1 million.
Fair Value Measurements
5 unchanged sentences
Unobservable inputs in which little or no market data exists and are therefore determined using estimates and assumptions developed by the Company, which reflect those that a market participant would use.
−Removed: The carrying value of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities and the Singapore loan approximate their respective fair values due to their relative short maturities.
−Removed: The carrying amounts of long-term debt for the amount drawn on the Company’s debt facility approximates fair value as the interest rate is variable and reflects current market rates.
The Company's assets measured at fair value on a recurring basis consisted of money market funds.
−Removed: As of December 31, 2024, the Company's had money market funds with a fair value of $ 230.2 million, which were classified within Level 1 of the fair value hierarchy.
+Added: As of December 31, 2025, the Company's had money market funds with a fair valu e of $ 229.1 million, w hich were classified within Level 1 of the fair value hierarchy.
The fair value of these financial instruments was measured based on quoted prices.
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
Accrued Liabilities Detail
3 unchanged sentences
Cystic Fibrosis Foundation liability
−Removed: Income tax payable
Current portion of operating lease liability
+Added: Accrued facilities costs
Clinical trial accruals
9 unchanged sentences
Leasehold improvements
−Removed: Construction in progress
Less accumulated depreciation and amortization
2 unchanged sentences
Construction in progress is primarily comprised of research equipment not yet placed in service.
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
Wells Fargo Credit Agreement
−Removed: On April 21, 2023, the Company’s wholly-owned subsidiary, Arcturus Therapeutics, Inc.
−Removed: entered into a credit agreement with Wells Fargo (the “Credit Agreement”) whereby Wells Fargo will make a $ 50.0 million revolving credit line available to the Company (the “Loan”) and each Loan evidenced by a revolving line of credit note (the “Note”).
+Added: The Company’s wholly-owned subsidiary, Arcturus Therapeutics, Inc.
+Added: (“Arcturus Therapeutics”) entered into a credit agreement with Wells Fargo Bank on April 21, 2023, and amended on June 26, 2024, whereby Wells Fargo will make a $ 50.0 million revolving credit line available to the Company (the “Loan”) and each draw on the Loan evidenced by a revolving line of credit note (the “Note”).
On June 26, 2024, the parties entered into Amendment No.
−Removed: 1 to the Credit Agreement, whereby the term was extended by one year to April 2026.
+Added: 1 to the Wells Fargo Loan, whereby the term was extended by one year to April 2026.
Borrowings under the 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.
If an Event of Default (as defined in the agreement) occurs, then all Loans shall bear interest at a rate equal to 2.00 % above the interest rate applicable immediately prior to the occurrence of the Event of Default.
−Removed: The original term of the agreement is two years , with an option for one-year renewals subject to Wells Fargo approval and the Company furnishing to Wells Fargo a non-refundable commitment fee equal to 0.25 % of the Loan amount for each such renewal.
+Added: The term of the agreement was originally two years , with an option for one-year renewals subject to Wells Fargo approval and Arcturus Therapeutics furnishing to Wells Fargo a non-refundable commitment fee equal to 0.25 % of the Loan amount for each such renewal.
There is no penalty for terminating the facility prior to the maturity date of the Note.
−Removed: As collateral, the Company has agreed to pledge $ 55.0 million in cash to be held at the Company’s securities accounts with Wells Fargo Securities, LLC, an affiliate of Wells Fargo, pursuant to a security agreement.
−Removed: No amounts were outstanding as of December 31, 2024.
−Removed: Manufacturing Supply Agreement
−Removed: On November 7, 2020, the Company’s wholly-owned subsidiary, Arcturus Therapeutics, Inc., entered into a Manufacturing Support Agreement (the “Support Agreement”) with the Economic Development Board of the Republic of Singapore (the “EDB”).
−Removed: Pursuant to the Support Agreement, the EDB agreed to make a term loan (the “Singapore Loan”) of S$ 62.1 million to the Company, subject to the satisfaction of customary deliveries, to support the manufacture of the LUNAR-COV19 vaccine candidate (ARCT-021).
−Removed: The Singapore Loan accrues interest at a rate of 4.5 % per annum calculated on a daily basis.
−Removed: The Company elected to borrow the full amount available under the Support Agreement of S$ 62.1 million ($ 46.6 million) on January 29, 2021.
−Removed: During the first quarter of 2023, the EDB agreed to an extension of the reconciliation period to March 22, 2023, with unused funds not utilized for the manufacture of ARCT-021 as of such date returned to the EDB.
−Removed: As of December 31, 2022, the outstanding balance of the Singapore Loan, which includes accrued interest, was $ 50.4 million of which the Company paid S$ 22.8 million ($ 17.1 million) in March 2023.
−Removed: During the first quarter of 2023, the remaining principal portion of the Singapore Loan plus accrued interest, totaling $ 34.0 million, was forgiven and recorded as a gain on debt extinguishment in the consolidated statement of operations and comprehensive loss.
−Removed: No interest expense was incurred on the Singapore Loan for the year ended December 31, 2024, and $ 0.5 million and $ 2.1 million of interest expense was incurred for the years ended December 31, 2023 and 2022, respectively.
−Removed: As of December 31, 2023, the Company no longer had debt or interest related to this agreement.
−Removed: Termination of Agreement with Western Alliance Bank
−Removed: On March 14, 2023, the Loan and Security Agreement, dated as of October 12, 2018 (as amended and supplemented, the “Western Alliance Agreement”) with Western Alliance Bank, an Arizona corporation (“Western Alliance”), was terminated (the “Termination”) upon the receipt by Western Alliance of a payoff amount of approximately $ 7.4 million from the Company.
−Removed: The Western Alliance Agreement provided for a collateralized term loan in the aggregate principal amount of up to $ 15.0 million, with interest at a floating rate ranging from 1.25 % to 2.75 % above the prime rate and a maturity date of October 30, 2023 .
−Removed: The payoff amount was made by the Company to Western Alliance from available cash on hand, pursuant to a payoff letter, and included payment of (i) approximately $ 7.0 million in principal and interest, (ii) $ 0.3 million fee payable upon prepayment as a result of prior FDA approval of an IND and (iii) de minimis amounts in prepayment charges and various operational fees.
−Removed: The Company was released from all liens under the Western Alliance Agreement.
−Removed: The Company recorded no interest expense for the year ended December 31, 2024, and for the years ended December 31, 2023 and 2022, the Company recorded interest expense of $ 0.3 million and $ 0.9 million, respectively.
+Added: As collateral, the Company has agreed to pledge $ 55.0 million in cash to be held in the Company’s securities accounts with Wells Fargo Securities, LLC, an affiliate of Wells Fargo, pursuant to a security agreement.
+Added: In December 2025, the Company terminated the credit agreement and related security agreement.
+Added: No amounts were ou tstanding under the Loan at the time of termination.
+Added: As a result, $ 55.0 million of cash previously pledged as collateral was released and is no longer classified as restricted cash as of December 31, 2025.
Arcturus Therapeutics Holdings Inc.
2 unchanged sentences
Stockholders’ Equity
−Removed: Net (Loss) Income Per Share
+Added: Net Loss Per Share
Potentially dilutive securities that were not included in the calculation of diluted net loss per share for the year ended December 31, 2025 and 2024 as they were anti-dilutive totaled 0.6 million and 1.4 million, respectively.
Potentially dilutive securities that were not included in the calculation of diluted earnings per share for the year ended December 31, 2023 as they were anti-dilutive totaled 0.8 million.
+Added: Sales Agreement
+Added: On December 23, 2022, the Company entered into a Controlled Equity Offering℠ Sales Agreement, which was amended on Augu st 7, 2023 (as amended, the “Sales Agreement”) with Cantor Fitzgerald & Co.
+Added: (“Cantor”),Wells Fargo Securities, LLC (“Wells Fargo Securities”), and William Blair & Company, L.L.C.
+Added: (“William Blair”) relating to shares of the Company's common stock.
+Added: In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 200 million from time to time through Cantor, Wells Fargo Securities, or William Blair, each acting as the Company's sales agent.
+Added: During the three months ended December 31, 2025, the Company sold 1,179,201 shares of its common stock pursuant to the Sales Agreement at a weighted‑averag e price of $ 10.38 per share, resulting in gross proceeds of approximately $ 12.2 million.
+Added: After deducting offering costs of $ 0.5 million, the Company received net proceeds of approximately $ 11.7 million from these sales.
+Added: In December 2025, the Company filed, and subsequently had declared effective, a replacement shelf registration statement on Form S‑3, which replaced the prior registration statement and continues to support the Sales Agreement.
Share-Based Compensation
4 unchanged sentences
In April 2022, the compensation committee of the Company’s board of directors approved a proposal to reduce the total number of shares available for future issuance under the 2021 Plan to 130,000 .
+Added: Pursuant to the terms of the plan, shares underlying awards that are forfeited, cancelled, or terminated without issuance are returned to the share reserve.
As of December 31, 2025, a total of 162,164 shares remain available for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan.
7 unchanged sentences
Grant date weighted average fair value
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
The following table summarizes the Company’s stock option activity for the year ended December 31, 2025:
6 unchanged sentences
Exercisable – December 31, 2025
−Removed: Exercisable and expected to vest –
−Removed: December 31, 2024
At December 31, 2025 , the total unrecognized compensation cost of $ 30.1 million will be recognized over the weighted-average remaining service period of approximately 2.5 years.
1 unchanged sentence
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 0.5 million, $ 3.3 million and $ 4.3 million, respectively.
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
Restricted Stock Units
15 unchanged sentences
Total (loss) income before income taxes
−Removed: A reconciliation of income tax (benefit) expense for the years ended December 31, 2024, 2023 and 2022 is as follows:
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
+Added: A reconciliation of in come tax (benefit) expense for the years ended December 31, 2025, 2024 and 2023 is as follows:
For the Year Ended December 31,
2 unchanged sentences
Total income tax (benefit) expense
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
−Removed: A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:
+Added: The table below provides the updated requirements of ASU No.
+Added: 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) for 2025.
+Added: The effective income tax rate for the years ended December 31, 2025 differs from the statutory federal income tax rate as follows (in thousands, except percentages):
For the Year Ended December 31,
+Added: federal statutory rate
+Added: State and local income taxes, net of federal income tax effect (1)
+Added: Effects of cross-border tax laws - Global intangible low-tax income
+Added: Tax credits - research and development credits
+Added: Changes in valuation allowance
+Added: Nontaxable or nondeductible items:
+Added: Stock-based compensation
+Added: Limitations on the deductibility of officer compensation
+Added: Changes in unrecognized tax benefits
+Added: Provision for income taxes
+Added: (1) State tax expense in the State of California comprises the majority (greater than 50 percent) of the tax effect in this category.
+Added: As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023‑09, the Company’s effective income tax rate differed from the statutory federal income tax rate as follows:
+Added: For the Year Ended December 31,
Federal statutory income tax rate
8 unchanged sentences
Provision for income taxes
−Removed: The significant components of deferred income taxes are as follows:
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
+Added: A summary of income taxes paid, net of (refunds) received, for the year ended December 31, 2025 is as follows:
(In thousands)
+Added: Federal income taxes paid, net of (refunds) received
+Added: State income taxes paid, net of (refunds) received
+Added: Foreign income taxes paid, net of (refunds) received
+Added: Total income taxes paid, net of (refunds) received
+Added: The significant components of deferred i ncome taxes are as follows:
+Added: (in thousands)
Deferred tax assets:
16 unchanged sentences
Due to lack of available sources of taxable income, the Company recorded a full valuation allowance against its net deferred tax assets as sufficient uncertainty exists regarding the future realization of these assets.
−Removed: As of December 31, 2024 and 2023, the Co mpany recorded a valuation allowance of $ 138.0 million and $ 108.8 million, respectively.
+Added: As of December 31, 2025 and 2024, the Company recorded a valuation allowance of $ 143.5 million and $ 138.0 million, respectively.
The valuation allowance changed by $ 5.5 million and $ 29.2 million for the years ended December 31, 2025 and 2024, respectively.
+Added: Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company’s federal and state net operating loss, research and development credit carryforwards, and other tax attributes may be limited in the event a cumulative change in ownership of more than 50 % occurs within a three-year period.
+Added: The Company has experienced changes in prior years and there is a risk that additional ownership changes may occur in the future.
+Added: If a change in ownership occurs, the NOL carryforwards and other tax attributes could be limited or restricted.
At December 31, 2025, the Company has federal and state net operating losses, or NOL, carryforwards of approximately $ 115.5 million and $ 203.1 million, respectively.
6 unchanged sentences
At December 31, 2025, the Company has federal and state research and development credit carryforwards of approximately $ 18.1 million and $ 12.5 million, respectively.
−Removed: The federal credit carryforwards begin to expire in 2037 , and the state credits carry forward indefinitely.
−Removed: $ 0.8 million of the state credit begin to expire in 2037 and the remainder carryforward indefinitely.
+Added: If not utilized, the federal credit carryforwards begin to expire in 2037 .
+Added: $ 1.0 million of the state credit begins to expire in 2037 and the remainder carries forward indefinitely.
Additionally, the Company has an Orphan Drug Credit of $ 8.9 million as of December 31, 2025, which will begin to expire in 2042 unless previously utilized.
−Removed: Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company’s federal and California net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50 % occurs within a three-year period.
−Removed: The Company has completed an IRC Section 382 analysis through December 31, 2024 regarding the limitation of net operating loss carryforwards and other tax attributes.
−Removed: The Company experienced ownership changes in 2018 and 2020;
−Removed: however, the Company estimates that all tax attributes can be utilized.
−Removed: There is a risk that additional ownership changes may occur in the future.
−Removed: If a change in ownership occurs, the NOL carryforwards and other tax attributes could be limited or restricted.
The company accounts for income taxes in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes .
1 unchanged sentence
An uncertain tax position will not be recognized if it has less than 50 % likelihood of being sustained.
−Removed: A reconciliation of unrecognized tax benefits is as follows (in millions):
+Added: A reconciliation of unrecognized tax benefits is as follows (in thousands):
+Added: (in thousands)
Beginning balance of unrecognized tax benefits
−Removed: Decrease for prior period tax positions
+Added: (Decrease) Increase for prior period tax positions
Increase for current period tax positions
Ending balance of unrecognized tax benefits
−Removed: Amounts in the summary rollforward would no t impact the effective tax rate as the Company maintains a full valuation on its net deferred tax assets.
+Added: Amounts in the summary rollforward would not impact our effective tax rate if recognized as the Company maintains a full valuation on its net deferred tax assets.
The Company is subject to taxation and files income tax returns in the United States, various U.S.
1 unchanged sentence
The Company’s tax years from 2014 to date are subject to examination by the U.S., and state taxing authorities due to the carryforward of unutilized net operating losses and research and development credits.
+Added: The general statute of limitations in the foreign jurisdictions where the Company files tax returns is 4 to 5 years.
The Company’s policy is to recognize interest expense and penalties related to income tax matters as income tax expense.
−Removed: There was no tax related interest or penalties recognized for the years ended December 31, 2024, 2023 and 2022.
−Removed: The Company does not anticipate any material changes to its unrecognized tax benefits within the next twelve months.
+Added: There was no tax related interest or penalties recognized for the years ended December 31, 2025 and 2024 and 2023.
+Added: Deferred income taxes are not required for undistributed earnings of the Company’s foreign subsidiary as they can be distributed tax free and without withholding taxes.
+Added: On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law.
+Added: The Act reinstates and makes permanent 100% first-year bonus depreciation under Section 168(k) for qualified property acquired and placed in service after January 19, 2025.
+Added: Additionally, the Act permanently allows immediate expensing of domestic research and experimentation expenditures under Section 174 for tax years beginning after December 31, 2024.
+Added: The Company has reflected the effects of the Act in its income tax provision in accordance with ASC 740.
Commitments and Contingencies
Cystic Fibrosis Foundation Therapeutics Funding agreement
−Removed: On September 25, 2023, the Company amended its Development Program Letter Agreement, dated May 16, 2017 and as amended July 13, 2018 and August 1, 2019, with the Cystic Fibrosis Foundation (“CFF”).
−Removed: Pursuant to the amendment, (i) CFF increased the amount it will award to advance LUNAR-CF to $ 24.6 million from approximately $ 15.6 million, (ii) the Company agreed to incur at least $ 15.0 million toward activities under the research plan.
+Added: O n September 25, 2023, the Company amended its Development Program Letter Agreement, dated May 16, 2017 and as amended July 13, 2018 and August 1, 2019, with the Cystic Fibrosis Foundation (“CFF”).
+Added: Pursuant to the amendment, (i) CFF increased the amount it will award to advance LUNAR-CF to $ 24.6 million from approximately $ 15.6 million, and (ii) the Company agreed to incur at least $ 15.0 million toward activities under the research plan.
During the fourth quarter of 2023, the Company received the full payment from CFF related to the amendment.
9 unchanged sentences
In conjunction with the new lease, the Company received free rent for four months and received a tenant improvement allowance of $ 0.1 million.
−Removed: In March 2024, the Company negotiated with the lessor to extend the lease through March 2027.
The Company entered into an irrevocable standby letter of credit with the landlord for a security deposit of $ 0.1 million upon executing the lease which is included (along with additional funds required to secure the letter of credit) in the balance of non-current restricted cash.
+Added: In March 2024, the Company negotiated with the lessor to extend the lease through March 2027.
+Added: In December 2025, the Company vacated this office space with no intention of operating out of the location in the future.
+Added: The Company remains obligated to make the remaining lease payments through March 2027, and therefore recorded an impairment loss in the amo unt of $ 1.9 million dur ing the three months ended December 31, 2025, as there was no future economic benefit from the lease.
In February 2020, the Company entered into a second non-cancellable operating lease agreement for office space near its current headquarters.
4 unchanged sentences
In July 2024, the Company terminated the existing lease agreement, in accordance with its terms, thereby ending their contractual obligation to pay for the premises.
−Removed: As a result, no lease liability remains as of December 31, 2024.
In September 2021, the Company entered into a third non-cancellable lease agreement for office, research and development, engineering and laboratory space near its current headquarters, and such lease term commenced during the second quarter of 2022.
9 unchanged sentences
As of December 31, 2025, the remaining payments of the operating lease liability were as follows:
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
(in thousands)
5 unchanged sentences
Weighted-average discount rate
−Removed: Arcturus Therapeutics Holdings Inc.
−Removed: and its Subsidiaries
−Removed: Notes to Consolidated Financial Statements — Continued
Operating lease costs consist of the fixed lease payments included in operating lease liability and are recorded on a straight-line basis over the lease terms.
3 unchanged sentences
The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (“CODM”).
−Removed: The Company’s CODM is its Chief Executive Officer , who reviews and evaluates consolidated net (loss) income for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.
+Added: The Company’s CODM is its Chief Executive Officer , who reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.
The CODM does not evaluate the operating segment using asset or liability information.
−Removed: The following table presents information about reported segment revenues, segment loss and income, and significant segment expenses:
+Added: The following table presents information about reported segment revenues, segment loss, and significant segment expenses:
For the Year Ended December 31,
8 unchanged sentences
General and administrative
−Removed: Net (loss) income
(1) Primarily includes interest income and expense, foreign currency gains and losses, and income taxes.
2 unchanged sentences
See “ Note 2, Joint Ventures, Equity Method Investments and Variable Interest Entities ” for specific details surrounding the Company’s agreement with Axcelead to form the joint venture entity, ARCALIS, Inc.
+Added: Arcturus Therapeutics Holdings Inc.
+Added: and its Subsidiaries
+Added: Notes to Consolidated Financial Statements — Continued
Subsequent Events
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.