What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 76 added, 46 removed, 285 unchanged (30% of the section changed)

23 unchanged sentences

60,000 shares authorized;

outstanding shares were 28,423 at March 31, 2026 and 28,414 at December 31, 2025

outstanding shares were 28,423 at June 30, 2026 and 28,414 at December 31, 2025

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands, except per share data)

8 unchanged sentences

Finance income, net

Other income (expense)

Other expense

Net loss before income taxes

Provision for income taxes

Net loss per share, basic and diluted

12 unchanged sentences

Balance – March 31, 2026

Share-based compensation expense

Balance – June 30, 2026

Stockholders’

4 unchanged sentences

Balance – March 31, 2025

Share-based compensation expense

Issuance of common stock upon exercise of stock options

Balance – June 30, 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEM ENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

5 unchanged sentences

Foreign currency transaction loss

Loss on disposal of property and equipment

Changes in assets and liabilities:

14 unchanged sentences

Proceeds from debt

Payments on debt obligations

Net cash provided by financing activities

10 unchanged sentences

(the “Company” or "Arcturus") is a messenger RNA medicines company focused on the development of liver and respiratory rare disease therapeutics.

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.

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.

25 unchanged sentences

The Company cannot guarantee the achievement of these milestones due to risks associated with preclinical and clinical activities required for development of nucleic acid medicine-based therapeutics and vaccines.

The following table presents changes during the three months ended March 31, 2026 in the balances of contract assets and liabilities as compared to what was disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The following table presents changes during the six months ended June 30, 2026 in the balances of contract assets and liabilities as compared to what was disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

(in thousands)

December 31, 2025

March 31, 2026

June 30, 2026

Contract Assets:

3 unchanged sentences

The following table summarizes the Company’s revenues for the periods indicated.

Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

(in thousands)

9 unchanged sentences

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 other infectious diseases.

In September 2024, our COVID-19 vaccine KOSTAIVE ® became the world’s first approved and commercially available self-amplifying RNA (sa-mRNA) vaccine.

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.

In addition, the Company is eligible to receive a 40 % net profit share for COVID-19 vaccine pro ducts and up to low double-digit royalties for vaccines for pandemic preparedness and against seasonal influenza as well as other infectious disease pathogens.

The Company received a $ 200.0 million upfront payment under the arrangement.

In evaluating the CSL Collaboration Agreement in accordance with ASC 606, the Company concluded that CSL Seqirus is a customer.

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.

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.

As of March 31, 2026, the transaction price consisted of upfront consideration received and milestones achieved.

Additional variable consideration was not included in the transaction price as of March 31, 2026, because the Company could not conclude that it is probable that including the variable consideration will not result in a significant revenue reversal.

As of June 30, 2026, the transaction price consisted of upfront consideration received and milestones achieved.

Additional variable consideration was not included in the transaction price as of June 30, 2026, 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.

2 unchanged sentences

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.

The revenue recognized in the first quarter of 2026 relates to the license delivered, milestones achieved and services performed through March 31, 2026.

Total deferred revenue as of March 31, 2026 and December 31, 2025 for the CSL Collaboration Agreement was $ 5.8 million and $ 6.2 million, respectively.

The revenue recognized during the six months ended June 30, 2026 relates to services performed through June 30, 2026.

Total deferred revenue as of June 30, 2026 and December 31, 2025 for the CSL Collaboration Agreement was $ 5.2 million and $ 6.2 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.

As part of the amendment, the Company received $ 17.5 million from CSL Seqirus.

The amendment also provides for up to $ 1.5 million in additional payments which are achievable upon meeting certain clinical milestones relating to the Phase 1 clinical study in the influenza field.

The Company previously concluded that the expansion of research and development support services under the CSL Collaboration Agreement represented an option that was not a material right.

2 unchanged sentences

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 Agreement related to specific royalty payments, (iv) provisions of the CSL Collaboration Agreement related to distributors, and (v) proprietary payment calculations related to the foregoing.

As of June 30, 2026, the Company and CSL Seqirus were in discussions regarding termination of the CSL Collaboration Agreement and had reached an understanding on the principal commercial terms;

however, the CSL Collaboration Agreement had not been terminated as of June 30, 2026.

Accordingly, the Company continued to account for the CSL Collaboration Agreement in accordance with its existing terms through June 30, 2026.

On August 3, 2026, the Company entered into a Termination and Settlement Agreement (the “Termination Agreement”) with CSL Seqirus.

See “Note 11 Subsequent Events” for additional information.

In August 2022, the Company entered into a cost reimbursement contract (the “BARDA 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.

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.

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.

The Company earns grant revenue for performing tasks under the agreement.

3 unchanged sentences

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.

As of March 31, 2026, the remaining available funding net of revenue e arned was $ 25.8 million.

As of June 30, 2026, the remaining available funding net of revenue e arned was $ 24.6 million.

Gates Foundation

During the three months ended March 31, 2026 , the Company recognized $ 0.6 million of grant revenue related to cost reimbursement under two grants awarded by the Gates Foundation.

The Company recognized grant revenue related to cost reimbursement under two grants awarded by the Gates Foundation.

The grants support development of (i) a therapeutic HPV vaccine candidate and (ii) durability assessments of self-amplifying mRNA COVID-19 vaccine platforms.

Grant funding is conditional upon achievement of defined milestones and submission of periodic progress and financial reports.

Revenue is recognized as qualifying costs, including employee FTE labor and related expenses, are incurred in accordance with the terms of each agreement.

Revenue is recognized when qualifying costs, including employee full-time equivalent (“FTE”) labor and related expenses, are incurred in accordance with the terms of each agreement.

Unspent or uncommitted amounts remain deferred until the associated performance obligations are satisfied.

As of March 31, 2026 , deferred grant revenue related to these agreements totaled $ 1.8 million.

As of June 30, 2026 , deferred grant revenue related to these agreements totaled $ 1.1 million.

Fair Value Measurements

6 unchanged sentences

The carrying value of cash, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values due to their relatively short maturities.

As of March 31, 2026 and December 31, 2025 , all assets measured at fair value on a recurring basis consisted of cash equivalents and money market funds, which were classified within Level 1 of the fair value hierarchy.

As of June 30, 2026 and December 31, 2025 , all assets measured at fair value on a recurring basis consisted of cash equivalents and money market funds, which were classified within Level 1 of the fair value hierarchy.

The fair value of these financial instruments was measured based on quoted prices.

2 unchanged sentences

(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

Property and equipment, net

Depreciation and amortization expense was $ 0.7 million for the three months ended March 31, 2026 , and $ 0.8 million for the three months ended March 31, 2025.

Depreciation and amortization expense was $ 0.6 million and $ 1.3 million for the three and six months ended June 30, 2026 , respectively, and $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 2025, respectively.

Accrued liabilities consisted of the following:

(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

8 unchanged sentences

(in thousands)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Cash and cash equivalents

2 unchanged sentences

Total cash, cash equivalents and restricted cash

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 of the Company’s offices.

As of March 31, 2026 and 2025, the Company had restricted cas h of $ 2.0 million and $ 1.9 million, respectively, i n conjunction with property leases in San Diego, California, and such restriction is expected to be removed at the end of the lease term.

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 of the Company’s offices.

As of June 30, 2026 and 2025, the Company had restricted cas h of $ 2.0 million and $ 1.9 million, respectively, i n conjunction with property leases in San Diego, California, and such restriction is expected to be removed at the end of the lease term.

As of June 30, 2025, restricted cash also included $ 55.0 million pledged as collateral pursuant to the Company's former security agreement with Wells Fargo Bank, National Association, which was terminated in December 2025.

Stockholders’ Equity

Net Loss per Share

Potentially dilutive securities that were not included in the calculation of diluted net loss per share as they were anti-dilutive totaled 0.1 million and 0.5 million for three months ended March 31, 2026 and March 31, 2025, respectively.

Potentially dilutive securities that were not included in the calculation of diluted net loss per share as they were anti-dilutive totaled 0.1 million and 0.1 million for three and six months ended June 30, 2026 , respectively, and 0.3 million and 0.4 million for the three and six months ended June 30, 2025, respectively.

Sales Agreement

6 unchanged sentences

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.

During the three months ended March 31, 2026 the Company did not offer or sell any shares of common stock pursuant to the Sales Agreement.

During the six months ended June 30, 2026 , the Company did not offer or sell any shares of common stock pursuant to the Sales Agreement.

Share-Based Compensation Expense

In June 2024 at the Company’s 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), the stockholders of the Company appro ved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan (as amended, the “2019 Plan”) which, among other things, increased the aggregate number of shares authorized for use in making awards to eligible persons under the 2019 Plan by 2,000,000 shares, for a total of up to 10,750,000 shares available for issuance.

As of March 31, 2026 , a total of 1,040,059 shares remain available for future issuance under the 2019 Plan, subject to the terms of the 2019 Plan.

As of June 30, 2026 , a total of 938,497 shares remain available for future issuance under the 2019 Plan, subject to the terms of the 2019 Plan.

In October 2021, the Company adopted the 2021 Inducement Equity Incentive Plan which covers the award of up to 1,000,000 shares of common stock (the “2021 Plan”) effective as of October 15, 2021.

2 unchanged sentences

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 March 31, 2026 , a total of 165,926 shares remain availabl e for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan.

As of June 30, 2026 , a total of 165,926 shares remain availabl e for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan.

Share-Based Compensation

Share-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025 was as follows:

Three Months Ended March 31,

Share-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss was as follows:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

(in thousands)

4 unchanged sentences

The primary difference between the Company’s effective tax rate and the federal statutory rate is attributable to federal and state income tax expense offset by a valuation allowance on the Company’s deferred tax assets.

The Company recorded negligible income tax expense for the three months ended March 31, 2026 and 2025.

The Company recorded negligible income tax expense for the three and six months ended June 30, 2026 and 2025.

No tax benefit was recorded for losses incurred in the United States, as such losses are offset by a full valuation allowance.

4 unchanged sentences

During the fourth quarter of 2023, the Company received the full payment from CFF related to the amendme nt.

For the three months ended March 31, 2026 and 2025, the Company recognized a contra expen se of $ 0.3 million and $ 0.4 million, respectively, related to CFF .

As of March 31, 2026 and December 31, 2025 , $ 6.1 million and $ 6.4 million, respectively, remained in accrued liabilities.

Total contra expense recognized was $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2026 respectively, and $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026 and December 31, 2025 , $ 5.9 million and $ 6.4 million, respectively, remained in accrued liabilities.

Thermo Fisher Agreement

In June 2026, the Company entered into a series of agreements with Thermo Fisher Scientific Inc.

(“Thermo Fisher”) and certain of Thermo Fisher’s affiliates to establish a strategic collaboration for the provision of contract development and manufacturing organization (“CDMO”) and contract research organization (“CRO”) services in connection with the development of ARCT-032, our investigational mRNA therapeutic for cystic fibrosis (“CF”).

Under the agreement, Thermo Fisher has agreed to provide qualifying clinical manufacturing services with an aggregate value of up to $ 40.0 million.

Upon the Company's decision to advance ARCT-032 into Phase 3 clinical development, the Company has agreed to engage Thermo Fisher's affiliate, PPD, Inc.

(“PPD”), to perform

qualifying clinical research organization ("CRO") services for an aggregate value of up to $ 40.0 million for the Phase 3 clinical trial and related open-label extension study.

The agreement also contemplates that, following regulatory approval of ARCT-032 and subject to execution of a future commercial supply agreement and Thermo Fisher's continued ability to manufacture ARCT-032 in compliance with applicable regulatory requirements, Thermo Fisher would receive certain exclusive commercial manufacturing rights.

As of June 30, 2026, no commercial supply agreement had been executed and no amounts had been recognized related to these provisions.

In October 2017, the Company entered into a non-cancellable operating lease agreement for office space adjacent to its previously occupied headquarters.

4 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.

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.

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.

In December 2025, the Company vacated this office space with no intention of operating out of the location in the future.

11 unchanged sentences

The Company uses its incremental borrowing rate to calculate the present value of the lease payments, as the implicit rate in the lease is not readily determinable.

As of March 31, 2026, the remaining payments of the operating lease liabilities were as follows:

As of June 30, 2026, the remaining payments of the operating lease liabilities were as follows:

(in thousands)

7 unchanged sentences

Operating lease costs consist of the fixed lease payments included in operating lease liabilities and are recorded on a straight-line basis over the lease terms.

Operating lease costs were $ 0.9 million and $ 1.3 million for the three months ended March 31, 2026 and March 31, 2025 , respectively.

Operating lease costs were $ 0.9 million and $ 1.9 million for the three and six months ended June 30, 2026 , respectively, and $ 1.3 million and $ 2.5 million for the three and six months ended June 30, 2025 , respectively.

Segment Information

4 unchanged sentences

The following table presents information about reported segment revenues, segment loss, and significant segment expenses:

Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

(in thousands)

14 unchanged sentences

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.

As of March 31, 2026 , the carrying value of the equity-method investment in ARCALIS remained at zero .

As of June 30, 2026 , the carrying value of the equity-method investment in ARCALIS remained at zero .

Subsequent Events

On August 3, 2026, the Company entered into the Termination Agreement with CSL Seqirus pursuant to which the Company and CSL Seqirus mutually terminated the CSL Collaboration Agreement, effective as of such date.

Under the Termination Agreement, the Company received a one-time cash payment of $ 12.0 million from CSL Seqirus.

In addition, the Company was released from a liability and from repayment of an R&D credit with an aggregate value of approximately $ 16.0 million.

As a result of the termination, the Company regained strategic control of its vaccine portfolio, including KOSTAIVE ® and its vaccine programs for seasonal influenza, pandemic influenza, respiratory syncytial virus (“RSV”) and Epstein-Barr virus (“EBV”), subject to ongoing arrangements with Meiji Seika Pharma (“Meiji”) for the Northern Hemisphere 2026-2027 season, which is expected to end on or around June 30, 2027.

Beginning with the Northern Hemisphere 2027–2028 season, the Company expects to work directly with Meiji for KOSTAIVE ® activities in Japan.

Arcturus is obligated to pay CSL Seqirus single-digit royalties and revenue-sharing payments on our future commercialization of vaccine products formerly licensed under the CSL Collaboration Agreement and successor products, where certain CSL Seqirus intellectual property is incorporated into such products, subject to agreed terms and conditions and applicable time limitations.

With respect to certain of the vaccine products, Arcturus is obligated to pay a percentage of upfront payments received from future licensees up to pre-agreed amounts.

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

In connection with the termination, the parties agreed to dismiss the arbitration and exchanged mutual releases of claims.

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.

What changed 10-Q

Item 1. Financial Statements