0001564590-22-007832 | 10-K | XBRL Viewer | Arcturus Therapeutics Holdings INC

Print Document View Excel Document

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 370,492	$ 462,895
Accounts receivable	3,367	2,125
Prepaid expenses and other current assets	5,102	2,769
Total current assets	378,961	467,789
Property and equipment, net	5,643	3,378
Operating lease right-of-use asset, net	5,618	5,182
Equity-method investment	515
Non-current restricted cash	2,077	107
Total assets	392,814	476,456
Current liabilities:
Accounts payable	10,058	10,774
Accrued liabilities	23,523	19,389
Current portion of long-term debt	22,474	1,250
Deferred revenue	43,482	18,108
Total current liabilities	99,537	49,521
Deferred revenue, net of current portion	19,931	12,512
Long-term debt, net of current portion	40,633	13,845
Operating lease liability, net of current portion	4,502	4,025
Total liabilities	164,603	79,903
Stockholders’ equity:
Common stock: $0.001 par value; 60,000 shares authorized; 26,372 shares issued and outstanding at December 31, 2021 and 26,192 shares issued and outstanding at December 31, 2020	26	26
Additional paid-in capital	575,675	540,343
Accumulated deficit	(347,490)	(143,816)
Total stockholders’ equity	228,211	396,553
Total liabilities and stockholders’ equity	$ 392,814	$ 476,456

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	26,372,000	26,192,000
Common stock, shares outstanding	26,372,000	26,192,000

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Revenue	$ 12,359	$ 9,539	$ 20,789
Operating expenses:
Research and development, net	173,760	57,846	33,640
General and administrative	41,451	23,217	12,662
Total operating expenses	215,211	81,063	46,302
Loss from operations	(202,852)	(71,524)	(25,513)
Gain (loss) from equity-method investment	515	(263)	(32)
Foreign currency transaction gain	584
Finance expense, net	(1,921)	(361)	(446)
Net loss	$ (203,674)	$ (72,148)	$ (25,991)
Net loss per share, basic and diluted	$ (7.74)	$ (3.55)	$ (2.15)
Weighted-average shares outstanding, basic and diluted	26,317	20,305	12,069
Comprehensive loss:
Net loss	$ (203,674)	$ (72,148)	$ (25,991)
Comprehensive loss	$ (203,674)	$ (72,148)	$ (25,991)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Ultragenyx [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member]	Common Stock [Member]	Common Stock [Member] Ultragenyx [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] Ultragenyx [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]
Balance at Dec. 31, 2018	$ 13,642		$ (803)	$ 214		$ 58,302		$ (44,874)	$ (803)
Balance (in shares) at Dec. 31, 2018				10,762,000
Net loss	(25,991)							(25,991)
Share-based compensation	1,982					1,982
Redomiciliation share exchange				$ (203)		203
Redomiciliation share exchange (in shares)				(43,000)
Issuance of common stock, net of issuance costs	21,278	$ 15,545		$ 2	$ 2	21,276	$ 15,543
Issuance of common stock, net of issuance costs (in shares)				1,995,000	2,400,000
Issuance of common stock upon exercise of stock options	139					139
Issuance of common shares upon exercise of share options (in shares)				24,000
Balance at Dec. 31, 2019	$ 25,792			$ 15		97,445		(71,668)
Accounting Standards Update [Extensible Enumeration]	ASC 606 [Member]
Balance (in shares) at Dec. 31, 2019				15,138,000
Net loss	$ (72,148)							(72,148)
Share-based compensation	6,764					6,764
Issuance of common stock to Ultragenyx on option exercise		$ 9,600			$ 1		$ 9,599
Issuance of common stock to Ultragenyx and option, net of issuance costs (in shares)					600,000
Issuance of common stock, net of issuance costs	423,819			$ 10		423,809
Issuance of common stock, net of issuance costs (in shares)				10,059,000
Issuance of common stock upon exercise of stock options	2,726					2,726
Issuance of common shares upon exercise of share options (in shares)				395,000
Balance at Dec. 31, 2020	396,553			$ 26		540,343		(143,816)
Balance (in shares) at Dec. 31, 2020				26,192,000
Net loss	(203,674)							(203,674)
Share-based compensation	28,915					28,915
Issuance of common stock related to acquired in-process research and development	5,000					5,000
Issuance of common stock related to acquired in-process research and development (in shares)				75,000
Issuance of common stock upon exercise of stock options	$ 902					902
Issuance of common shares upon exercise of share options (in shares)	93,165			92,000
Issuance of common stock under equity plans	$ 515					515
Issuance of common stock under equity plans (in shares)				13,000
Balance at Dec. 31, 2021	$ 228,211			$ 26		$ 575,675		$ (347,490)
Balance (in shares) at Dec. 31, 2021				26,372,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
OPERATING ACTIVITIES:
Net loss	$ (203,674)	$ (72,148)	$ (25,991)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,193	882	684
Share-based compensation expense	28,915	6,764	1,982
Acquired in-process research and development expense	5,000
(Gain) loss from equity-method investment	(515)	263	25
Foreign currency transaction gain	(577)
Other non-cash expenses	3,382	162	873
Changes in operating assets and liabilities:
Accounts receivable	(1,242)	54	2,302
Prepaid expenses and other assets	(2,333)	(2,011)	(120)
Accounts payable	(769)	4,812	3,155
Accrued liabilities	2,783	11,320	1,675
Deferred revenue	32,794	7,041	8,970
Net cash used in operating activities	(135,043)	(42,861)	(6,445)
INVESTING ACTIVITIES:
Acquisition of property and equipment	(3,406)	(1,742)	(818)
Net cash used in investing activities	(3,406)	(1,742)	(818)
FINANCING ACTIVITIES:
Proceeds from long-term debt, net of lender fees	46,599		4,945
Proceeds from exercise of stock options	902	2,726	139
Proceeds from issuance of common stock under equity plans	515
Proceeds from issuance of common stock, net of issuance costs		423,819	21,278
Net cash provided by financing activities	48,016	436,145	41,907
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(90,433)	391,542	34,644
Cash, cash equivalents and restricted cash at beginning of year	463,002	71,460	36,816
Cash, cash equivalents and restricted cash at end of year	372,569	463,002	71,460
Supplemental disclosure of cash flow information:
Cash paid for interest	684	751	691
Non-cash investing activities
Right-of-use asset obtained in exchange for lease liabilities	1,828	1,360	5,868
Acquisition of in-process research and development through issuance of common stock	5,000
Purchase of property and equipment in accounts payable	$ 53	169	240
Ultragenyx [Member]
FINANCING ACTIVITIES:
Proceeds from exercise of stock option by Ultragenyx and issuance of common stock and option, net of issuance costs, to Ultragenyx		$ 9,600	$ 15,545

Organization

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization

Note 1. Organization

Description of Business

Arcturus Therapeutics Holdings Inc. (the “Company”) is a late-stage global clinical messenger RNA medicines company focused on the development of infectious disease vaccines and significant opportunities within liver and respiratory rare diseases. The Company became a clinical stage company during 2020 when it announced that its Investigational New Drug (“IND”) application for ornithine transcarbamylase (“OTC”) deficiency and its Clinical Trial Application (“CTA”) candidate LUNAR-COV19 were approved by applicable health authorities.

The financial statements for periods prior to June 17, 2019, the effective date of the Redomiciliation, relate to Arcturus Therapeutics Ltd. and for the periods from and after June 17, 2019 relate to Arcturus Therapeutics Holdings Inc.

Recent Developments

See “Note 3 Revenue – Vinbiocare” for further information on the agreements with Vinbiocare, a member of Vingroup Joint Stock Company (“Vinbiocare”), whereby the Company will provide technical expertise and support services to Vinbiocare to assist in the build out of a manufacturing facility in Vietnam.

Liquidity

The Company has incurred significant operating losses since its inception. As of December 31, 2021 and 2020, the Company had an accumulated deficit of $347.5 million and $143.8 million, respectively.

The Company’s activities since inception have consisted principally of research and development activities, general and administrative activities, and raising capital. 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. From the Company’s inception through the year ended December 31, 2021, the Company has funded its operations principally with the proceeds from the sale of capital stock and funds received from collaboration agreements. During fiscal year 2021, the Company received a term loan of $46.6 million from Economic Development Board of the Republic of Singapore as well as an upfront payment of $40.0 million from Vinbiocare to assist with funding a phase 3 clinical trial in Vietnam. Through underwritten public offerings, the Company raised net proceeds of $423.8 million during fiscal year 2020, after deducting underwriting discounts, commissions, and offering expenses. At December 31, 2021, the Company’s balance of cash and cash equivalents, including restricted cash, was $372.6 million.

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. 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Arcturus Therapeutics Holdings Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP), which requires management to make estimates and assumptions regarding the valuation of certain debt and equity instruments, the equity method investment, share-based compensation, accruals for liabilities, income taxes, revenue and deferred revenue, leases, expense accruals, and other matters that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s knowledge of current events and actions the Company may undertake in the future, actual results could materially differ from those estimates.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company and its chief operating decision-maker view the Company’s operations and manage its business in one operating segment which is the research and development of medical applications for the Company’s nucleic acid-focused technology.

Cash and Cash Equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date of purchase.

Restricted cash

Restricted cash represents 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. At December 31, 2021 and 2020, the Company had restricted cash of $2.1 million and $0.1 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.

Fair Value Measurements

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are inputs that market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available under the circumstances. The hierarchy consists of three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Accounts Receivable

Accounts receivable are recorded at the net invoice value and are non-interest bearing. The Company considers receivables past due based on the contractual payment terms. The Company reserves for specific receivables if collectability is no longer reasonably assured. Estimates for allowances for doubtful accounts are determined based on existing contractual obligations, historical payment patterns, and individual customer circumstances. The Company reevaluates such reserves on a regular basis and adjusts its reserves as needed. Once a

receivable is deemed to be uncollectible, such balance is charged against the reserve. No reserves have been recorded as of December 31, 2021 or 2020.

Concentration of Credit Risk and Significant Customers

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions in instruments with short maturities.

There were two customers that comprised 100% of the total accounts receivable balance at December 31, 2021 and one customer that comprised 100% of the total accounts receivable balance at December 31, 2020.

For the year ended December 31, 2021, the Company’s top four customers collectively represented 99% of the Company’s total revenue. For the year ended December 31, 2020, there were four customers that collectively represented 94% of the Company’s total revenue.

Joint Ventures, Equity Method Investments and Variable Interest Entities

Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. Equity method investment activity is related to a 49% joint venture with Axcelead, Inc. (see the following paragraph for further details) and a 12% ownership in Vallon Pharmaceuticals, Inc. (see “Note 12, Related Party Transactions” for further details). 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.

In April 2021, Arcturus and Axcelead, Inc., a company existing under the laws of Japan (“Axcelead”), formed a joint venture entity, named Arcalis, Inc. (“JV Entity”), which operates as a corporation under the laws of Japan. Axcelead is an integrated drug discovery solutions provider to the pharmaceutical industry in Japan. On July 1, 2017, Axcelead became the successor to a portion of the drug discovery research department of Takeda Pharmaceutical Company Limited. The goal of the JV Entity is to be a contract development and manufacturing organization focused on mRNA manufacturing that would provide manufacturing services to the Company and also to third parties. The joint venture includes a shareholders agreement setting forth initial funding of the JV Entity and rights of the shareholders, including certain approval rights of Arcturus. As part of the joint venture, the Company entered into a License and Technology Transfer Agreement with the JV Entity, pursuant to which Arcturus grants to JV Entity a nonexclusive license to certain intellectual property for use at the JV Entity’s facilities, and obligates Arcturus to conduct certain technology transfer activities.

The Company consolidates variable interest entities (“VIEs”) where it has been determined that the Company is the primary beneficiary of those entities’ operations. Management believes that power is shared between Arcturus and Axcelead, as unrelated parties. The consent of each of the parties is substantive and is required to make the decisions about the JV Entity’s significant activities. Management does not believe that Arcturus has the power to direct the activities of the JV Entity that most significantly impact the JV Entity’s economic performance. Therefore, the Company concluded it is not required to consolidate the JV Entity under the VIE model.

The equity method of accounting is applicable for the JV Entity as the Company does not own more than 50% of voting power, but has influence over the operation and financial policies of the investee. The Company accounts for its investment in the JV Entity using the equity method of accounting as specified in ASC 323, Investments — Equity Method and Joint Ventures. Under ASC 323, equity method investments are recorded initially at cost. The Company’s initial investment in the JV Entity totaled $9.2 million. However, the JV Entity paid the Company back the initial investment of $9.2 million as an upfront fee/consideration for the License and Technology Transfer Agreement. In substance, there was no cash consideration paid by the Company for its 49% equity interest in the JV Entity.

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized using the straight-line method over the respective useful lives of the assets, ranging from three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. Long-lived assets, including property and equipment are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. The determinants used for this evaluation include management’s estimate of an asset’s ability to generate positive income from operations and positive cash flow in future periods, as well as the strategic significance of the assets to the Company’s business objectives. The Company did not recognize any impairment losses for the years ended December 31, 2021, 2020 and 2019.

Comprehensive Income/Loss

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. There was no other comprehensive loss in the years ended December 31, 2021, 2020 or 2019. There was no income tax effect related to unrealized losses for the years ended December 31, 2021, 2020 or 2019.

Revenue Recognition

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), using the modified retrospective transition method. Topic 606 provides a unified model to determine how revenue is recognized and the Company applied the standard to collaborative research and technology agreements that were in progress as of the effective date, January 1, 2019. The Company determines revenue recognition for arrangements within the scope of Topic 606 by performing the following five steps: (i) identify the contract; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the company satisfies a performance obligation.

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. Arrangements that include upfront payments are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs obligations under these arrangements. The event-based milestone payments represent variable consideration, and the Company uses the most likely amount method to estimate this variable consideration because the Company will either receive the milestone payment or will not, which makes the potential milestone payment a binary event. The most likely amount method requires the Company to determine the likelihood of earning the milestone payment. Given the high degree of uncertainty around achievement of these milestones, the Company determines the milestone amounts to be fully constrained and does not recognize revenue until the uncertainty associated with these payments is resolved. The Company will recognize revenue from sales-based royalty payments when or as the sales occur. The Company will re-evaluate the transaction price in each reporting period as uncertain events are resolved and other changes in circumstances occur.

A performance obligation is a promise in a contract to transfer a distinct good or service to the collaborative partner and is the unit of account in Topic 606. A contract’s transaction price is allocated to each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the performance obligation is satisfied.

See “Note 3, Revenue” for specific details surrounding the Company’s arrangements.

Leases

See “Note 11, Commitments and Contingences” for specific details surrounding the Company’s leases.

Research and Development Costs, net

All research and development costs are expensed as incurred. Research and development costs consist primarily of salaries, employee benefits, costs associated with preclinical studies and clinical trials (including amounts paid to clinical research organizations and other professional services), in process research and development expenses and license agreement expenses, net of any grants and prelaunch inventory. Payments made

prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received.

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. Some of these contractors bill monthly based on actual services performed, while others bill periodically based upon achieving certain contractual milestones. For the latter, the Company accrues the expenses as goods or services are used or rendered. Clinical trial site costs related to patient enrollment are accrued as patients enter and progress through the trial.

Share-Based Compensation

The Company recognizes share-based compensation for equity awards granted to employees, consultants, officers and directors as an expense 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. Employees and officers’ stock options have a ten-year life and generally vest 25% on the first anniversary of the grant and in 1/36^th equal installments on each monthly anniversary thereafter, such that options are fully vested on the four-year anniversary of the date of grant. The exercisability and vesting periods of options granted to consultants and directors vary.

The fair value of stock options is estimated using a Black-Scholes valuation model on the date of grant. This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, expected term of the option before exercise, expected volatility of the Company’s common stock, expected dividend yield, and a risk-free interest rate. 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. The expected volatility of stock options is based upon the historical volatility of a peer group of publicly traded companies. The Company has not declared or paid any dividends and does not currently expect to do so in the foreseeable future. The risk-free interest rates used are based on the implied yield currently available in United States Treasury securities at maturity with a term equivalent to the expected term of the stock options. The effect of forfeited awards is recorded when the forfeiture occurs.

Pre-Launch Inventory

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.

Statement of Cash Flows

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the total of such amounts shown in the consolidated statement of cash flows:

	As of December 31,
(in thousands)	2021		2020		2019
Cash and cash equivalents	$	370,492	$	462,895	$	71,353
Non-current restricted cash		2,077		107		107
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	372,569	$	463,002	$	71,460

Income Tax Expense

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at the applicable tax rates, along with net operating loss and tax credit carryovers. The Company records a valuation allowance against its deferred tax assets

to reduce the net carrying value to an amount that it believes is more likely than not to be realized. Management has considered estimated taxable income and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. 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. 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.

The Company is required to file federal and state income tax returns in the United States and various other state jurisdictions. The Company also files income tax returns in the foreign countries in which it operates. The preparation of these income tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company.

Additionally, the Company follows an accounting standard addressing the accounting for uncertainty in income taxes that prescribes rules for recognition, measurement, and classification in the consolidated financial statements of tax positions taken or expected to be taken in a tax return.

In December 2019, the FASB issued an ASU 2019-12 that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This ASU is effective for annual periods and interim periods for those annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2021. The adoption of this standard did not have an impact on the Company’s Consolidated Financial Statements.

Net Loss per Share

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. 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, 2021, 2020 and 2019 are comprised of stock options.

No dividends were declared or paid during the reporting periods.

Revenue

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue

NOTE 3. Revenue

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. 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 or technology transfer milestones are achieved, royalties on approved product sales and reimbursement for research and development activities. The Company’s costs of performing these services are included within research and development expenses. The Company’s milestone payments are typically defined by achievement of certain preclinical, clinical, and commercial success criteria. Preclinical milestones may include in vivo proof of concept in disease animal models, lead candidate identification, and completion of IND-enabling toxicology studies. Clinical milestones may, for example, include successful enrollment of the first patient in or completion of Phase 1, 2 and 3 clinical trials, and commercial milestones are often tiered based on net or aggregate sale amounts. 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 year ended December 31, 2021 in the balances of contract assets, including receivables from collaborative partners, consulting and related technology transfer partners, and contract liabilities, including deferred revenue.

(in thousands)	Contract Assets
BALANCE - December 31, 2020	$	2,125
Additions for revenue recognized from billings		35,152
Deductions for cash collections		(33,910	)
BALANCE - December 31, 2021	$	3,367

(in thousands)	Contract Liabilities
BALANCE - December 31, 2020	$	30,620
Additions for advanced billings		45,152
Deductions for promised services provided in current period		(12,359	)
BALANCE – December 31, 2021	$	63,413

The following table summarizes the Company’s revenue for the periods indicated (in thousands). Approximately $5.0 million, $1.0 million and $7.0 million of total revenue represents revenue derived from foreign countries for the years ended December 31, 2021, 2020 and 2019, respectively.

	For the Year Ended December 31,
(in thousands)	2021		2020		2019
Vinbiocare	$	4,364	$	—	$	—
Janssen		3,129		2,964		2,912
Ultragenyx		3,700		3,983		5,862
CureVac		1,019		1,006		6,611
SGI		—		256		3,518
Other		147		1,330		1,886
Total revenue	$	12,359	$	9,539	$	20,789

The following paragraphs provide information regarding the nature and purpose of the Company’s most significant revenue arrangements.

Vinbiocare

From June 11, 2021 through August 2, 2021, the Company entered into a series of agreements with Vinbiocare, a member of Vingroup Joint Stock Company (collectively the “Vinbiocare Agreement”), whereby the Company will provide technical expertise and support services to Vinbiocare to assist in the build out of a mRNA drug product manufacturing facility in Vietnam. Such expertise shall include a specified level of access to the Company’s personnel and drug substance necessary to validate the successful set up of the facility. Under the terms of the arrangements, the Company will also provide a specified number of doses of ARCT-154 for use by Vinbiocare in a phase 3 clinical study within Vietnam. The Company received an upfront payment in aggregate of $40.0 million and subsequent to achieving emergency use authorization, the Company will receive low single digit payments per dose for drug substance and related royalties.

In evaluating the Vinbiocare Agreement in accordance with Accounting Standards Codification (“ASC”) Topic 606, the Company concluded that Vinbiocare is a customer. The Company identified all promised goods/services within the Vinbiocare Agreement, and when combining certain promised goods/services, the Company concluded that there are four distinct performance obligations. The four performance obligations include (i) consulting to support the build out of the manufacturing facility and technical transfer, (ii) shipment of 80 grams of drug substance to validate the manufacturing facility, (iii) the sale of 2,500 vials of drug product to support the phase 3 clinical trial and (iv) consulting to support the phase 3 clinical trial and related regulatory filings. For each performance obligation, the Company estimated the standalone selling price based on cost plus margin for drug substance and drug product as well as estimated headcount and full-time equivalent (“FTE”) rates for consulting services to support the phase 3 clinical trial, the build out of the manufacturing facility and the technology transfer.

As of December 31, 2021, the transaction price consists of upfront consideration received and budgeted reimbursable out-of-pocket costs to support the build out of the manufacturing facility and technology transfer. The Company allocated the transaction price to the performance obligations in proportion to their standalone selling price, the relative standalone selling price basis. The drug substance and drug product performance obligations are recognized at the point in time the goods are transferred. The consulting performance obligations are recognized over a period of time based on the percentage of services rendered, 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 drug product is manufactured as they are constrained. The revenue recognized in 2021 relates to consulting to support the build out of the manufacturing facility and technical transfer, the sale of 2,500 vials of drug product to support the phase 3 clinical trial and consulting to support the phase 3 clinical trial.

Total deferred revenue as of December 31, 2021 for the Vinbiocare agreement was $37.2 million.

For Janssen Pharmaceuticals, Inc. (“Janssen”), Ultragenyx Pharmaceutical Inc. (“Ultragenyx”) and CureVac AG (“CureVac”), the Company evaluated the respective agreement in accordance with Accounting Standards Codification (“ASC”) Topic 606. The Company concluded that the contract counterparty is a customer. The Company identified all promised goods/services within each agreement, and concluded that the promised goods/services are incapable of being distinct and consequently do not have any value on a standalone basis. Accordingly, the promised goods/services within each agreement were determined to represent a single performance obligation. Lastly, the Company concluded that any options to select additional collaboration targets and to license rights to selected targets were not priced at a discount and therefore do not represent performance obligations for which the transaction price would be allocated.

Janssen

In October 2017, the Company entered into a research collaboration and license agreement with Janssen (the “2017 Agreement”) to collaborate on developing candidates for treating HBV with RNA therapeutics. The 2017 Agreement allocated discovery, development, funding obligations, and ownership of related intellectual property among the Company and Janssen. The Company received an upfront payment of $7.7 million and may receive preclinical, development and sales milestone payments of up to $56.5 million, as well as royalty payments on any future licensed product sales. In October 2021, the LUNAR-HBV program reached an incremental milestone based on demonstration of in vivo efficacy and safety for which Janssen paid the Company $1.0 million. Janssen began reimbursing the Company for research costs during the first quarter of 2019 upon the completion of the first of three research periods. Janssen will pay royalties of a low to mid-single digit percentage of net sales of licensed products, subject to reduction on a country-by-country and licensed-product-by-licensed-product basis and subject to certain events, such as expiration of program patents.

As of December 31, 2021, the remaining transaction price consisting of upfront consideration received and budgeted reimbursable out-of-pocket costs, is expected to be recognized using an input method over the remaining research period of 12 months. None of the development and commercialization milestones were included in the transaction price as they are outside the control of the Company and contingent upon success in future clinical trials and the collaborator’s efforts. The development milestone achieved in October 2021 was included in the transaction price during the fourth quarter of 2021. Any consideration related to sales-based royalties will be recognized when the related sales occur, provided that the reported sales are reliably measurable, and the Company has no remaining promised goods/services, as such sales were determined to relate predominantly to the license granted to Janssen and therefore have also been excluded from the transaction price.

Total deferred revenue as of December 31, 2021 and 2020 for Janssen was $6.3 million and $5.9 million, respectively.

Ultragenyx

In October 2015 the Company entered into a research collaboration and license agreement with Ultragenyx (the “Ultragenyx Agreement”), whereby Arcturus granted to Ultragenyx a co-exclusive license to certain Arcturus technology, which is in effect only during the reserve target exclusivity term as discussed in the following paragraphs. This collaboration agreement was amended in 2017, 2018 and during the second quarter of 2019. During the initial phase of the collaboration, the Company will design and optimize therapeutics for certain rare disease targets. Ultragenyx has the option under the Ultragenyx Agreement to add additional rare disease targets during the collaborative development period. Additionally, during the collaborative development period, the Company will participate with Ultragenyx in a joint steering committee.

As part of the Ultragenyx Agreement and related amendments, Ultragenyx has paid $27.9 million in upfront fees, exclusivity extension fees and additional consideration. Ultragenyx also reimburses the Company for all internal and external development costs incurred. Pursuant to the Ultragenyx Agreement, Ultragenyx is required to make additional payments upon exercise of the Ultragenyx expansion option or exclusivity extension (if any) and if Ultragenyx achieves certain, clinical, regulatory and sales milestones, then the Company is eligible to receive royalty payments. For each development target for which Ultragenyx exercises its option, Ultragenyx will pay the Company a one-time option exercise fee that increases based upon the number of development targets selected by Ultragenyx and ranges from $0.5 million to $1.5 million. During the fourth quarter of 2020, Ultragenyx exercised its option to move forward with Preclinical Candidate Designation for its development target, Glycogen Storage Disease III, and paid an option fee to the Company of $0.5 million.

The current potential development, regulatory and commercial milestone payments for the existing development targets as of December 31, 2021 are $138.0 million. Ultragenyx will pay royalties as a single-digit percentage of net sales on a product-by-product and country-by-country basis during the applicable royalty term. As of December 31, 2021, Ultragenyx is working to identify and enroll patients in a Phase 1/2 study.

On June 18, 2019, Arcturus and Ultragenyx amended the collaboration agreement for a third time (“Amendment 3”). As part of Amendment 3, the total number of targets was increased from 10 to 12, and reserve targets will be exclusively reserved for Ultragenyx with no fees for four years after execution of the amendment. An equity component was also added as part of Amendment 3 wherein Ultragenyx purchased 2.4 million shares of common stock at a premium price. Along with the equity purchase, Ultragenyx received an option to purchase 0.6 million additional shares of common stock at $16.00 per share. In May 2020, the option was exercised.

The consideration received from Ultragenyx as a result of Amendment 3 was equal to $30.0 million and was comprised of a $24.0 million common stock purchase and a $6.0 million upfront payment. Specifically for

Amendment 3, management determined the transaction price to be $14.4 million. Management determined the fair value of the premium received by using the opening stock price subsequent to execution of Amendment 3 and applying a lack of marketability discount, as the shares received by Ultragenyx were initially restricted for up to two years. These restrictions have since expired.

As of December 31, 2021, the transaction price included the upfront consideration received, option payments, exclusivity extension payments and additional consideration received pursuant to Amendment 3. The Company recognizes the reimbursement of labor and expenses as costs are incurred and none of the development and commercialization milestones were included in the transaction price, as all milestone amounts were fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including that the consideration is outside the control of the Company and contingent upon success in future clinical trials, approval from the FDA and the collaborator’s efforts. Any consideration related to sales-based royalties will be recognized when the related sales occur as they are constrained, provided that the reported sales are reliably measurable and the Company has no remaining promised goods/services, as such sales were determined to relate predominantly to the license granted to Ultragenyx and therefore have also been excluded from the transaction price.

Amendment 3 was deemed a contract modification and accounted for as part of the original Ultragenyx Agreement. The transaction price is recognized to revenue on a straight-line basis using an input method over the 4-year reserve target exclusivity period. The reserve target exclusivity period represents the timing over which promised goods/services will be provided. Total deferred revenue at December 31, 2021 and December 31, 2020 from Ultragenyx was $5.5 million and $9.2 million, respectively.

CureVac

In January 2018, the Company entered into a Development and Option Agreement (the “Development and Option Agreement”) with CureVac. Under the terms of the Development and Option Agreement, the parties agreed to conduct joint preclinical development programs once CureVac makes a payment to pull down a target on the basis of which CureVac is granted options for taking a license on pre-agreed license terms to develop and commercialize certain products incorporating the Company’s patents and know-how related to LUNAR delivery technology (the “Arcturus Delivery Technology”), and CureVac patents and know-how related to mRNA technology.

Prior to expiration of the initial term of eight years (which was subsequently amended, as discussed below), the Development and Option Agreement also includes an option to extend the term on an annual basis for up to three years, subject to payment by CureVac to Arcturus of a non-refundable annual extension fee. The Development and Option Agreement includes potential milestone payments from CureVac to the Company for selected targets. The current potential milestone payments for the remaining targets as of December 31, 2021 are $14.0 million for rare disease targets and $23.0 million for non-rare disease targets. CureVac will pay royalties as a percentage of net sales on a product-by-product and country-by-country basis during the applicable royalty term in the low single-digit range. As of December 31, 2021, CureVac has not yet reached the clinical phase of the contract. Pursuant to a May 2018 amendment to the Development and Option Agreement (and as amended and restated on September 28, 2018), the Company increased the number of targets available to CureVac under the Development and Option Agreement and agreed upon the license forms to be executed upon selection of the targets by CureVac.

On July 26, 2019, the Company entered into an amendment (“CureVac Amendment”) to its Development and Option Agreement with CureVac (as amended, the “Development and Option Agreement”), pursuant to which the Company and CureVac agreed to shorten the time period during which CureVac may select potential targets to be licensed from the Company from eight years to four years, and to reduce the overall number of maximum targets that may be reserved and licensed. In connection with the July 2019 CureVac Amendment, the Company and CureVac also entered into a Termination Agreement (the “Termination Agreement”) terminating the January 1, 2018 Co-Development Agreement between the Company and CureVac.

As of December 31, 2021, the transaction price included the upfront consideration received. The Company recognizes the reimbursement of labor and expenses as costs are incurred and none of the development and commercialization milestones were included in the transaction price, as all milestone amounts were fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon success in future clinical trials and the collaborator’s efforts. Any consideration related to sales-based royalties will be recognized when the related sales occur as they are constrained, provided that the reported sales are reliably measurable and the Company has no remaining promised goods/services, as such sales were determined to relate predominantly to the license granted to CureVac and therefore have also been excluded from the transaction price. As of December 31, 2021, no adjustments were made to the transaction price.

The upfront consideration of $5.0 million was recorded as deferred revenue in the Company’s balance sheet upon receipt and is currently being recognized as revenue on a straight-line basis using an input method over the remaining 19 month contractual term as of December 31, 2021. Total deferred revenue as of December 31, 2021 and December 31, 2020 for CureVac was $1.4 million and $2.3 million, respectively.

Other Agreements

Subsequent to December 31, 2021, the Company entered into an agreement with a pharmaceutical company, whereby the pharmaceutical company agreed to fund up to $25 million for a clinical trial for a LUNAR-COV19 vaccine candidate as a booster.

Israeli Ministry of Health

On August 17, 2020, the Company entered into an agreement with the Israeli Ministry of Health (“MOH”) to supply the Company’s COVID-19 vaccine candidate to Israel (the “Israel Supply Agreement”) subject to certain conditions, including applicable regulatory approvals. In October 2020, and in association with the Israel Supply Agreement, the Company received a non-refundable payment of $12.5 million from the MOH which is included in deferred revenue as of December 31, 2021. This payment of $12.5 million is associated with a specified clinical trial milestone and serves as an initial reserve payment for a specified number of doses of the LUNAR-COV19 vaccine candidate pursuant to the Israel Supply Agreement. As a result of the making of this payment, the MOH became bound to purchase an initial quantity of 500,000 reserved vaccine doses, as set forth in and subject to the terms and conditions of the Israel Supply Agreement.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 4. Fair Value Measurements

The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company established a fair value hierarchy based on the inputs used to measure fair value.

The three levels of the fair value hierarchy are as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3: 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.

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. 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.

As of December 31, 2021 and 2020, all assets measured at fair value on a recurring basis consisted of cash equivalents, 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Balance Sheet Details

12 Months Ended

Dec. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details

NOTE 5. Balance Sheet Details

Accrued liabilities consisted of the following:

	December 31,
(in thousands)	2021		2020
Accrued compensation	$	3,578	$	2,097
Cystic Fibrosis Foundation liability		2,777		6,585
Singapore Economic Development Board liability		—		1,761
Current portion of operating lease liability		1,537		1,630
Clinical accruals		8,675		4,067
Other accrued research and development expenses		6,956		3,249
Total	$	23,523	$	19,389

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment, Net

NOTE 6. Property and Equipment, Net

Property and equipment, net consisted of the following:

	December 31,
(in thousands)	2021			2020
Research equipment	$	6,735		$	5,539
Computers and software		488			284
Office equipment and furniture		574			574
Leasehold improvements		44			44
Construction in progress		2,058			—
Total	$	9,899		$	6,441
Less accumulated depreciation and amortization		(4,256	)		(3,063	)
Property and equipment, net	$	5,643		$	3,378

Depreciation and amortization expense was $1.2 million , $0.9 million and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

NOTE 7. Debt

Manufacturing Supply Agreement

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”). 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). The EDB has agreed to an extension of the reconciliation period to March 31, 2022 with unused funds as of such date to be subsequently returned within thirty days, subject to any further agreed upon extension of the reconciliation date. The parties are in continued negotiations with respect to amendments of the Singapore Loan terms. Under current terms, (i) the Company will provide a quarterly reconciliation report within forty-five days of each financial quarter end, (ii) the Company will provide a projection of expenditures through March 31, 2022 followed by an audited statement of actual expenditures through March 31, 2022 by June 30, 2022, (iii) the Company will provide EDB with a right of first refusal on GMP manufacturing slots of the LUNAR-COV19 vaccine candidate up to an agreed-upon maximum amount, (iv) and the obligation to repay the Singapore Loan will be secured by an interest in the raw materials and manufacturing equipment purchased by the Company with the funds from the Singapore Loan in form and substance satisfactory to the EDB in its sole discretion. 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. As of December 31, 2021, the Company has reported a portion of the Singapore Loan as current to reflect a potential principal repayment of approximately 20.9 million Singapore dollars (US $15.2 million) in fiscal year 2022 based on amounts not used toward the manufacture of ARCT-021.

The Singapore Loan accrues interest at a rate of 4.5% per annum calculated on a daily basis. Subject to certain exceptions, the Singapore Loan is intended to be a limited recourse loan that will be repaid solely through a royalty

payment of 10% of net sales proceeds of the LUNAR-COV19 vaccine candidate, up to the amount of the outstanding principal and interest under the Singapore Loan. However, all unpaid principal and interest under the Singapore Loan will be due and payable five years after draw date, if net sales of the LUNAR-COV19 vaccine exceed a certain minimum threshold during this five year period or the Company obtains clearance to sell the vaccine in specified jurisdictions. Unpaid principal and interest under the Singapore Loan will also become due and payable upon an event of default under the Support Agreement. The first vaccine sales, including the amount of net sales, shall be reported to EDB within 10 days of delivery and quarterly reports of aggregate vaccine sales, including net sales proceeds shall be provided within 30 days after quarter end.

The Singapore Loan is forgivable if the Company has not obtained regulatory approval by the final repayment date and net sales of the LUNAR-COV19 vaccine candidate are less than $100 million. If, any portion of the Singapore Loan is required to be forgiven pursuant to the terms of the Support Agreement, the EDB has the right to take ownership of certain raw materials and equipment that were purchased by the Company with proceeds of the Singapore Loan (the “Specified Assets”). The Company entered into a security agreement (the “Security Agreement”) for the benefit of the EDB to provide that repayment of the Singapore Loan and related obligations are secured by a lien on the Specified Assets.

In connection with the entry into the Support Agreement, the Company entered into a consent agreement with Western Alliance Bank (the “Bank”) and an amendment to the Loan and Security Agreement, dated as of October 12, 2018, between Western Alliance Bank and the Company (the “Loan Agreement”), to exclude the Specified Assets from Western Alliance Bank’s lien on certain assets of the Company.

The Singapore Loan was initially recorded as long-term debt at $46.6 million, the amount of cash proceeds at the time the Company received the funding. As of December 31, 2021, the debt balance was adjusted to reflect the current exchange rate resulting in a debt balance of $46.0 million and a net foreign currency transaction gain of $0.6 million for the year ended December 31, 2021. The Company also recorded interest expense of $1.9 million for the year ended December 31, 2021. Lastly, the Company was in compliance with all covenants under the Singapore Loan and related commitments.

Long-term debt with Western Alliance Bank

On October 12, 2018, Arcturus Therapeutics, Inc. entered into the Loan with the Bank, whereby it received $10.0 million.

The Loan is collateralized by all of the assets of Arcturus Therapeutics, Inc., excluding intellectual property, which is subject to a negative pledge. The Loan contains customary conditions of borrowing, events of default and covenants, including covenants that restrict Arcturus Therapeutics, Inc.’s ability to dispose of assets, merge with or acquire other entities, incur indebtedness and make distributions to holders of its capital stock. In addition, Arcturus Therapeutics, Inc. is required to maintain at least 100% of its consolidated, unrestricted cash, or $15.0 million, whichever is lower, with the Bank.

On October 30, 2019, Arcturus Therapeutics, Inc. and the Bank entered into a Third Amendment (the “Third Amendment”) to the Loan (as amended, the “Loan Agreement”).

Pursuant to the amendment, the Bank agreed to make a term loan to Arcturus Therapeutics, Inc. on October 30, 2019, in the amount of $15.0 million (the “Term Loan”). The resulting net increase in the indebtedness of Arcturus Therapeutics, Inc. was $5.0 million. The Term Loan bears interest at a floating rate ranging from 1.25% to 2.75% above the prime rate. The amendment further provides that the Term Loan has a maturity date of October 30, 2023. Arcturus Therapeutics, Inc. will make monthly payments of interest only until October 1, 2021. The Fourth Amendment was executed in connection with the Singapore Loan. In October of 2021, the Company and the Bank entered into a Fifth Amendment to Loan Agreement that provides for a six month extension to the interest only period which moves the first principal payment to May 1, 2022.

Arcturus Therapeutics, Inc. paid a loan origination fee of $54,000 which was recorded as a debt discount along with the remaining loan origination fee from the Loan and is being accreted over the term of the Term Loan. In addition, Arcturus Therapeutics, Inc. is required to pay a fee of $525,000 upon certain change of control events.

The Term Loan may be prepaid in full at any time, subject to a prepayment fee ranging from 0.50% to 2.00% of the prepaid principal amount depending upon the date of the prepayment.

Upon maturity or prepayment (as previously discussed), Arcturus Therapeutics, Inc. will be required to pay a 2% fee as a result of the FDA’s approval to proceed with the Company’s LUNAR-OTC program based on its IND submission. Such fee is accreted to the long-term debt balance using the effective interest method over the term of the Loan Agreement.

Should an event of default occur, including the occurrence of a material adverse effect, the Company could be liable for immediate repayment of all obligations under the Loan Agreement. As of December 31, 2021, the Company was in compliance with all covenants under the Loan Agreement.

Principal payments, including the final payment due at repayment, on the long-term debt are as follows:

Year Ending December 31,
2022	$	6,666,667
2023		8,633,333
Total	$	15,300,000

The Company recognized interest expense related to its long-term debt of $2.7 million, $0.9 million and $0.9 million during the years ended December 31, 2021, 2020 and 2019, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

Stockholders' Equity

NOTE 8. Stockholders’ Equity

Alexion Pharmaceuticals License Agreement

On February 17, 2021, the Company entered into an exclusive license agreement with Alexion Pharmaceuticals, Inc. (“Alexion”) pursuant to which Alexion granted to the Company an exclusive, worldwide license to exploit certain specified Alexion patent applications. In accordance with the terms of the license agreement, and in exchange for the license, the Company issued 74,713 shares of its common stock to Alexion on February 19, 2021 valued at approximately $5.0 million. The number of shares issued under the agreement was calculated by dividing (i) five million dollars ($5.0 million) by (ii) the volume-weighted average price per share of the Company’s common stock on the Nasdaq Global Market for the thirty (30) trading days immediately preceding the Effective Date (rounded to the nearest whole share). The Company recorded the transaction as an asset purchase as management concluded that all of the value received was related to a single identifiable asset. Further, the Company concluded that there was no alternative future use for the asset and recorded a charge at the closing of the transaction for the full $5.0 million value assigned to the shares issued in connection with the license agreement. This non-cash charge was recorded as acquired in-process research and development expense in the statements of operations and comprehensive loss.

Net Loss per Share

Dilutive securities that were not included in the calculation of diluted net loss per share for the years ended December 31, 2021, 2020 and 2019 as they were anti-dilutive totaled 1,261,112, 1,157,175 and 138,377, respectively.

For the year ended December 31, 2019, the calculation of the weighted-average number of shares outstanding excludes 622,667 unvested restricted common shares held by founders of the Company. During the year ended 2020, the remaining milestones under the founder share agreements were achieved and the related restricted common shares fully vested.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Share-Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-Based Compensation

NOTE 9. Share-Based Compensation

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. Approval of the Company’s stockholders will not be required as a condition to the effectiveness of the 2021 Plan for so long as the plan is in compliance with Nasdaq inducement plan rules. On October 20, 2021, the Company filed a Form S-8 with the United States Securities and Exchange Commission to register 1,000,000 awards. As of December 31, 2021, a total of 756,300 shares remain available for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan.

In June 2020, the stockholders of the Company approved an increase to the number of shares authorized for use in making awards under the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) by 2,400,000 shares to 5,000,000. Accordingly, as of December 31, 2021, a total of 78,840 shares remain available for future issuance under the 2019 Plan, subject to the terms of the 2019 Plan. stock

Employee Stock Purchase Plan

In June 2020, the stockholders of the Company approved the 2020 Employee Stock Purchase Plan (“2020 Plan”) which provides for 600,000 shares of Company common stock reserved for future issuance. The first accumulation period under the 2020 Plan commenced on August 17, 2020 and ended on the purchase date, August 13, 2021, at which point 12,601 shares of common stock were purchased. The next accumulation period commenced on August 16, 2021.

Under the 2020 Plan, eligible employees may purchase shares of the Company’s common stock at a discount annually, subject to a maximum of $25,000 per year. The discounted purchase price is equal to the lower of 85% of (i) the market value per share of the common stock on the first day of the accumulation period or (ii) the market value per share of common stock on the purchase date. Share-based compensation expense recognized under the 2020 Plan was $0.3 million and $0.1 million for 2021 and 2020, respectively.

Share Options

The following table presents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of stock options granted:

	For the Year Ended December 31,
	2021			2020			2019
Expected life (in years)		6.03			6.04			5.92
Expected volatility		73.7	%		72.4	%		73.9	%
Expected dividend yield		—	%		—	%		—	%
Risk-free interest rate		1.13	%		0.74	%		1.82	%
Grant date weighted average fair value	$	26.71		$	42.33		$	6.39

The following table summarizes the Company’s stock option activity for the year ended December 31, 2021:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2020		3,324,713		$	46.03
Granted		1,699,559		$	41.87
Exercised		(93,165	)	$	9.68
Forfeited/cancelled		(277,540	)	$	56.37
Outstanding – December 31, 2021		4,653,567		$	44.62		8.05	$	47,111
Exercisable – December 31, 2021		1,613,438		$	29.48		7.28	$	31,322
Exercisable and expected to vest – December 31, 2021		4,653,567		$	44.62		8.05	$	47,111

At December 31, 2021, the total unrecognized compensation cost of $97.5 million will be recognized over the weighted-average remaining service period of approximately 3.0 years. The fair value of the options vested during the years ended December 31, 2021, 2020 and 2019 was $28.4 million, $4.2 million and $1.9 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $3.6 million, $20.2 million and $0.1 million, respectively.

Share-based compensation expenses included in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2021, 2020 and 2019 were:

	For the Year Ended December 31,
(in thousands)	2021		2020		2019
Research and development	$	14,101	$	2,670	$	654
General and administrative		14,814		4,094		1,328
Total	$	28,915	$	6,764	$	1,982

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 10. Income Taxes

A reconciliation of loss before income taxes for domestic and foreign locations is as follows:

	For the Year Ended December 31,
(In thousands)	2021			2020			2019
United States	$	(203,674	)	$	(72,148	)	$	(25,922	)
Foreign		—			—			(69	)
Total loss before income taxes	$	(203,674	)	$	(72,148	)	$	(25,991	)

The Company accounts for income taxes in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than 50% likelihood of being sustained.

A reconciliation of unrecognized tax benefits is as follows (in millions):

	December 31,
	2021			2020		2019
Beginning balance of unrecognized tax benefits	$	1.5		$	0.4	$	0.4
Settlement of prior period tax positions		—			—		—
(Decrease) increase for prior period tax positions		(0.1	)		0.3		—
Increase for current period tax positions		1.0			0.8		—
Ending balance of unrecognized tax benefits	$	2.4		$	1.5	$	0.4

Amounts in the summary rollforward would not impact our effective tax rate 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, California and Israel. The Company’s tax years from 2014 to date are subject to examination by the Israeli, U.S., and state taxing authorities due to the carryforward of unutilized net operating losses and research and development credits. The Company’s policy is to recognize interest expense and penalties related to income tax matters as income tax expense. As of December 31, 2021, 2020 and 2019, there are unrecognized tax benefits of $2.4 million, $1.5 million and $0.4 million, respectively, for both the United States and California. There was no tax related interest or penalties recognized for the years ended December 31, 2021, 2020 and 2019.

The Company does not anticipate any material changes to its unrecognized tax benefits within the next twelve months.

The significant components of deferred income taxes are as follows:

	December 31,
(in thousands)	2021			2020
Deferred tax assets:
Net operating loss	$	69,761		$	33,896
Tax credits		11,020			6,278
Accrued liabilities		910			535
Deferred revenue		5,098			3,230
Inventory		5,850			—
Basis difference in equity investments		1,957			—
Depreciation and amortization		960			—
Lease liability		1,360			1,274
Share-based compensation		3,971			1,338
Total gross deferred tax assets		100,887			46,551
Deferred tax liabilities:
Depreciation and amortization		—			(69	)
Right-of-use asset		(1,265	)		(1,168	)
Valuation allowance		(99,622	)		(45,314	)
Net deferred tax asset	$	—		$	—

The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced.

At December 31, 2021, the Company had federal and state net operating losses (“NOL”) carryforwards of approximately $258.0 million and $226.8 million, respectively. The federal NOL carryforwards begin to expire in 2034, and the state NOL carryforwards begin to expire in 2034. The federal net operating loss carryover includes $242.2 million of net operating losses generated in 2018 and after. Federal net operating losses generated in 2018 and after carryover indefinitely and may generally be used to offset up to 80% of future taxable income.

At December 31, 2021, the Company has federal and state research and development credit carryforwards of approximately $6.5 million and $4.6 million, respectively. The federal credit carryforwards begin to expire in 2033, and the state credits carry forward indefinitely. Additionally, the Company has an Orphan Drug Credit of $3.1 million as of December 31, 2021 which will begin to expire in 2039 unless previously utilized.

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. The Company has not completed an IRC Section 382 analysis regarding the limitation of net operating loss carryforwards and other tax attributes. There is a risk that changes in ownership have occurred since Company's formation. If a change in ownership were to have occurred, the NOL carryforwards and other tax attributes could be limited or restricted. If limited, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, related to the Company’s operations in the U.S. will not impact the Company’s effective tax rate.

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

	For the Year Ended December 31,
	2021			2020			2019
Federal statutory income tax rate		21.0	%		21.0	%		21.0	%
State income taxes, net of federal benefit		6.2	%		6.8	%		4.6	%
Foreign rate differential		—	%		—	%		0.3	%
Share-based compensation		(0.4	%)		5.5	%		(0.1	%)
Officers compensation		(1.1	%)		—	%		—	%
Research and development credits		2.9	%		8.7	%		—	%
Uncertain tax position		(0.4	%)		(1.5	%)		—	%
Change in tax rate		(1.7	%)		(1.5	%)		(0.1	%)
Foreign net operating losses		—	%		28.5	%		—	%
Change in valuation allowance		(26.7	%)		(67.4	%)		(25.1	%)
Other		0.2	%		(0.1	%)		0.1	%
Permanent differences		—	%		—	%		(0.7	%)
Provision for income taxes		—	%		—	%		—	%

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 11. Commitments and Contingencies

COVID-19 Vaccine Development

On March 4, 2020, the Company was awarded a grant (“Grant 1”) from the Singapore EDB to support the co-development of a potential COVID-19 vaccine with the Duke-NUS Medical School. The Grant provides for up to S$14.0 million (approximately US$10.0 million using the exchange rate at the time the grant contract was entered into) in grants to support the development of the vaccine. The Grant has been paid in full by the EDB as a result of the achievement of certain milestones related to the progress of the development of the vaccine, as set forth in the award agreement. The funds received have been recognized as contra research and development expense. The parties are in continued negotiations with respect to amendments of Grant 1. Currently, the Company is liable for certain expenses during the program and is also subject to certain conditions including the requirement to pay an agreed upon royalty rate to Duke-NUS on future net sales of the LUNAR-COV19 vaccine candidate developed with Duke-NUS in markets or jurisdictions outside of Singapore. For the year ended December 31, 2021 and 2020, the Company recognized $1.3 million and $8.7 million, respectively, of contra expense for Grant 1. At December 31, 2021, no amount remained in accrued expenses. At December 31, 2020, $1.3 million remained in accrued expenses.

On October 2, 2020, the Company was awarded another grant (“Grant 2”) from the Singapore EDB to support the clinical development of a potential COVID-19 vaccine (ARCT-021). The grant provides for up to S$9.3 million (approximately US$6.7 million) to support the clinical development of the vaccine candidate for costs incurred in Singapore subject to certain conditions. The grant is paid in two installments upon the achievement of certain milestones related to the progress of the development of the vaccine candidate. The Company received the first installment of $3.6 million in the fourth quarter of 2020. The funds received are recognized as contra research and development expense as costs are incurred. As of the year ended December 31, 2021, the Company recognized the remaining amount of the first installment as contra research and development expense for Grant 2. The parties are in continued negotiations with respect to amendments of Grant 2.

Cystic Fibrosis Foundation Therapeutics Funding agreement

On August 1, 2019, the Company amended its Development Program Letter Agreement, dated May 16, 2017 and as amended July 13, 2018, with the Cystic Fibrosis Foundation (“CFF”). Pursuant to the amendment, (i) CFF increased the amount it will award to advance LUNAR-CF to $15.0 million from approximately $3.2 million, (ii) the Company will provide $5.0 million in matching funds for remaining budgeted costs, (iii) the related disbursement schedule from CFF to Arcturus will be modified such that (a) $4.0 million will be disbursed upon execution of the CFF Amendment, (b) $2.0 million will be disbursed within 30 days of the first day of each of January, April, July and October 2020 upon Arcturus invoicing CFF to meet project goals, and (c) the last payment of $3.0 million less the prior award previously paid out, equaling approximately $2.3 million, will be disbursed upon Arcturus Sub invoicing CFF to meet good manufacturing practices and opening an Investigational New Drug (“IND”) application. The funds received from CFF are recognized as contra research and development expense in proportion to the percentage covered by CFF of the overall budget. For the years ended December 31, 2021 and 2020, the Company recognized $3.8 million and $3.4 million of contra expense with $2.8 million and $6.6 million remaining in accrued expenses, respectively.

Leases

In October 2017, the Company entered into a non-cancellable operating lease agreement for office space adjacent to its previously occupied headquarters. The commencement of the lease began in March 2018 and extends for approximately 84 months from the commencement date with a remaining lease term through March 2025. Monthly rental payments are due under the lease and there are escalating rent payments during the term of the lease. The Company is also responsible for its proportional share of operating expenses of the building and common areas. In conjunction with the new lease, the Company received free rent for four months and received a tenant improvement allowance of $74,000. The lease may be extended for one five-year period at the then current market rate with annual escalations; however, the Company deemed the extension option not reasonably certain to be exercised and therefore excluded the option from the lease terms. The Company entered into an irrevocable standby letter of credit with the landlord for a security deposit of $96,000 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 February 2020, the Company entered into a non-cancellable operating lease agreement for office space near its current headquarters. The lease extends for 13 months from the commencement date and included a right to extend the lease for one twelve-month period. In February 2021, the Company opted to extend the lease through March 2025 to coincide with the Company’s headquarters.

In February 2021, the Company entered into a third non-cancellable operating lease agreement for office space near its current headquarters. The lease extends for 12 months from the commencement date with monthly base rent of approximately $11,000. During the year ended 2021, the Company opted to extend the lease for an additional 12 months.

In September 2021, the Company entered into a non-cancellable lease agreement for office, research and development, engineering and laboratory space near its current headquarters. The initial term of the lease will extend ten years and eight months from the date of possession, and the Company will have the right to extend the term of the lease for an additional five-year period. The lease has a monthly base rent ranging from $268,000 to $360,000 which escalates over the lease term. The Company is expecting that it will gain access to the space in the second quarter of 2022.

Operating lease right-of-use asset and liability on the consolidated balance sheets represent the present value of remaining lease payments over the remaining lease terms. The Company does not allocate lease payments to non-lease components; therefore, payments for common-area-maintenance and administrative services are not included in the operating lease right-of-use asset and liability. 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 December 31, 2021, the payments of the operating lease liability were as follows:

(in thousands)	Remaining Lease Payments
2022	$	1,987
2023		2,185
2024		2,251
Thereafter		522
Total remaining lease payments		6,945
Less: imputed interest		(906	)
Total operating lease liabilities	$	6,039
Weighted-average remaining lease term	3.25 years
Weighted-average discount rate		8.4	%

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. Operating lease costs were $1.9 million, $1.9 million and $1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

Note 12. Related Party Transactions

Ultragenyx

On June 17, 2019, Arcturus and Ultragenyx executed Amendment 3 to the Ultragenyx Agreement. Pursuant to the amended Ultragenyx Agreement, the Company granted Ultragenyx a two-year option to purchase up to 600,000 additional shares of common stock at a price of $16.00 per share, and in May 2020 Ultragenyx exercised the option. During 2021, Ultragenyx sold 1,800,000 shares of common stock resulting in an ownership of 4.6% of the outstanding common stock of Arcturus as of December 31, 2021. For the years ended December 31, 2021, 2020 and 2019, the Company has recognized revenue of $3.7 million, $4.0 million and $5.9 million, respectively, related to the Ultragenyx Agreement. As of December 31, 2021 and 2020, the Company holds accounts receivable balances of negligible amounts related to the Ultragenyx Agreement.

Equity-Method Investment

In June 2018, the Company completed the sale of its intangible asset related to the ADAIR technology. Pursuant to the asset purchase agreement for ADAIR, the Company received a 30% ownership interest in the common stock of Vallon Pharmaceuticals, Inc. (“Vallon”) in consideration for the sale of the ADAIR technology. The Company has no requirement to invest further in Vallon. Vallon completed an initial public offering and began trading on The Nasdaq Stock Market under the ticker “VLON” in February 2021. Immediately after this offering, Arcturus owned 843,750 shares of Vallon, or approximately 12%. Based on the Company’s ownership and the Vallon board of directors seat held by an executive of Arcturus, the Company has the ability to exercise significant influence over the operating and financial policies of Vallon; therefore, the Company accounts for this investment as an equity-method investment. The Company accounts for its share of the earnings or losses of the investee with a reporting lag of three months, as the financial statements of the investee are not completed on a basis that is sufficient for the Company to apply the equity method on a current basis. The offering was at a share price of $8.00, greater than the initial investment which resulted in the Company recording a gain in its equity-method investment. Using a three month lag, the gain has been offset by losses incurred by Vallon through September 30, 2021.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 13. Subsequent Events

None.

Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2021

Quarterly Financial Data [Abstract]

Selected Quarterly Financial Data (Unaudited)

Note 14. Selected Quarterly Financial Data (Unaudited)

A summary of our quarterly results is as follows:


(in thousands, except per share data)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year Ended December 31, 2021:
Revenue	$	2,127		$	2,001		$	2,437		$	5,794
Research and development expenses, net		50,050			45,679			45,398			32,633
General and administrative expenses		9,743			10,042			10,860			10,806
Loss from operations		(57,666	)		(53,720	)		(53,821	)		(37,645	)
Net loss		(56,346	)		(54,581	)		(54,084	)		(38,663	)
Net loss per share, basic and diluted	$	(2.15	)	$	(2.07	)	$	(2.05	)	$	(1.47	)
Weighted average shares outstanding, basic and diluted		26,243			26,323			26,338			26,359

Year Ended December 31, 2020:
Revenue	$	2,646		$	2,322		$	2,333		$	2,238
Research and development expenses, net		7,917			7,944			17,699			24,286
General and administrative expenses		4,191			4,420			5,572			9,034
Loss from operations		(9,462	)		(10,042	)		(20,938	)		(31,082	)
Net loss		(9,777	)		(10,263	)		(21,004	)		(31,104	)
Net loss per share, basic and diluted	$	(0.67	)	$	(0.55	)	$	(0.92	)	$	(1.25	)
Weighted average shares outstanding, basic and diluted		14,521			18,794			22,938			24,886

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Segment Information

Cash and Cash Equivalents

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at the date of purchase.

Restricted Cash

Restricted cash

Fair Value Measurements

Accounts Receivable

receivable is deemed to be uncollectible, such balance is charged against the reserve. No reserves have been recorded as of December 31, 2021 or 2020.

Concentration of Credit Risk and Significant Customers

Joint Ventures, Equity Method Investments and Variable Interest Entities

Property and Equipment, net

Comprehensive Income/Loss

Revenue Recognition

See “Note 3, Revenue” for specific details surrounding the Company’s arrangements.

Leases

See “Note 11, Commitments and Contingences” for specific details surrounding the Company’s leases.

Research and Development Costs, net

prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received.

Share-Based Compensation

Pre-Launch Inventory

Statement of Cash Flows

	As of December 31,
(in thousands)	2021		2020		2019
Cash and cash equivalents	$	370,492	$	462,895	$	71,353
Non-current restricted cash		2,077		107		107
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	372,569	$	463,002	$	71,460

Income Tax Expense

Net Loss per Share

No dividends were declared or paid during the reporting periods.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents and Restricted Cash

	As of December 31,
(in thousands)	2021		2020		2019
Cash and cash equivalents	$	370,492	$	462,895	$	71,353
Non-current restricted cash		2,077		107		107
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	372,569	$	463,002	$	71,460

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Summary of Changes in Balances of Contract Assets and Contract Liability

(in thousands)	Contract Assets
BALANCE - December 31, 2020	$	2,125
Additions for revenue recognized from billings		35,152
Deductions for cash collections		(33,910	)
BALANCE - December 31, 2021	$	3,367

(in thousands)	Contract Liabilities
BALANCE - December 31, 2020	$	30,620
Additions for advanced billings		45,152
Deductions for promised services provided in current period		(12,359	)
BALANCE – December 31, 2021	$	63,413

Schedule of Revenue

	For the Year Ended December 31,
(in thousands)	2021		2020		2019
Vinbiocare	$	4,364	$	—	$	—
Janssen		3,129		2,964		2,912
Ultragenyx		3,700		3,983		5,862
CureVac		1,019		1,006		6,611
SGI		—		256		3,518
Other		147		1,330		1,886
Total revenue	$	12,359	$	9,539	$	20,789

Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following:

	December 31,
(in thousands)	2021		2020
Accrued compensation	$	3,578	$	2,097
Cystic Fibrosis Foundation liability		2,777		6,585
Singapore Economic Development Board liability		—		1,761
Current portion of operating lease liability		1,537		1,630
Clinical accruals		8,675		4,067
Other accrued research and development expenses		6,956		3,249
Total	$	23,523	$	19,389

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Summary of Components of Property and Equipment

Property and equipment, net consisted of the following:

	December 31,
(in thousands)	2021			2020
Research equipment	$	6,735		$	5,539
Computers and software		488			284
Office equipment and furniture		574			574
Leasehold improvements		44			44
Construction in progress		2,058			—
Total	$	9,899		$	6,441
Less accumulated depreciation and amortization		(4,256	)		(3,063	)
Property and equipment, net	$	5,643		$	3,378

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Maturities of Long-term Debt

Principal payments, including the final payment due at repayment, on the long-term debt are as follows:

Year Ending December 31,
2022	$	6,666,667
2023		8,633,333
Total	$	15,300,000

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Weighted Average Assumptions Used in Black -Scholes Valuation Model

The following table presents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of stock options granted:

	For the Year Ended December 31,
	2021			2020			2019
Expected life (in years)		6.03			6.04			5.92
Expected volatility		73.7	%		72.4	%		73.9	%
Expected dividend yield		—	%		—	%		—	%
Risk-free interest rate		1.13	%		0.74	%		1.82	%
Grant date weighted average fair value	$	26.71		$	42.33		$	6.39

Summary of Share Option Activity

The following table summarizes the Company’s stock option activity for the year ended December 31, 2021:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2020		3,324,713		$	46.03
Granted		1,699,559		$	41.87
Exercised		(93,165	)	$	9.68
Forfeited/cancelled		(277,540	)	$	56.37
Outstanding – December 31, 2021		4,653,567		$	44.62		8.05	$	47,111
Exercisable – December 31, 2021		1,613,438		$	29.48		7.28	$	31,322
Exercisable and expected to vest – December 31, 2021		4,653,567		$	44.62		8.05	$	47,111

Schedule of Share-based Compensation Expenses

Share-based compensation expenses included in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2021, 2020 and 2019 were:

	For the Year Ended December 31,
(in thousands)	2021		2020		2019
Research and development	$	14,101	$	2,670	$	654
General and administrative		14,814		4,094		1,328
Total	$	28,915	$	6,764	$	1,982

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Summary of Reconciliation of Loss Before Income Taxes for Domestic and Foreign Locations

A reconciliation of loss before income taxes for domestic and foreign locations is as follows:

	For the Year Ended December 31,
(In thousands)	2021			2020			2019
United States	$	(203,674	)	$	(72,148	)	$	(25,922	)
Foreign		—			—			(69	)
Total loss before income taxes	$	(203,674	)	$	(72,148	)	$	(25,991	)

Summary of Reconciliation of Unrecognized Tax Benefits

A reconciliation of unrecognized tax benefits is as follows (in millions):

	December 31,
	2021			2020		2019
Beginning balance of unrecognized tax benefits	$	1.5		$	0.4	$	0.4
Settlement of prior period tax positions		—			—		—
(Decrease) increase for prior period tax positions		(0.1	)		0.3		—
Increase for current period tax positions		1.0			0.8		—
Ending balance of unrecognized tax benefits	$	2.4		$	1.5	$	0.4

Significant Components of Deferred Income Taxes

The significant components of deferred income taxes are as follows:

	December 31,
(in thousands)	2021			2020
Deferred tax assets:
Net operating loss	$	69,761		$	33,896
Tax credits		11,020			6,278
Accrued liabilities		910			535
Deferred revenue		5,098			3,230
Inventory		5,850			—
Basis difference in equity investments		1,957			—
Depreciation and amortization		960			—
Lease liability		1,360			1,274
Share-based compensation		3,971			1,338
Total gross deferred tax assets		100,887			46,551
Deferred tax liabilities:
Depreciation and amortization		—			(69	)
Right-of-use asset		(1,265	)		(1,168	)
Valuation allowance		(99,622	)		(45,314	)
Net deferred tax asset	$	—		$	—

Reconciliation of Federal Statutory Income Tax Rate to Company's Effective Income Tax Rate

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

	For the Year Ended December 31,
	2021			2020			2019
Federal statutory income tax rate		21.0	%		21.0	%		21.0	%
State income taxes, net of federal benefit		6.2	%		6.8	%		4.6	%
Foreign rate differential		—	%		—	%		0.3	%
Share-based compensation		(0.4	%)		5.5	%		(0.1	%)
Officers compensation		(1.1	%)		—	%		—	%
Research and development credits		2.9	%		8.7	%		—	%
Uncertain tax position		(0.4	%)		(1.5	%)		—	%
Change in tax rate		(1.7	%)		(1.5	%)		(0.1	%)
Foreign net operating losses		—	%		28.5	%		—	%
Change in valuation allowance		(26.7	%)		(67.4	%)		(25.1	%)
Other		0.2	%		(0.1	%)		0.1	%
Permanent differences		—	%		—	%		(0.7	%)
Provision for income taxes		—	%		—	%		—	%

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Payments of Operating Lease Liability

As of December 31, 2021, the payments of the operating lease liability were as follows:

(in thousands)	Remaining Lease Payments
2022	$	1,987
2023		2,185
2024		2,251
Thereafter		522
Total remaining lease payments		6,945
Less: imputed interest		(906	)
Total operating lease liabilities	$	6,039
Weighted-average remaining lease term	3.25 years
Weighted-average discount rate		8.4	%

Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2021

Quarterly Financial Data [Abstract]

Summary of Quarterly Results

A summary of our quarterly results is as follows:


(in thousands, except per share data)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year Ended December 31, 2021:
Revenue	$	2,127		$	2,001		$	2,437		$	5,794
Research and development expenses, net		50,050			45,679			45,398			32,633
General and administrative expenses		9,743			10,042			10,860			10,806
Loss from operations		(57,666	)		(53,720	)		(53,821	)		(37,645	)
Net loss		(56,346	)		(54,581	)		(54,084	)		(38,663	)
Net loss per share, basic and diluted	$	(2.15	)	$	(2.07	)	$	(2.05	)	$	(1.47	)
Weighted average shares outstanding, basic and diluted		26,243			26,323			26,338			26,359

Year Ended December 31, 2020:
Revenue	$	2,646		$	2,322		$	2,333		$	2,238
Research and development expenses, net		7,917			7,944			17,699			24,286
General and administrative expenses		4,191			4,420			5,572			9,034
Loss from operations		(9,462	)		(10,042	)		(20,938	)		(31,082	)
Net loss		(9,777	)		(10,263	)		(21,004	)		(31,104	)
Net loss per share, basic and diluted	$	(0.67	)	$	(0.55	)	$	(0.92	)	$	(1.25	)
Weighted average shares outstanding, basic and diluted		14,521			18,794			22,938			24,886

Organization (Details Textual) - USD ($)	12 Months Ended
Organization (Details Textual) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 07, 2020	Dec. 31, 2018
Organization And Significant Accounting Policies [Line Items]
Accumulated deficit	$ 347,490,000	$ 143,816,000
Proceeds from issuance of common stock, net of issuance costs		423,819,000	$ 21,278,000
Cash and cash equivalents, including restricted cash	372,569,000	463,002,000	$ 71,460,000		$ 36,816,000
Singapore Economic Development Board [Member]
Organization And Significant Accounting Policies [Line Items]
Upfront payment received	40,000,000.0
Term loan	$ 46,600,000			$ 62,100,000
Underwritten Public Offering [Member]
Organization And Significant Accounting Policies [Line Items]
Proceeds from issuance of common stock, net of issuance costs		$ 423,800,000

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Summary of Significant Accounting Policies (Details Textual)	12 Months Ended
	Dec. 31, 2021 USD ($) Segment Customer	Dec. 31, 2020 USD ($) Customer	Dec. 31, 2019 USD ($)
Summary Of Significant Accounting Policy [Line Items]
Number of operating segments for research and development \| Segment	1
Non-current restricted cash	$ 2,077,000	$ 107,000	$ 107,000
Allowance for Doubtful Accounts Receivable	0	0
Investment in joint venture	9,200,000
Upfront fee/consideration	9,200,000
Cash consideration paid for equity interest in joint venture	$ 0
Percentage of equity interest in joint venture	49.00%
Impairment losses	$ 0	0	0
Other comprehensive loss	0	0	0
Income tax effect related to unrealized losses on marketable securities	0	0	$ 0
Dividends declared or paid	$ 0	$ 0
Employees and Officers [Member]
Summary Of Significant Accounting Policy [Line Items]
Share options expiration period	10 years
Vesting period	4 years
Vesting description	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. Employees and officers’ stock options have a ten-year life and generally vest 25% on the first anniversary of the grant and in 1/36th equal installments on each monthly anniversary thereafter, such that options are fully vested on the four-year anniversary of the date of grant. The exercisability and vesting periods of options granted to consultants and directors vary.
First Year Anniversary of the Grant [Member] \| Employees and Officers [Member]
Summary Of Significant Accounting Policy [Line Items]
Vesting percentage	25.00%
ASU 2014-09 [Member]
Summary Of Significant Accounting Policy [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2019
ASC 740 [Member]
Summary Of Significant Accounting Policy [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2021
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true
Maximum [Member]
Summary Of Significant Accounting Policy [Line Items]
Equity method ownership percentage	50.00%
Property and equipment, useful lives	5 years
Minimum [Member]
Summary Of Significant Accounting Policy [Line Items]
Property and equipment, useful lives	3 years
Vallon Pharmaceuticals, Inc. [Member]
Summary Of Significant Accounting Policy [Line Items]
Percentage of owned shares	12.00%
Axcelead, Inc [Member]
Summary Of Significant Accounting Policy [Line Items]
Equity method ownership percentage	49.00%
Credit Risk [Member] \| Accounts Receivable [Member]
Summary Of Significant Accounting Policy [Line Items]
Number of customers \| Customer	2	1
Concentration risk, percentage	100.00%	100.00%
Customer Concentration Risk [Member] \| Revenue [Member]
Summary Of Significant Accounting Policy [Line Items]
Number of customers \| Customer	4	4
Customer Concentration Risk [Member] \| Revenue [Member] \| Top Four Customers [Member]
Summary Of Significant Accounting Policy [Line Items]
Concentration risk, percentage	99.00%	94.00%

Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash and cash equivalents	$ 370,492	$ 462,895	$ 71,353
Non-current restricted cash	2,077	107	107
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 372,569	$ 463,002	$ 71,460	$ 36,816

Revenue - Summary of Changes in Balances of Contract Assets and Contract Liability (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Revenue From Contract With Customer [Abstract]
Contract Assets, Balance	$ 2,125
Contract Assets, Additions for revenue recognized from billings	35,152
Contract Assets, Deductions for cash collections	(33,910)
Contract Assets, Balance	3,367
Contract Liabilities, Balance	30,620
Contract Liabilities, Additions for advanced billings	45,152
Deductions for promised services provided in current period	(12,359)
Contract Liabilities, Balance	$ 63,413

Revenue (Details Textual)			1 Months Ended		2 Months Ended	3 Months Ended								12 Months Ended
Revenue (Details Textual)	Jul. 26, 2019	Jun. 18, 2019 USD ($) Target $ / shares shares	Oct. 31, 2021 USD ($)	Oct. 31, 2017 USD ($)	Aug. 02, 2021 USD ($) Performance	Dec. 31, 2021 USD ($) VaccineDose shares	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) VaccineDose shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Feb. 28, 2022 USD ($)	Oct. 31, 2020 USD ($)	Jun. 16, 2019 Target
Revenue [Line Items]
Collaboration revenue						$ 5,794,000	$ 2,437,000	$ 2,001,000	$ 2,127,000	$ 2,238,000	$ 2,333,000	$ 2,322,000	$ 2,646,000	$ 12,359,000	$ 9,539,000	$ 20,789,000
Deferred revenue						$ 63,413,000				$ 30,620,000				$ 63,413,000	$ 30,620,000
Purchase of common stock, shares \| shares						26,372,000				26,192,000				26,372,000	26,192,000
Janssen [Member]
Revenue [Line Items]
Collaboration revenue														$ 3,129,000	$ 2,964,000	2,912,000
Ultragenyx [Member]
Revenue [Line Items]
Collaboration revenue														3,700,000	3,983,000	5,862,000
CureVac [Member]
Revenue [Line Items]
Collaboration revenue														$ 1,019,000	1,006,000	6,611,000
ASC 606 [Member] \| Maximum [Member] \| Collaboration Partner Cure Vac Entered Into Co Development Agreement [Member]
Revenue [Line Items]
Potential target license term	8 years
ASC 606 [Member] \| Minimum [Member] \| Collaboration Partner Cure Vac Entered Into Co Development Agreement [Member]
Revenue [Line Items]
Potential target license term	4 years
Israeli Ministry of Health ("MOH") [Member]
Revenue [Line Items]
Non-refundable payment received																		$ 12,500,000
Number of reserved vaccine doses \| VaccineDose						500,000								500,000
Research Collaboration And License Agreement [Member] \| ASC 606 [Member] \| Janssen [Member]
Revenue [Line Items]
Upfront payment received				$ 7,700,000
Revenue recognition potential milestone revenue recognized			$ 1,000,000.0
Research Collaboration And License Agreement [Member] \| ASC 606 [Member] \| Maximum [Member] \| Janssen [Member]
Revenue [Line Items]
Revenue recognition potential milestone revenue recognized				$ 56,500,000
Research Collaboration And License Agreement [Member] \| Foreign Countries [Member]
Revenue [Line Items]
Collaboration revenue														$ 5,000,000.0	1,000,000.0	$ 7,000,000.0
Vinbiocare Agreement [Member]
Revenue [Line Items]
Upfront payment received					$ 40,000,000.0
Vinbiocare Agreement [Member] \| ASC 606 [Member]
Revenue [Line Items]
Number of performance obligations \| Performance					4
Deferred revenue						$ 37,200,000								37,200,000
Research Collaboration And Exclusive License Agreement [Member] \| ASC 606 [Member] \| Janssen [Member]
Revenue [Line Items]
Deferred revenue						6,300,000				$ 5,900,000				6,300,000	5,900,000
Remaining performance obligation						0								0
Research Collaboration And Exclusive License Agreement [Member] \| ASC 606 [Member] \| Ultragenyx [Member]
Revenue [Line Items]
Upfront payment received		$ 6,000,000.0												27,900,000
Deferred revenue						5,500,000				9,200,000				5,500,000	9,200,000
Revenue recognition potential milestone revenue recognized														138,000,000.0
Remaining performance obligation						0								$ 0
Option exercise fee received										500,000
Royalty payment term description														Ultragenyx will pay royalties as a single-digit percentage of net sales on a product-by-product and country-by-country basis during the applicable royalty term.
Number of targets \| Target		12																	10
Purchase of common stock, shares \| shares		2,400,000
Purchase of additional shares of common stock \| shares		600,000
Purchase of additional shares of common stock price per share \| $ / shares		$ 16.00
Consideration received		$ 30,000,000.0
Consideration received for common stock purchase		24,000,000.0
Transaction price		$ 14,400,000
Revenue, practical expedient description														The Company recognizes the reimbursement of labor and expenses as costs are incurred and none of the development and commercialization milestones were included in the transaction price, as all milestone amounts were fully constrained.
Revenue recognition, reserve target exclusivity period														4 years
Research Collaboration And Exclusive License Agreement [Member] \| ASC 606 [Member] \| Maximum [Member] \| Ultragenyx [Member]
Revenue [Line Items]
Option exercise revenue range per target														$ 1,500,000
Lack of marketability discount restricted period		2 years
Research Collaboration And Exclusive License Agreement [Member] \| ASC 606 [Member] \| Minimum [Member] \| Ultragenyx [Member]
Revenue [Line Items]
Option exercise revenue range per target														500,000
mRNA Technology [Member] \| ASC 606 [Member] \| CureVac [Member]
Revenue [Line Items]
Deferred revenue						1,400,000				$ 2,300,000				1,400,000	$ 2,300,000
Remaining performance obligation						$ 0								$ 0
Royalty payment term description														CureVac will pay royalties as a percentage of net sales on a product-by-product and country-by-country basis during the applicable royalty term in the low single-digit range
Revenue, practical expedient description														The Company recognizes the reimbursement of labor and expenses as costs are incurred and none of the development and commercialization milestones were included in the transaction price, as all milestone amounts were fully constrained.
Development and option agreement date														2018-01
Expiration of initial term														8 years
Option to extend initial term on an annual basis														3 years
Adjustments to transaction price														$ 0
Upfront fee received														$ 5,000,000.0
Contractual term														19 months
mRNA Technology [Member] \| ASC 606 [Member] \| CureVac [Member] \| Rare Disease Targets [Member]
Revenue [Line Items]
Revenue recognition potential milestone revenue recognized														$ 14,000,000.0
mRNA Technology [Member] \| ASC 606 [Member] \| CureVac [Member] \| Non-Rare Disease Targets [Member]
Revenue [Line Items]
Revenue recognition potential milestone revenue recognized														$ 23,000,000.0
Other Collaboration Agreements [Member] \| Subsequent Event [Member] \| Pharmaceutical Company [Member]
Revenue [Line Items]
Amount agreed to fund																	$ 25,000,000

Revenue - Summary of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Total revenue	$ 5,794	$ 2,437	$ 2,001	$ 2,127	$ 2,238	$ 2,333	$ 2,322	$ 2,646	$ 12,359	$ 9,539	$ 20,789
Vinbiocare [Member]
Disaggregation Of Revenue [Line Items]
Total revenue									4,364
Janssen [Member]
Disaggregation Of Revenue [Line Items]
Total revenue									3,129	2,964	2,912
Ultragenyx [Member]
Disaggregation Of Revenue [Line Items]
Total revenue									3,700	3,983	5,862
CureVac [Member]
Disaggregation Of Revenue [Line Items]
Total revenue									1,019	1,006	6,611
SGI [Member]
Disaggregation Of Revenue [Line Items]
Total revenue										256	3,518
Other [Member]
Disaggregation Of Revenue [Line Items]
Total revenue									$ 147	$ 1,330	$ 1,886

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue (Details Textual 1)	Dec. 31, 2021
Research Collaboration And Exclusive License Agreement [Member] \| Janssen [Member] \| ASC 606 [Member] \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01
Revenue [Line Items]
Remaining research period	12 months

Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Liabilities Current [Abstract]
Accrued compensation	$ 3,578	$ 2,097
Cystic Fibrosis Foundation liability	2,777	6,585
Singapore Economic Development Board liability		1,761
Current portion of operating lease liability	$ 1,537	$ 1,630
Operating Lease Liability Current Statement Of Financial Position Extensible List	us-gaap:OtherLiabilitiesCurrent	us-gaap:OtherLiabilitiesCurrent
Clinical accruals	$ 8,675	$ 4,067
Other accrued research and development expenses	6,956	3,249
Total	$ 23,523	$ 19,389

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 9,899	$ 6,441
Less accumulated depreciation and amortization	(4,256)	(3,063)
Property and equipment, net	5,643	3,378
Research equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	6,735	5,539
Computer and software [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	488	284
Office equipment and furniture [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	574	574
Leasehold improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	44	$ 44
Construction in progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 2,058

Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Abstract]
Depreciation and amortization	$ 1,193	$ 882	$ 684

Debt (Details Textual) $ in Millions				1 Months Ended	12 Months Ended
Debt (Details Textual) $ in Millions	Nov. 07, 2020 USD ($)	Oct. 30, 2019 USD ($)	Oct. 12, 2018 USD ($)	Oct. 31, 2021	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2021 SGD ($)	Jan. 29, 2021 USD ($)	Jan. 29, 2021 SGD ($)
Debt Instrument [Line Items]
Long-term debt					$ 15,300,000
Foreign currency transaction gain					584,000
Interest expense related to long-term debt					2,700,000	$ 900,000	$ 900,000
Proceeds from long-term debt agreement					$ 46,599,000		$ 4,945,000
Loan and Security Agreement [Member] \| Western Alliance Bank [Member] \| Long-term Debt [Member]
Debt Instrument [Line Items]
Term loan		$ 15,000,000.0
Proceeds from long-term debt agreement			$ 10,000,000.0
Debt instrument, collateral					The Loan is collateralized by all of the assets of Arcturus Therapeutics, Inc., excluding intellectual property, which is subject to a negative pledge. The Loan contains customary conditions of borrowing, events of default and covenants, including covenants that restrict Arcturus Therapeutics, Inc.’s ability to dispose of assets, merge with or acquire other entities, incur indebtedness and make distributions to holders of its capital stock. In addition, Arcturus Therapeutics, Inc. is required to maintain at least 100% of its consolidated, unrestricted cash, or $15.0 million, whichever is lower, with the Bank
Debt instrument, collateral amount			15,000,000.0
Net increase in indebtedness		$ 5,000,000.0
Loan maturity date		Oct. 30, 2023
Loan interest-only payment extended maturity date		Oct. 01, 2021
Extension to interest only period				6 months
Loan first principal payment extended maturity date				May 01, 2022
Loan origination fee paid			54,000
Warrant fee payable			$ 525,000
Prepayment fee percentage					2.00%
Loan and Security Agreement [Member] \| Western Alliance Bank [Member] \| Long-term Debt [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Percentage required to be maintain in consolidated, unrestricted cash			100.00%
Interest of the prime rate plus		1.25%
Prepayment fee percentage		0.50%
Loan and Security Agreement [Member] \| Western Alliance Bank [Member] \| Long-term Debt [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Interest of the prime rate plus		2.75%
Prepayment fee percentage		2.00%
Singapore Economic Development Board [Member]
Debt Instrument [Line Items]
Term loan	$ 62,100,000				$ 46,600,000
Term loan draw down									$ 46,600,000	$ 62.1
Potential principal repayment of loan					15,200,000			$ 20.9
Loan accrues interest rate per annum, percentage	4.50%
Royalty payment percentage of proceeds from net sales	10.00%
Maximum LUNAR-COVID 19 sales required for Loans forgivable	$ 100,000,000
Long-term debt					46,000,000.0				$ 46,600,000
Foreign currency transaction gain					600,000
Interest expense related to long-term debt					$ 1,900,000

Debt - Summary of Final Payment Due at Repayment (Details)	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 6,666,667
2023	8,633,333
Total	$ 15,300,000

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Stockholders' Equity (Details Textual) - USD ($) $ in Thousands		12 Months Ended
	Feb. 19, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Acquired in-process research and development expense		$ 5,000
Antidilutive securities excluded from computation of earnings per share		1,261,112	1,157,175	138,377
Unvested Restricted Ordinary Shares [Member]
Class Of Stock [Line Items]
Antidilutive securities excluded from computation of earnings per share				622,667
Alexion [Member]
Class Of Stock [Line Items]
Issuance of common stock	74,713
Common stock issued, value	$ 5,000
Acquired in-process research and development expense		$ 5,000

Share-Based Compensation (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
Share-Based Compensation (Details Textual) - USD ($)	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 15, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses		$ 28,915,000	$ 6,764,000	$ 1,982,000
Compensation cost not yet recognized		$ 97,500,000
Weighted-average remaining service period		3 years
Fair value of options vested		$ 28,400,000	4,200,000	1,900,000
The total intrinsic value of options exercised		$ 3,600,000	20,200,000	$ 100,000
2021 Inducement Equity Incentive Plan [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available					1,000,000
2021 Inducement Equity Incentive Plan [Member] \| Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance		756,300,000
2019 Omnibus Equity Incentive Plan [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation number of shares authorized	5,000,000
2019 Omnibus Equity Incentive Plan [Member] \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation number of shares authorized	2,400,000
2019 Omnibus Equity Incentive Plan [Member] \| Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance		78,840
2020 Employee Stock Purchase Plan [Member] \| Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	600,000
Common stock purchased	12,601,000
Maximum discounted purchase price		85.00%
Share-based compensation expenses		$ 300,000	$ 100,000
Maximum discounted amount per year		$ 25,000

Share-Based Compensation (Details) - Stock Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (in years)	6 years 10 days	6 years 14 days	5 years 11 months 1 day
Expected volatility	73.70%	72.40%	73.90%
Risk-free interest rate	1.13%	0.74%	1.82%
Grant date weighted average fair value	$ 26.71	$ 42.33	$ 6.39

Share-Based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Shares, Outstanding	3,324,713
Number of Shares, Granted	1,699,559
Number of Shares, Exercised	(93,165)
Number of Shares, Forfeited/cancelled	(277,540)
Number of Shares, Outstanding	4,653,567	3,324,713
Number of Shares, Exercisable December 31, 2021	1,613,438
Number of Shares, Exercisable and expected to vest December 31, 2021	4,653,567
Weighted-Average Exercise Price, Outstanding	$ 46.03
Weighted-Average Exercise Price, Granted	41.87
Weighted-Average Exercise Price, Exercised	9.68
Weighted-Average Exercise Price, Forfeited/cancelled	56.37
Weighted-Average Exercise Price, Outstanding	44.62	$ 46.03
Weighted-Average Exercise Price, Exercisable - December 31, 2021	29.48
Weighted-Average Exercise Price, Exercisable and expected to vest -December 31, 2021	$ 44.62
Weighted-Average Remaining Contractual Term (Years), Outstanding - December 31, 2021	8 years 18 days
Weighted-Average Remaining Contractual Term (Years), Exercisable - December 31, 2021	7 years 3 months 10 days
Weighted-Average Remaining Contractual Term (Years), Exercisable and expected to vest - December 31, 2021	8 years 18 days
Aggregate Intrinsic Value, Exercised	$ 3,600	$ 20,200	$ 100
Aggregate Intrinsic Value, Outstanding - December 31, 2021	47,111
Aggregate Intrinsic Value, Exercisable - December 31, 2021	31,322
Aggregate Intrinsic Value, Exercisable and expected to vest - December 31, 2021	$ 47,111

Share-Based Compensation (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	$ 28,915	$ 6,764	$ 1,982
Research and Development [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	14,101	2,670	654
General and Administrative [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	$ 14,814	$ 4,094	$ 1,328

Income Taxes (Details 1) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details 1) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (203,674)	$ (72,148)	$ (25,922)
Foreign			(69)
Total loss before income taxes	$ (203,674)	$ (72,148)	$ (25,991)

Income Taxes (Details Textual) - USD ($)	12 Months Ended
Income Taxes (Details Textual) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Taxes [Line Items]
Maximum percentage of likelihood of uncertain tax position recognized to be sustained	50.00%
Unrecognized Tax Benefits	$ 2,400,000	$ 1,500,000	$ 400,000	$ 400,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	0	0	0
Unrecognized tax benefits impacting effective tax rate	$ 0	0	0
Federal net operating losses offset percent	80.00%
Net Operating Loss and Research and Development Credit Carryforwards Limitations On Cumulative Change In Ownership Minimum Percentage	50.00%
Net Operating Loss and Research and Development Credit Carryforwards Limitations on Cumulative Change In Ownership Period	3 years
Orphan Drug Credit [Member]
Income Taxes [Line Items]
Credit Carryforward Amount	$ 3,100,000
Credit Carryforward Expiration Year	2039
Federal [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 258,000,000.0			$ 242,200,000
Operating Loss Carryforwards Expiration Year	2034
Federal [Member] \| Research Tax Credit Carryforward [Member]
Income Taxes [Line Items]
Credit Carryforward Amount	$ 6,500,000
Credit Carryforward Expiration Year	2033
State [Member]
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 226,800,000
Operating Loss Carryforwards Expiration Year	2034
State [Member] \| Research Tax Credit Carryforward [Member]
Income Taxes [Line Items]
Credit Carryforward Amount	$ 4,600,000
Credit Carryforward Expiration Year	2033
United States [Member]
Income Taxes [Line Items]
Unrecognized Tax Benefits	$ 2,400,000	1,500,000	400,000
California [Member]
Income Taxes [Line Items]
Unrecognized Tax Benefits	$ 2,400,000	$ 1,500,000	$ 400,000

Income Taxes (Details 2) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details 2) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward
Beginning balance of unrecognized tax benefits	$ 1.5	$ 0.4	$ 0.4
Settlement of prior period tax positions	0.0	0.0	0.0
(Decrease) increase for prior period tax positions	(0.1)	0.3	0.0
Increase for current period tax positions	1.0	0.8	0.0
Ending balance of unrecognized tax benefits	$ 2.4	$ 1.5	$ 0.4

Income Taxes (Details 3) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss	$ 69,761	$ 33,896
Tax credits	11,020	6,278
Accrued liabilities	910	535
Deferred revenue	5,098	3,230
Inventory	5,850
Basis difference in equity investments	1,957
Depreciation and amortization	960
Lease liability	1,360	1,274
Share-based compensation	3,971	1,338
Total gross deferred tax assets	100,887	46,551
Deferred tax liabilities:
Depreciation and amortization		(69)
Right-of-use asset	(1,265)	(1,168)
Valuation allowance	$ (99,622)	$ (45,314)

Income Taxes (Details 4)	12 Months Ended
Income Taxes (Details 4)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal statutory income tax rate	21.00%	21.00%	21.00%
State income taxes, net of federal benefit	6.20%	6.80%	4.60%
Foreign rate differential			0.30%
Share-based compensation	(0.40%)	5.50%	(0.10%)
Officers compensation	(1.10%)
Research and development credits	2.90%	8.70%
Uncertain tax position	(0.40%)	(1.50%)
Change in tax rate	(1.70%)	(1.50%)	(0.10%)
Foreign net operating losses		28.50%
Change in valuation allowance	(26.70%)	(67.40%)	(25.10%)
Other	0.20%	(0.10%)	0.10%
Permanent differences			(0.70%)

Commitments and Contingencies (Details Textual) $ in Millions				1 Months Ended			3 Months Ended	12 Months Ended
	Oct. 02, 2020 USD ($) Installment	Aug. 01, 2019 USD ($)	Jul. 12, 2019 USD ($)	Sep. 30, 2021 USD ($)	Feb. 28, 2021 USD ($)	Oct. 31, 2017 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Oct. 02, 2020 SGD ($)	Mar. 04, 2020 USD ($)	Mar. 04, 2020 SGD ($)	Feb. 29, 2020
Commitment And Contingencies [Line Items]
Operating lease extended additional term														13 months
Monthly base rent					$ 11,000
Operating lease costs								$ 1,900,000	$ 1,900,000	$ 1,200,000
September 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Operating lease extended additional term				10 years 8 months
COVID-19 Vaccine Development [Member] \| Grant 1 [Member]
Commitment And Contingencies [Line Items]
Contra research and development expense recognized								1,300,000	8,700,000
Contra expense remaining amount included in accrued expenses								0	1,300,000
COVID-19 Vaccine Development [Member] \| Grant 2 [Member]
Commitment And Contingencies [Line Items]
Grant, number of installments \| Installment	2
Received first installment							$ 3,600,000
Underlying Agreement [Member] \| Cystic Fibrosis Foundation [Member]
Commitment And Contingencies [Line Items]
Contra expense remaining amount included in accrued expenses								2,800,000	6,600,000
Payments for matching funds for remaining budgeted costs		$ 5,000,000.0
Disbursed amount upon execution of amendment		4,000,000.0
Final payment of disbursement amount		3,000,000.0
Disbursement payment upon achievement of required manufacturing practices and IND application		2,300,000
Contra expense included in research and development expense								$ 3,800,000	$ 3,400,000
Underlying Agreement [Member] \| Cystic Fibrosis Foundation [Member] \| Disbursement Due January 2020 [Member]
Commitment And Contingencies [Line Items]
Disbursement amount payable upon achievement of project goal		2,000,000.0
Underlying Agreement [Member] \| Cystic Fibrosis Foundation [Member] \| Disbursement Due April 2020 [Member]
Commitment And Contingencies [Line Items]
Disbursement amount payable upon achievement of project goal		2,000,000.0
Underlying Agreement [Member] \| Cystic Fibrosis Foundation [Member] \| Disbursement Due July 2020 [Member]
Commitment And Contingencies [Line Items]
Disbursement amount payable upon achievement of project goal		2,000,000.0
Underlying Agreement [Member] \| Cystic Fibrosis Foundation [Member] \| Disbursement Due October 2020 [Member]
Commitment And Contingencies [Line Items]
Disbursement amount payable upon achievement of project goal		2,000,000.0
Underlying Agreement [Member] \| LUNAR-CF [Member] \| Cystic Fibrosis Foundation [Member]
Commitment And Contingencies [Line Items]
Payments for advance		$ 15,000,000.0	$ 3,200,000
October 2017 Lease Amendment [Member]
Commitment And Contingencies [Line Items]
Operating lease extended additional term						84 months
Lessee, operating lease, term of contract						4 months
Tenant improvement allowance						$ 74,000
Lessee, operating leases, option to extend								The lease may be extended for one five-year period at the then current market rate with annual escalations;
Security deposit						$ 96,000
Maximum [Member] \| September 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Monthly base rent				$ 360,000
Minimum [Member] \| September 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Monthly base rent				$ 268,000
Singapore Economic Development Board [Member] \| Maximum [Member] \| COVID-19 Vaccine Development [Member] \| Grant 1 [Member]
Commitment And Contingencies [Line Items]
Grants Receivable												$ 10,000,000.0	$ 14.0
Singapore Economic Development Board [Member] \| Maximum [Member] \| COVID-19 Vaccine Development [Member] \| Grant 2 [Member]
Commitment And Contingencies [Line Items]
Grants Receivable	$ 6,700,000										$ 9.3

Commitments and Contingencies - Payments of Operating Lease Liability (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 1,987
2023	2,185
2024	2,251
Thereafter	522
Total remaining lease payments	6,945
Less: imputed interest	(906)
Total operating lease liabilities	$ 6,039
Weighted-average remaining lease term	3 years 3 months
Weighted-average discount rate	8.40%

Related Party Transactions - Ultragenyx (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended								12 Months Ended
	Jun. 17, 2019	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Common stock, shares issued		26,372,000				26,192,000				26,372,000	26,192,000
Collaboration revenue		$ 5,794	$ 2,437	$ 2,001	$ 2,127	$ 2,238	$ 2,333	$ 2,322	$ 2,646	$ 12,359	$ 9,539	$ 20,789
Research Collaboration And Exclusive License Agreement [Member] \| Collaboration Partner - Ultragenyx [Member]
Related Party Transaction [Line Items]
Common stock shares restricted from selling period subsequent to issuance date	2 years
Purchase of additional shares of common stock	600,000
Purchase of additional shares of common stock price per share	$ 16.00
Common stock, shares issued		1,800,000								1,800,000
Ownership interest of common stock										4.60%
Collaboration revenue										$ 3,700	$ 4,000	$ 5,900

- Definition

+ References

+ Details

Related Party Transactions - Equity-Method Investment (Details Textual) - $ / shares	Dec. 31, 2021	Feb. 28, 2021	Jun. 30, 2018
Maximum [Member]
Related Party Transaction [Line Items]
Equity method ownership percentage	50.00%
Vallon Pharmaceuticals, Inc. [Member]
Related Party Transaction [Line Items]
Percentage of owned shares	12.00%
ADAIR Technology [Member] \| Vallon Pharmaceuticals, Inc. [Member]
Related Party Transaction [Line Items]
Equity method ownership percentage			30.00%
Number of shares owned		843,750
Percentage of owned shares		12.00%
ADAIR Technology [Member] \| Vallon Pharmaceuticals, Inc. [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Share price		$ 8.00

Selected Quarterly Financial Data (Unaudited) - Summary of Quarterly Results (Details ) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Quarterly Financial Data [Abstract]
Revenue	$ 5,794	$ 2,437	$ 2,001	$ 2,127	$ 2,238	$ 2,333	$ 2,322	$ 2,646	$ 12,359	$ 9,539	$ 20,789
Research and development expenses, net	32,633	45,398	45,679	50,050	24,286	17,699	7,944	7,917	173,760	57,846	33,640
General and administrative expenses	10,806	10,860	10,042	9,743	9,034	5,572	4,420	4,191	41,451	23,217	12,662
Loss from operations	(37,645)	(53,821)	(53,720)	(57,666)	(31,082)	(20,938)	(10,042)	(9,462)	(202,852)	(71,524)	(25,513)
Net loss	$ (38,663)	$ (54,084)	$ (54,581)	$ (56,346)	$ (31,104)	$ (21,004)	$ (10,263)	$ (9,777)	$ (203,674)	$ (72,148)	$ (25,991)
Net loss per share, basic and diluted	$ (1.47)	$ (2.05)	$ (2.07)	$ (2.15)	$ (1.25)	$ (0.92)	$ (0.55)	$ (0.67)	$ (7.74)	$ (3.55)	$ (2.15)
Weighted-average shares outstanding, basic and diluted	26,359	26,338	26,323	26,243	24,886	22,938	18,794	14,521	26,317	20,305	12,069

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599