0000950170-22-008524 | 10-Q | XBRL Viewer | Arcturus Therapeutics Holdings INC

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 04, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Trading Symbol	ARCT
Entity Registrant Name	ARCTURUS THERAPEUTICS HOLDINGS INC.
Entity Central Index Key	0001768224
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity File Number	001-38942
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0595345
Entity Address, Address Line One	10628 Science Center Drive
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	900-2660
Entity Common Stock, Shares Outstanding		26,418,965
Document Quarterly Report	true
Document Transition Report	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 319,678	$ 370,492
Accounts receivable	3,691	3,367
Prepaid expenses and other current assets	3,636	5,102
Total current assets	327,005	378,961
Property and equipment, net	7,530	5,643
Operating lease right-of-use asset, net	5,245	5,618
Equity-method investment	131	515
Non-current restricted cash	2,077	2,077
Total assets	341,988	392,814
Current liabilities:
Accounts payable	10,014	10,058
Accrued liabilities	19,970	23,523
Current portion of long-term debt	24,260	22,474
Deferred revenue	53,062	43,482
Total current liabilities	107,306	99,537
Deferred revenue, net of current portion	6,641	19,931
Long-term debt, net of current portion	39,235	40,633
Operating lease liability, net of current portion	4,057	4,502
Total liabilities	157,239	164,603
Stockholders’ equity
Common stock: $0.001 par value; 60,000 shares authorized;; 26,407 issued and outstanding at March 31,2022 and 26,372 issued and outstanding at December 31,2021	26	26
Additional paid-in capital	583,382	575,675
Accumulated deficit	(398,659)	(347,490)
Total stockholders’ equity	184,749	228,211
Total liabilities and stockholders’ equity	$ 341,988	$ 392,814

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	26,407,000	26,372,000
Common stock, shares outstanding	26,407,000	26,372,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement Of Income And Comprehensive Income [Abstract]
Revenue	$ 5,244	$ 2,127
Operating expenses:
Research and development, net	44,893	50,050
General and administrative	10,730	9,743
Total operating expenses	55,623	59,793
Loss from operations	(50,379)	(57,666)
(Loss) gain from equity-method investment	(384)	1,248
Gain from foreign currency	158	430
Finance expense, net	(564)	(358)
Net loss	$ (51,169)	$ (56,346)
Net loss per share, basic and diluted	$ (1.94)	$ (2.15)
Weighted-average shares outstanding, basic and diluted	26,376	26,243
Comprehensive loss:
Net loss	$ (51,169)	$ (56,346)
Comprehensive loss	$ (51,169)	$ (56,346)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2020	$ 396,553	$ 26	$ 540,343	$ (143,816)
Balance (in shares) at Dec. 31, 2020		26,192
Net loss	(56,346)			(56,346)
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
Share-based compensation expense	6,987		6,987
Issuance of common stock upon exercise of stock options	413		413
Issuance of common stock upon exercise of stock options (in shares)		52
Balance at Mar. 31, 2021	352,607	$ 26	552,743	(200,162)
Balance (in shares) at Mar. 31, 2021		26,319
Balance at Dec. 31, 2021	228,211	$ 26	575,675	(347,490)
Balance (in shares) at Dec. 31, 2021		26,372
Net loss	(51,169)			(51,169)
Share-based compensation expense	7,371		7,371
Issuance of common stock upon exercise of stock options	336		336
Issuance of common stock upon exercise of stock options (in shares)		35
Balance at Mar. 31, 2022	$ 184,749	$ 26	$ 583,382	$ (398,659)
Balance (in shares) at Mar. 31, 2022		26,407

- Definition

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

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
OPERATING ACTIVITIES:
Net loss	$ (51,169)	$ (56,346)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	224	307
Share-based compensation expense	7,371	6,987
Acquired in-process research and development expense		5,000
Loss (gain) from equity-method investment	384	(1,248)
Foreign currency transaction gain	(158)	(440)
Other non-cash expenses	919	696
Changes in operating assets and liabilities
Accounts receivable	(324)	118
Prepaid expense and other assets	1,466	1,619
Accounts payable	(44)	(5,415)
Accrued liabilities	(3,998)	7,143
Deferred revenue	(3,710)	(1,371)
Net cash used in operating activities	(49,039)	(42,950)
INVESTING ACTIVITIES:
Acquisition of property and equipment	(2,111)	(118)
Net cash used in investing activities	(2,111)	(118)
FINANCING ACTIVITIES:
Proceeds from debt		46,599
Proceeds from exercise of stock options	336	413
Net cash provided by financing activities	336	47,012
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(50,814)	3,944
Cash, cash equivalents and restricted cash at beginning of the period	372,569	463,002
Cash, cash equivalents and restricted cash at end of the period	321,755	466,946
Supplemental disclosure of cash flow information
Cash paid for interest	169	169
Non-cash investing activities
Right-of-use asset obtained in exchange for lease liabilities		1,828
Acquisition of in-process research and development through issuance of common stock		5,000
Purchase of property and equipment in accounts payable		$ 238

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Note 1. Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Arcturus Therapeutics Holdings Inc. (the “Company” or "Arcturus") 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.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Arcturus Therapeutics Holdings Inc. and its subsidiaries and are unaudited. All intercompany accounts and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented.

Interim financial results are not necessarily indicative of results anticipated for the full year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

These condensed consolidated financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions regarding the valuation of debt instruments, the equity-method investment, share-based compensation expense, accruals for liabilities, income taxes, revenue and deferred revenue, leases, 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 periods. Although these estimates are based on management’s knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from these estimates and assumptions.

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 10, 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 condensed 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 which sets forth initial funding of the JV Entity and rights of the JV Entity 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 Accounting Standard Codification (“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.

Liquidity

The Company has incurred significant operating losses since its inception. As of March 31, 2022 and December 31, 2021, the Company had an accumulated deficit of $398.7 million and $347.5 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 March 31, 2022, the Company has funded its operations principally with the proceeds from the sale of capital stock, revenues earned through collaboration agreements and proceeds from long-term debt. 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. At March 31, 2022, the Company’s balance of cash and cash equivalents, including restricted cash, was $321.8 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 condensed consolidated financial statements were available to be issued. There can be no assurance that the Company will be successful in securing 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.

Segment Information

In making decisions regarding resource allocation and assessing performance, the chief operating decision-maker identifies operating segments as components of an enterprise for which separate discrete financial information is available for evaluation. 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.

Revenue Recognition

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 2, Collaboration Revenue” for specific details surrounding the Company’s collaboration arrangements.

Leases

See “Note 9, Commitments and Contingencies” for specific details surrounding the Company’s leases.

Research and Development, 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.

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 condensed 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 condensed consolidated balance sheet to the total of the same such amounts shown in the condensed consolidated statement of cash flows:


(in thousands)	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	319,678	$	466,839
Non-current restricted cash		2,077		107
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	321,755	$	466,946

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.

No dividends were declared or paid during the reported periods.

Revenue

3 Months Ended

Mar. 31, 2022

Revenue From Contract With Customer [Abstract]

Revenue

Note 2. 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 three months ended March 31, 2022 in the balances of contract assets, including receivables from collaborative partners, consulting and related technology transfer partners, and contract liabilities, including deferred revenue, as compared to what was disclosed in the Company’s Annual Report.


(in thousands)	Contract Assets
BALANCE - December 31, 2021	$	3,367
Additions for revenue recognized from billings		1,534
Deductions for cash collections		(1,210	)
BALANCE – March 31, 2022	$	3,691

(in thousands)	Contract Liabilities
BALANCE - December 31, 2021	$	63,413
Additions for advanced billings		1,534
Deductions for promised services provided in current period		(5,244	)
BALANCE – March 31, 2022	$	59,703

The following table summarizes the Company’s revenues for the periods indicated (in thousands).


	For the Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Vinbiocare	$	2,858	$	—
Janssen		1,131		824
Ultragenyx		926		925
CureVac		224		225
Other		105		153
Total revenue	$	5,244	$	2,127

The following paragraphs provide information regarding the nature and purpose of the Company’s most significant collaboration 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 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 March 31, 2022, 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 2022 relates to consulting to support the build out of the manufacturing facility and technical transfer and consulting to support the phase 3 clinical trial.

Total deferred revenue as of March 31, 2022 and December 31, 2021 for the Vinbiocare agreement was $34.8 million and $37.2 million, respectively.

Janssen Pharmaceuticals, Inc., Ultragenyx Pharmaceutical Inc., CureVac AG

For each of Janssen Pharmaceuticals, Inc. (“Janssen”), Ultragenyx Pharmaceutical Inc. (“Ultragenyx”) and CureVac AG (“CureVac”), the Company evaluated the respective agreement in accordance with 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.

As of March 31, 2022, 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. 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 March 31, 2022 and December 31, 2021 for Janssen was $6.2 million and $6.3 million, respectively.

Ultragenyx

In October 2015 the Company entered into a research collaboration and license agreement with Ultragenyx (as amended, 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.

The current potential development, regulatory and commercial milestone payments for the existing development targets as of March 31, 2022 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 March 31, 2022, Ultragenyx is working to identify and enroll patients in a Phase 1/2 study.

As of March 31, 2022, the transaction price included the upfront consideration received, option payments, exclusivity extension payments and additional consideration received pursuant to Amendment 3 of the Ultragenyx Agreement (“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 March 31, 2022 and December 31, 2021 from Ultragenyx was $4.6 million and $5.5 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.

As of March 31, 2022, 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 March 31, 2022, 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 16 month contractual term as of March 31, 2022. Total deferred revenue as of March 31, 2022 and December 31, 2021 for CureVac was $1.2 million and $1.4 million, respectively.

Other Agreements

In January 2022, 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. As of March 31, 2022, the Company has submitted to such company billings from a third party related to the clinical trial of approximately $4.9 million, which falls under the expected funding of $25.0 million of the booster program, but has not yet been reimbursed as of March 31, 2022.

Israeli Ministry of Health

On August 17, 2020, the Company entered into an agreement with the Israeli Ministry of Health (the “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 March 31, 2022. 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. Furthermore, the Israel Supply Agreement may be terminated immediately by the MOH upon written notice to Arcturus if the Company has not obtained the required regulatory approvals by December 31, 2021. On April 14, 2022, Arcturus received notice from the MOH to terminate the Israel Supply Agreement. No termination penalties were incurred by the Company connection therewith.

- 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

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 3. 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 March 31, 2022 and December 31, 2021, all assets measured at fair value on a recurring basis consisted of cash equivalents and money market funds, which were classified within Level 1 of the fair value hierarchy. The fair value of these financial instruments was measured based on quoted prices.

- 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

3 Months Ended

Mar. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details

Note 4. Balance Sheet Details

Property and equipment, net balances consisted of the following:


(in thousands)	March 31, 2022			December 31, 2021
Research equipment	$	6,902		$	6,735
Computers and software		377			488
Office equipment and furniture		567			574
Leasehold improvements		44			44
Construction in progress		4,120			2,058
Total		12,010			9,899
Less accumulated depreciation and amortization		(4,480	)		(4,256	)
Property and equipment, net	$	7,530		$	5,643

Depreciation and amortization expense was $0.2 million and $0.3 million for the three months ended March 31, 2022 and December 31, 2021, respectively. Construction in progress primarily includes research equipment that is expected to be placed into service during 2022.

Accrued liabilities consisted of the following:


(in thousands)	March 31, 2022		December 31, 2021
Accrued compensation	$	5,171	$	3,578
Cystic Fibrosis Foundation Liability (Note 9)		1,826		2,777
Current portion of operating lease liability		1,653		1,537
Clinical accruals		3,801		8,675
Other accrued research and development expenses		7,519		6,956
Total	$	19,970	$	23,523

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

Note 5. 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 March 31, 2022, 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 $15.4 million) in fiscal year 2022 based on amounts not used toward the manufacture of ARCT-021 and is expecting to refund this portion during the third quarter of 2022.

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 March 31, 2022, accrued interest of $1.9 million related to 2021 was added to the principal debt balance in accordance with the terms of the Support Agreement and the balance was adjusted to reflect the current exchange rate resulting in an increase in the debt balance to $47.8 million and a net foreign currency transaction gain of $0.2 million for the three months ended March 31, 2022 compared to a net foreign currency transaction gain of $0.4 million for the three months ended March 31, 2021. For the three months ended March 31, 2022, the Company recorded interest expense and a corresponding liability of $0.5 million compared to interest expense and a corresponding liability of $0.4 million for the three months ended March 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 provided for a six month extension to the interest only period which moved the first principal payment to May 1, 2022. In April of 2022, the Company and the Bank entered into a Sixth Amendment to Loan Agreement that provided for a three month extension to the interest only period which moved the first principal payment to August 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 March 31, 2022, 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 as of March 31, 2022:



2022	$	5,000,000
2023		10,300,000
Total	$	15,300,000

The Company recognized interest expense related to its long-term debt of $0.7 million and $0.2 million during the three months ended March 31, 2022 and 2021, 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.

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+ Details

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Stockholders Equity Note [Abstract]

Stockholders' Equity

Note 6. 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 three months ended March 31, 2022 and 2021 as they were anti-dilutive totaled 824,792 and 1,320,390, respectively.

- 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.

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+ Details

Share-Based Compensation Expense

3 Months Ended

Mar. 31, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-Based Compensation Expense

Note 7. Share-Based Compensation Expense

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 March 31, 2022, a total of 344,428 shares remain available for future issuance under the 2019 Plan, subject to the terms of the 2019 Plan.

In October 2021, the Company adopted the 2021 Inducement Equity Incentive Plan which covers the award of up to 1,000,000 shares of common stock (the “2021 Plan”) effective as of October 15, 2021. 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 applicable 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 the issuance of up to 1,000,000 shares underlying awards under the 2021 Plan. As of March 31, 2022, a total of 745,300 shares remain available for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan. In April 2022, the compensation committee of the Company’s board of directors approved a proposal to reduce the total number of shares available for future issuance under the 2021 Plan to 130,000.

Stock Options

Share-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss for the three March 31, 2022 and 2021 was as follows:


	For the Three Months Ended March 31,
(in thousands)	2022		2021
Research and development	$	3,455	$	3,246
General and administrative		3,916		3,741
Total	$	7,371	$	6,987

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 8. Income Taxes

The Company is subject to taxation in the United States and various states. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. The primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowances on the Company’s net operating losses.

For the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. No tax benefit was provided for losses incurred in United States because those losses are offset by a full valuation allowance.

- 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.

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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9. 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 three months ended March 31, 2021, the Company recognized $1.3 million of contra expense for Grant 1. As of March 31, 2022 and December 31, 2021, no amount 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. During 2021, the Company recognized the remaining amount of the first installment as contra research and development expense for Grant 2. During the first quarter of 2022, the Company and EDB concluded negotiations on this Contract, and thereby reduced the overall amount received by the Company under the Grant to the first installment of $3.6 million.

Cystic Fibrosis Foundation 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 three months ended March 31, 2022 and 2021, the Company recognized $1.4 million and $0.6 million, respectively, of contra expense with $1.8 million and $2.8 million remaining in accrued expenses at March 31, 2022 and December 31, 2021, 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 the lease 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 extended 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 lease term of 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 third quarter of 2021, the Company opted to extend the lease for an additional 12 months.

Operating lease right-of-use asset and liability on the condensed 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 March 31, 2022, the remaining payments of the operating lease liability were as follows:


(in thousands)	Remaining Lease Payments
2022	$	1,536
2023		2,185
2024		2,251
2025		521
Total remaining lease payments		6,493
Less: imputed interest		(783	)
Total operating lease liabilities	$	5,710
Weighted-average remaining lease term	3.0 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 $0.5 million for the three months ended March 31, 2022 and 2021.

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.

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

Note 10. Related Party Transactions

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 December 31, 2021.

See “Note 1, Joint Ventures, Equity Method Investments and Variable Interest Entities” for specific details surrounding the Company’s agreement with Axcelead to form the joint venture entity, Arcalis, Inc.

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Joint Ventures, Equity Method Investments and Variable Interest Entities

Liquidity

Segment Information

Revenue Recognition

See “Note 2, Collaboration Revenue” for specific details surrounding the Company’s collaboration arrangements.

Leases

See “Note 9, Commitments and Contingencies” for specific details surrounding the Company’s leases.

Research and Development, Net

Pre-Launch Inventory

Statement of Cash Flows


(in thousands)	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	319,678	$	466,839
Non-current restricted cash		2,077		107
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	321,755	$	466,946

Net Loss per Share

No dividends were declared or paid during the reported periods.

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents and Restricted Cash


(in thousands)	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	319,678	$	466,839
Non-current restricted cash		2,077		107
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	321,755	$	466,946

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue From Contract With Customer [Abstract]

Summary of Changes in Balances of Contract Assets and Contract Liability


(in thousands)	Contract Assets
BALANCE - December 31, 2021	$	3,367
Additions for revenue recognized from billings		1,534
Deductions for cash collections		(1,210	)
BALANCE – March 31, 2022	$	3,691

(in thousands)	Contract Liabilities
BALANCE - December 31, 2021	$	63,413
Additions for advanced billings		1,534
Deductions for promised services provided in current period		(5,244	)
BALANCE – March 31, 2022	$	59,703

Schedule of Revenue

The following table summarizes the Company’s revenues for the periods indicated (in thousands).


	For the Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Vinbiocare	$	2,858	$	—
Janssen		1,131		824
Ultragenyx		926		925
CureVac		224		225
Other		105		153
Total revenue	$	5,244	$	2,127

Balance Sheet Details (Tables)

3 Months Ended

Mar. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Summary of Components of Property and Equipment, Net

Property and equipment, net balances consisted of the following:


(in thousands)	March 31, 2022			December 31, 2021
Research equipment	$	6,902		$	6,735
Computers and software		377			488
Office equipment and furniture		567			574
Leasehold improvements		44			44
Construction in progress		4,120			2,058
Total		12,010			9,899
Less accumulated depreciation and amortization		(4,480	)		(4,256	)
Property and equipment, net	$	7,530		$	5,643

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following:


(in thousands)	March 31, 2022		December 31, 2021
Accrued compensation	$	5,171	$	3,578
Cystic Fibrosis Foundation Liability (Note 9)		1,826		2,777
Current portion of operating lease liability		1,653		1,537
Clinical accruals		3,801		8,675
Other accrued research and development expenses		7,519		6,956
Total	$	19,970	$	23,523

Debt (Tables)

3 Months Ended

Mar. 31, 2022

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 as of March 31, 2022:



2022	$	5,000,000
2023		10,300,000
Total	$	15,300,000

Share-Based Compensation Expense (Tables)

3 Months Ended

Mar. 31, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Share-based Compensation Expenses

Share-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss for the three March 31, 2022 and 2021 was as follows:


	For the Three Months Ended March 31,
(in thousands)	2022		2021
Research and development	$	3,455	$	3,246
General and administrative		3,916		3,741
Total	$	7,371	$	6,987

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments And Contingencies Disclosure [Abstract]

Remaining Payments of Operating Lease Liability

As of March 31, 2022, the remaining payments of the operating lease liability were as follows:


(in thousands)	Remaining Lease Payments
2022	$	1,536
2023		2,185
2024		2,251
2025		521
Total remaining lease payments		6,493
Less: imputed interest		(783	)
Total operating lease liabilities	$	5,710
Weighted-average remaining lease term	3.0 years
Weighted-average discount rate		8.4	%

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details Textual)	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($) Segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 07, 2020 SGD ($)
Summary Of Significant Accounting Policy [Line Items]
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%
Accumulated deficit	$ 398,659,000		$ 347,490,000
Cash and cash equivalents, including restricted cash	$ 321,755,000	$ 466,946,000	372,569,000	$ 463,002,000
Number of operating segment for research and development \| Segment	1
Dividends declared or paid	$ 0	$ 0
Singapore Economic Development Board [Member]
Summary Of Significant Accounting Policy [Line Items]
Term loan			46,600,000		$ 62,100,000
Upfront payment received			$ 40,000,000.0
Maximum [Member]
Summary Of Significant Accounting Policy [Line Items]
Equity method ownership percentage	50.00%
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%

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 319,678	$ 370,492	$ 466,839
Non-current restricted cash	2,077	2,077	107
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 321,755	$ 372,569	$ 466,946	$ 463,002

Revenue - Summary of Changes in Balances of Contract Assets and Contract Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Revenue From Contract With Customer [Abstract]
Contract Assets, Balance	$ 3,367
Contract Assets, Additions for revenue recognized from billings	1,534
Contract Assets, Deductions for cash collections	(1,210)
Contract Assets, Balance	3,691
Contract Liabilities, Balance	63,413
Contract Liabilities, Additions for advanced billings	1,534
Deductions for promised services provided in current period	(5,244)
Contract Liabilities, Balance	$ 59,703

Revenue - Summary of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation Of Revenue [Line Items]
Total revenue	$ 5,244	$ 2,127
Vinbiocare [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	2,858
Janssen [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	1,131	824
Ultragenyx [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	926	925
CureVac [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	224	225
Other [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	$ 105	$ 153

- 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)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-Paragraph 40
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 41
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-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
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 32
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Paragraph 4
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

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

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

+ Details

Revenue (Details Textual)	2 Months Ended	3 Months Ended
Revenue (Details Textual)	Aug. 02, 2021 USD ($) Performance	Mar. 31, 2022 USD ($) VaccineDose shares	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) shares	Oct. 31, 2020 USD ($)
Revenue [Line Items]
Deferred revenue		$ 59,703,000		$ 63,413,000
Purchase of common stock, shares \| shares		26,407,000		26,372,000
Israeli Ministry of Health ("MOH") [Member]
Revenue [Line Items]
Non-refundable payment received					$ 12,500,000
Number of reserved vaccine doses \| VaccineDose		500,000
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		$ 34,800,000		$ 37,200,000
Research Collaboration And Exclusive License Agreement [Member] \| ASC 606 [Member] \| Janssen [Member]
Revenue [Line Items]
Deferred revenue		6,200,000		6,300,000
Remaining performance obligation		0
Research Collaboration And Exclusive License Agreement [Member] \| ASC 606 [Member] \| Ultragenyx [Member]
Revenue [Line Items]
Deferred revenue		4,600,000		5,500,000
Remaining performance obligation		0
Revenue recognition potential milestone revenue recognized		$ 138,000,000.0
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.
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
mRNA Technology [Member] \| ASC 606 [Member] \| CureVac [Member]
Revenue [Line Items]
Deferred revenue		$ 1,200,000		$ 1,400,000
Remaining performance obligation		$ 0
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
Adjustments to transaction price		$ 0
Upfront fee received		$ 5,000,000.0
Contractual term		16 months
Other Collaboration Agreements [Member] \| Pharmaceutical Company [Member]
Revenue [Line Items]
Amount agreed to fund		$ 25,000,000.0	$ 25,000,000
Billing received amount from third party related to clinical trial		$ 4,900,000

Revenue (Details Textual 1)	Mar. 31, 2022
Research Collaboration And Exclusive License Agreement [Member] \| Janssen [Member] \| ASC 606 [Member] \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01
Revenue [Line Items]
Remaining research period	12 months

Balance Sheet Details - Summary of Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 12,010	$ 9,899
Less accumulated depreciation and amortization	(4,480)	(4,256)
Property and equipment, net	7,530	5,643
Research equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	6,902	6,735
Computer and software [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	377	488
Office equipment and furniture [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	567	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	$ 4,120	$ 2,058

Balance Sheet Details (Details Textual) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization	$ 224	$ 307	$ 300

Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Liabilities Current [Abstract]
Accrued compensation	$ 5,171	$ 3,578
Cystic Fibrosis Foundation Liability (Note 9)	1,826	2,777
Current portion of operating lease liability	$ 1,653	$ 1,537
Operating Lease Liability Current Statement Of Financial Position [Extensible List]	us-gaap:OtherLiabilitiesCurrent	us-gaap:OtherLiabilitiesCurrent
Clinical accruals	$ 3,801	$ 8,675
Other accrued research and development expenses	7,519	6,956
Total	$ 19,970	$ 23,523

Debt (Details Textual)				1 Months Ended		3 Months Ended
Debt (Details Textual)	Nov. 07, 2020 USD ($)	Oct. 30, 2019 USD ($)	Oct. 12, 2018 USD ($)	Apr. 30, 2022	Oct. 31, 2021	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 SGD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 29, 2021 SGD ($)	Jan. 29, 2021 USD ($)	Nov. 07, 2020 SGD ($)
Debt Instrument [Line Items]
Long-term debt									$ 15,300,000
Foreign currency transaction gain						$ 158,000	$ 430,000
Interest expense related to long-term debt						$ 700,000	200,000
Net increase in indebtedness							46,599,000
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] \| Subsequent Events [Member]
Debt Instrument [Line Items]
Extension to interest only period				3 months
Loan first principal payment extended maturity date				Aug. 01, 2022
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										$ 46,600,000			$ 62,100,000
Term loan draw down											$ 62,100,000	$ 46,600,000
Potential principal repayment of loan								$ 20,900,000	15,400,000
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
Accrued interest added to principal debt balance						$ 1,900,000
Long-term debt									$ 47,800,000			$ 46,600,000
Foreign currency transaction gain						200,000	400,000
Interest expense related to long-term debt						$ 500,000	$ 400,000

Debt - Summary of Final Payment Due at Repayment (Details)	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2022	$ 5,000,000
2023	10,300,000
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		3 Months Ended
	Feb. 19, 2021	Mar. 31, 2022	Mar. 31, 2021
Class Of Stock [Line Items]
Non-cash charge recorded in acquired in-process research and development expense			$ 5,000
Antidilutive securities excluded from computation of earnings per share		824,792	1,320,390
Alexion [Member]
Class Of Stock [Line Items]
Issuance of common stock	74,713
Common stock issued, value	$ 5,000
Non-cash charge recorded in acquired in-process research and development expense			$ 5,000

Share-Based Compensation Expense (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Apr. 30, 2022	Oct. 20, 2021	Oct. 15, 2021	Jun. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	$ 7,371	$ 6,987
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	344,428
2021 Inducement Equity Incentive Plan [Member] \| Subsequent Events [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Reduction in number of common stock shares available for future issuance			130,000,000
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	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	745,300,000

Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	$ 7,371	$ 6,987
Research and Development [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	3,455	3,246
General and Administrative [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	$ 3,916	$ 3,741

Income Taxes (Details Textual) - USD ($)	3 Months Ended
Income Taxes (Details Textual) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitments and Contingencies (Details Textual) $ in Millions				1 Months Ended			3 Months Ended			12 Months Ended
	Oct. 02, 2020 SGD ($) Installment	Aug. 01, 2019 USD ($)	Jul. 12, 2019 USD ($)	Sep. 30, 2021 USD ($)	Feb. 28, 2021 USD ($)	Oct. 31, 2017 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Oct. 02, 2020 USD ($)	Mar. 04, 2020 SGD ($)	Mar. 04, 2020 USD ($)	Feb. 29, 2020
Commitment And Contingencies [Line Items]
Operating lease costs							$ 500,000	$ 500,000
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
February 2020 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Operating lease extended additional term														13 months
Lessee, operating leases, option 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 lease term of the Company’s headquarters
February 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Lessee, operating leases, option to extend							the Company opted to extend the lease for an additional 12 months
Monthly base rent					$ 11,000
September 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Operating lease extended additional term				10 years 8 months
Lessee, operating leases, option to extend							the Company will have the right to extend the term of the lease for an additional five-year period
COVID-19 Vaccine Development \| Grant 1
Commitment And Contingencies [Line Items]
Contra research and development expense recognized								1,300,000
Contra expense remaining amount included in accrued expenses							$ 0			$ 0
COVID-19 Vaccine Development \| Grant 2
Commitment And Contingencies [Line Items]
Grant, number of installments \| Installment	2
Received first installment							3,600,000		$ 3,600,000
Underlying Agreement [Member] \| Cystic Fibrosis Foundation [Member]
Commitment And Contingencies [Line Items]
Contra expense remaining amount included in accrued expenses							1,800,000			$ 2,800,000
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							$ 1,400,000	$ 600,000
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
Maximum [Member] \| September 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Monthly base rent				$ 360,000,000
Minimum [Member] \| September 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Monthly base rent				$ 268,000,000
Singapore Economic Development Board [Member] \| Maximum [Member] \| COVID-19 Vaccine Development \| Grant 1
Commitment And Contingencies [Line Items]
Grants Receivable												$ 14.0	$ 10,000,000.0
Singapore Economic Development Board [Member] \| Maximum [Member] \| COVID-19 Vaccine Development \| Grant 2
Commitment And Contingencies [Line Items]
Grants Receivable	$ 9.3										$ 6,700,000

Commitments and Contingencies - Remaining Payments of Operating Lease Liability (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Leases [Abstract]
2022	$ 1,536
2023	2,185
2024	2,251
2025	521
Total remaining lease payments	6,493
Less: imputed interest	(783)
Total operating lease liabilities	$ 5,710
Weighted-average remaining lease term	3 years
Weighted-average discount rate	8.40%

Related Party Transactions - Equity-Method Investment (Details Textual) - $ / shares	Mar. 31, 2022	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