United States securities and exchange commission logo December 29, 2022 Joseph E. Payne Chief Executive Officer Arcturus Therapeutics Holdings Inc. 10628 Science Center Drive, Suite 250 San Diego, California 92121 Re: Arcturus Therapeutics Holdings Inc. Registration Statement on Form S-3 Filed December 23, 2022 File No. 333-269003 Dear Joseph E. Payne: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Joshua Gorsky at 202-551-7836 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Jeffrey Baumel, Esq.