0000950170-24-055702 | 10-Q | XBRL Viewer | Arcturus Therapeutics Holdings INC

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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	26,917,000	26,828,000
Common stock, shares outstanding	26,917,000	26,828,000

Stockholders' Equity	3 Months Ended
Mar. 31, 2024
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 6. Stockholders’ Equity Net (Loss) Earnings per Share Potentially dilutive securities that were not included in the calculation of diluted net loss per share for the three months ended March 31, 2024 as they were anti-dilutive totaled 1.4 million. Potentially dilutive securities that were not included in the calculation of diluted earnings per share for the three months ended March 31, 2023 as they were anti-dilutive totaled 5.2 million. Sales Agreement On December 23, 2022, the Company entered into a Controlled Equity Offering℠ Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”), relating to shares of the Company's common stock. In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $200,000,000 from time to time through Cantor or Wells Fargo Securities, each acting as the Company's sales agent. During the period ended March 31, 2024, the Company did not offer or sell any shares of common stock pursuant to the Sales Agreement.

Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 6. Stockholders’ Equity

Net (Loss) Earnings per Share

Potentially dilutive securities that were not included in the calculation of diluted net loss per share for the three months ended March 31, 2024 as they were anti-dilutive totaled 1.4 million. Potentially dilutive securities that were not included in the calculation of diluted earnings per share for the three months ended March 31, 2023 as they were anti-dilutive totaled 5.2 million.

Sales Agreement

On December 23, 2022, the Company entered into a Controlled Equity Offering℠ Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”), relating to shares of the Company's common stock. In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $200,000,000 from time to time through Cantor or Wells Fargo Securities, each acting as the Company's sales agent. During the period ended March 31, 2024, the Company did not offer or sell any shares of common stock pursuant to the Sales Agreement.

- Definition

The entire disclosure for equity.

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+ Details

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

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Arcturus 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 consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

These condensed consolidated financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions regarding the valuation of certain debt and equity instruments, share-based compensation, 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 the Company's joint venture in ARCALIS, Inc. with Axcelead, Inc (“Axcelead”). The Company’s share of the investee's results is presented as either income or loss from equity-method investment in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

Liquidity

The Company has incurred significant operating losses since its inception. As of March 31, 2024 and December 31, 2023, the Company had an accumulated deficit of $394.7 million and $367.9 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, 2024, the Company has funded its operations principally with the proceeds from revenues earned through collaboration agreements, the sale of capital stock, expense reimbursements from government contracts and proceeds from long-term debt. At March 31, 2024, the Company’s balance of cash and cash equivalents, including restricted cash, was $345.3 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

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

Revenue Recognition

At contract inception, the Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements (“ASC 808”). For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration reflect a vendor-customer relationship and are therefore within the scope of ASC 606.

The Company determines revenue recognition for arrangements within the scope of ASC 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. 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 ASC 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.

For performance obligations that are recognized over time, the Company measures the progress using an input method. The input methods used are based on the effort expended or costs incurred toward the satisfaction of the performance obligation. The Company estimates the amount of effort expended, including the time estimated it will take to complete the activities, or costs incurred in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This approach requires the Company to make numerous estimates and use significant judgment. If estimates or judgments change over the course of the collaboration, a cumulative catch up of revenue is recognized in the period such changes are identified.

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

Leases

The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For the Company's operating leases, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to not separate lease and non-lease components.

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

Research and Development Costs, Net

All research and development costs are expensed as incurred. Research and development costs consist primarily of salaries, employee benefits, costs associated with preclinical studies and clinical trials (including amounts paid to clinical research organizations and other professional services), in-process research and development expenses, pre-launch inventory and license agreement expenses. Research and development expenses are presented net of any grants. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods are received or the services are performed.

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 activities performed by third parties are accrued and expensed based upon estimates of the proportion of work completed over the life of the individual clinical trial and patient enrollment rates in accordance with agreements established with Clinical Research Organizations ("CROs") and clinical trial sites. Estimates are determined by reviewing contracts, vendor agreements and purchase orders, and through discussions with internal clinical personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services.

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) income, 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.

Restricted Cash

Restricted cash includes collateral pledged and held at the Company’s securities accounts pursuant to a security agreement with Wells Fargo Bank, National Association (“Wells Fargo”) (Note 5). At March 31, 2024, such collateral amounted to $55.0 million.

Restricted cash also includes cash required to be set aside as security for lease payments and to maintain a letter of credit for the benefit of the landlord for the Company’s offices. At March 31, 2024 and 2023, the Company had restricted cash of $1.9 million and $2.1 million, respectively, in conjunction with property leases in San Diego, California, and such restriction is expected to be removed at the end of the lease term.

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, 2024		March 31, 2023
Cash and cash equivalents	$	288,396	$	327,935
Restricted cash		55,000		—
Non-current restricted cash		1,885		2,116
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	345,281	$	330,051

Net Loss per Share

Net (Loss) Earnings per Share

Basic net (loss) earnings per share is calculated by dividing the net (loss) earnings by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Diluted net (loss) earnings per share is calculated by dividing the net (loss) earnings by the weighted-average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. Dilutive shares of common stock for the three months ended March 31, 2024 were comprised of stock options and restricted stock units. Dilutive shares of common stock for the three months ended March 31, 2023 were comprised of stock options.

No dividends were declared or paid during the reported periods.

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the condensed consolidated financial statements and disclosures.

Revenue - Summary of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation Of Revenue [Line Items]
Total revenue	$ 38,012	$ 80,285
Collaboration Revenue [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	32,598	79,729
Grant Revenue [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	5,414	556
CSL Seqirus [Member] \| Collaboration Revenue [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	32,381	78,218
Janssen [Member] \| Collaboration Revenue [Member]
Disaggregation Of Revenue [Line Items]
Total revenue		491
Other Collaboration Revenue [Member] \| Collaboration Revenue [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	217	1,020
BARDA [Member] \| Grant Revenue [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	$ 5,414	$ 556

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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.

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+ Details

Stockholders' Equity (Details Textual) - USD ($)		3 Months Ended
Stockholders' Equity (Details Textual) - USD ($)	Dec. 23, 2022	Mar. 31, 2024	Mar. 31, 2023
Class Of Stock [Line Items]
Antidilutive securities excluded from computation of earnings per share		1,400,000	5,200,000
Wells Fargo Credit Agreement [Member]
Class Of Stock [Line Items]
Issuance of common stock		0
Wells Fargo Credit Agreement [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Common stock issued, value	$ 200,000,000

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+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Accrued compensation	$ 7,102	$ 5,918
Cystic Fibrosis Foundation liability	7,649	7,633
Income tax payable	979	641
Current portion of operating lease liability	$ 4,270	$ 4,309
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total	Total
Clinical trial accruals	$ 1,234	$ 2,333
Vinbiocare contractual liabilities	2,993	2,514
Other accrued research and development expenses	10,543	8,533
Total	$ 34,770	$ 31,881

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 10. Related Party Transactions

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.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Total revenue	$ 38,012	$ 80,285
Operating expenses:
Research and development, net	53,573	51,768
General and administrative	14,851	13,762
Total operating expenses	68,424	65,530
(Loss) income from operations	(30,412)	14,755
Loss from foreign currency	(53)	(328)
Gain on debt extinguishment		33,953
Finance income, net	4,016	2,477
Net (loss) income before income taxes	(26,449)	50,857
Provision for income taxes	368	103
Net (loss) income	$ (26,817)	$ 50,754
(Loss) earnings per share
Basic	$ (1)	$ 1.91
Diluted	$ (1)	$ 1.87
Weighted-average shares used in calculation of (loss) earnings per share:
Basic	26,879	26,555
Diluted	26,879	27,149
Comprehensive (loss) income:
Net (loss) income	$ (26,817)	$ 50,754
Comprehensive (loss) income	(26,817)	50,754
Collaboration Revenue [Member]
Revenue:
Total revenue	32,598	79,729
Grant Revenue [Member]
Revenue:
Total revenue	$ 5,414	$ 556

Share-Based Compensation Expense

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Expense

Note 7. Share-Based Compensation Expense

In June 2022 at the Company’s 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"), the stockholders of the Company approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan (as amended, the “2019 Plan”) which, among other things, increased the aggregate number of shares authorized for use in making awards to eligible persons under the 2019 Plan by 3,750,000 shares, for a total of up to 8,750,000 shares available for issuance. As of March 31, 2024, a total of 379,084 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 is not 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. 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. As of March 31, 2024, a total of 124,697 shares remain available for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan.

Stock Options

Share-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023 was as follows:


	For the Three Months Ended March 31,
(in thousands)	2024		2023
Research and development	$	4,803	$	3,508
General and administrative		5,285		4,674
Total	$	10,088	$	8,182

Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details Textual) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 368	$ 103

- Definition

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

+ References + Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (26,817)	$ 50,754

- Definition

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

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+ Details

Balance Sheet Details (Tables)

3 Months Ended

Mar. 31, 2024

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, 2024			December 31, 2023
Research equipment	$	16,456		$	16,046
Computers and software		1,131			1,275
Office equipment and furniture		703			958
Leasehold improvements		2,644			2,655
Construction in progress		—			233
Total		20,934			21,167
Less accumulated depreciation and amortization		(9,171	)		(8,740	)
Property and equipment, net	$	11,763		$	12,427

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following:


(in thousands)	March 31, 2024		December 31, 2023
Accrued compensation	$	7,102	$	5,918
Cystic Fibrosis Foundation liability		7,649		7,633
Income tax payable		979		641
Current portion of operating lease liability		4,270		4,309
Clinical trial accruals		1,234		2,333
Vinbiocare contractual liabilities		2,993		2,514
Other accrued research and development expenses		10,543		8,533
Total	$	34,770	$	31,881

Balance Sheet Details - Summary of Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 20,934	$ 21,167
Less accumulated depreciation and amortization	(9,171)	(8,740)
Property and equipment, net	11,763	12,427
Research equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	16,456	16,046
Computer and software [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,131	1,275
Office equipment and furniture [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	703	958
Leasehold improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 2,644	2,655
Construction in progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross		$ 233

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

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents and Restricted Cash


(in thousands)	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	288,396	$	327,935
Restricted cash		55,000		—
Non-current restricted cash		1,885		2,116
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	345,281	$	330,051

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

3 Months Ended

Mar. 31, 2024

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 global 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”) for candidate LUNAR-COV19 were approved by applicable health authorities.

Basis of Presentation

Joint Ventures, Equity Method Investments and Variable Interest Entities

Liquidity

Segment Information

Revenue Recognition

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

Leases

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

Research and Development Costs, Net

Pre-Launch Inventory

Restricted Cash


(in thousands)	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	288,396	$	327,935
Restricted cash		55,000		—
Non-current restricted cash		1,885		2,116
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	345,281	$	330,051

Net (Loss) Earnings per Share

No dividends were declared or paid during the reported periods.

Recently Issued Accounting Standards Not Yet Adopted

Income Taxes

3 Months Ended

Mar. 31, 2024

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 is due to federal and state income tax expense offset by valuation allowance on the Company's deferred tax assets.

For the three months ended March 31, 2024 and 2023, the Company recorded $0.4 million and $0.1 million of income tax expense, respectively. 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Share-Based Compensation Expense (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [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 months ended March 31, 2024 and 2023 was as follows:


	For the Three Months Ended March 31,
(in thousands)	2024		2023
Research and development	$	4,803	$	3,508
General and administrative		5,285		4,674
Total	$	10,088	$	8,182

Balance Sheet Details

3 Months Ended

Mar. 31, 2024

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, 2024			December 31, 2023
Research equipment	$	16,456		$	16,046
Computers and software		1,131			1,275
Office equipment and furniture		703			958
Leasehold improvements		2,644			2,655
Construction in progress		—			233
Total		20,934			21,167
Less accumulated depreciation and amortization		(9,171	)		(8,740	)
Property and equipment, net	$	11,763		$	12,427

Depreciation and amortization expense was $0.9 million for the three months ended March 31, 2024 and $0.6 million for the three months ended March 31, 2023. Construction in progress is primarily comprised of research equipment not yet placed in service.

Accrued liabilities consisted of the following:


(in thousands)	March 31, 2024		December 31, 2023
Accrued compensation	$	7,102	$	5,918
Cystic Fibrosis Foundation liability		7,649		7,633
Income tax payable		979		641
Current portion of operating lease liability		4,270		4,309
Clinical trial accruals		1,234		2,333
Vinbiocare contractual liabilities		2,993		2,514
Other accrued research and development expenses		10,543		8,533
Total	$	34,770	$	31,881

Commitments and Contingencies (Details Textual) - USD ($)		1 Months Ended		3 Months Ended		12 Months Ended	50 Months Ended
	Aug. 01, 2019	Sep. 30, 2021	Oct. 31, 2017	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Sep. 25, 2023	Feb. 29, 2020
Commitment And Contingencies [Line Items]
Operating lease costs				$ 1,400,000	$ 1,400,000
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			$ 100,000
Security deposit			$ 100,000
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
Impairment loss				$ 1,300,000
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 has the right to extend the term of the lease for an additional five-year period
Security deposit		$ 2,000,000
Underlying Agreement [Member] \| Cystic Fibrosis Foundation [Member]
Commitment And Contingencies [Line Items]
Contra expense remaining amount included in accrued expenses				$ 7,600,000		$ 7,600,000
Minimum amount agreed to incur under research plan							$ 15,000,000
Contra expense included in research and development expense				$ 0	$ 0
Underlying Agreement [Member] \| LUNAR-CF [Member] \| Cystic Fibrosis Foundation [Member]
Commitment And Contingencies [Line Items]
Payments for advance	$ 15,600,000						$ 24,600,000
Maximum [Member] \| September 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Monthly base rent		400,000
Minimum [Member] \| September 2021 Lease Agreement [Member]
Commitment And Contingencies [Line Items]
Monthly base rent		$ 300,000

Revenue (Details Textual) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		12 Months Ended
Revenue (Details Textual) - USD ($) $ in Thousands	Nov. 01, 2022	Aug. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue [Line Items]
Deferred revenue			$ 83,311		$ 87,325
Revenue recognized			38,012
BARDA [Member]
Revenue [Line Items]
Revenue recognized			5,500	$ 600
Total grant revenue		$ 63,200
Grant revenue outstanding			48,400
Research Collaboration And License Agreement [Member] \| Seqirus Inc [Member]
Revenue [Line Items]
Upfront payment received	$ 200,000
Research Collaboration And License Agreement [Member] \| Seqirus Inc [Member] \| COVID-19 Vaccine [Member]
Revenue [Line Items]
Net profits percentage	40.00%
Development milestones received advance payment			5,100		5,300
Research Collaboration And License Agreement [Member] \| Seqirus Inc [Member] \| Manufacturing and Supply of ARCT-154 Drug Product [Member]
Revenue [Line Items]
Deferred revenue			18,800
Development milestones received advance payment					23,600
Research Collaboration And License Agreement [Member] \| Maximum [Member] \| Seqirus Inc [Member]
Revenue [Line Items]
Eligible to receive development milestone payment	$ 1,300,000
Eligible to receive commercial milestone payment	$ 3,000,000
CSL Collaboration Agreement [Member]
Revenue [Line Items]
Development milestones achieved			19,200
Deferred revenue			83,300		87,100
CSL Collaboration Agreement [Member] \| Phase I Clinical Study [Member]
Revenue [Line Items]
Deferred revenue			12,900
Milestone payments					17,500
Remaining performance obligation			$ 2,200
CSL Collaboration Agreement [Member] \| Maximum [Member] \| Phase I Clinical Study [Member]
Revenue [Line Items]
Additional payments upon meeting certain clinical milestones					$ 1,500

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Remaining Payments of Operating Lease Liability

As of March 31, 2024, the remaining payments of the operating lease liability were as follows:


(in thousands)	Remaining Lease Payments
2024	$	4,257
2025		5,019
2026		5,274
Thereafter		23,703
Total remaining lease payments		38,253
Less: imputed interest		(6,331	)
Total operating lease liabilities	$	31,922
Weighted-average remaining lease term		7.7
Weighted-average discount rate		4.8	%

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Summary of Changes in Balances of Receivables and Contract Liability

The following table presents changes during the three months ended March 31, 2024 in the balances of contract assets and liabilities as compared to what was disclosed in the Company’s Annual Report.


(in thousands)	December 31, 2023		Additions		Deductions			March 31, 2024
Contract Assets:
Accounts receivable	$	32,064	$	34,068	$	(39,075	)	$	27,057
Contract Liabilities:
Deferred revenue	$	87,325	$	33,998	$	(38,012	)	$	83,311

Schedule of Revenue

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


	For the Three Months Ended March 31,
(in thousands)	2024		2023
Collaboration Revenue:
CSL Seqirus	$	32,381	$	78,218
Janssen		—		491
Other collaboration revenue		217		1,020
Total collaboration revenue	$	32,598	$	79,729
Grant revenue:
BARDA	$	5,414	$	556
Total grant revenue	$	5,414	$	556

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Note 5. Debt

Wells Fargo Credit Agreement

On April 21, 2023, the Company’s wholly-owned subsidiary, Arcturus Therapeutics, Inc. entered into a credit agreement with Wells Fargo Bank, whereby Wells Fargo will make a $50.0 million revolving credit line available to the Company (the “Loan”) and each draw on the Loan evidenced by a revolving line of credit note (the “Note”).

Borrowings under the agreement will bear interest at a rate of 1.00% above either the Daily Simple SOFR or Term SOFR (as such terms are defined in the Note), with “SOFR” being the rate per annum equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York. If an Event of Default (as defined in the agreement) occurs, then all Loans shall bear interest at a rate equal to 2.00% above the interest rate applicable immediately prior to the occurrence of the Event of Default.

The term of the agreement is two years, with an option for one-year renewals subject to Wells Fargo approval and the Company furnishing to Wells Fargo a non-refundable commitment fee equal to 0.25% of the Loan amount for each such renewal. There is no penalty for terminating the facility prior to the maturity date of the Note. As collateral, the Company has agreed to pledge $55.0 million in cash to be held at the Company’s securities accounts with Wells Fargo Securities, LLC, an affiliate of Wells Fargo, pursuant to a security agreement. No borrowings were outstanding as of March 31, 2024.

Termination of the Manufacturing Support Agreement with EDB

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 (approximately $46.6 million) to the Company, subject to the satisfaction of customary deliveries, to support the manufacture of the LUNAR-COV19 vaccine candidate (ARCT-021). The Singapore Loan accrued interest at a rate of 4.5% per annum calculated on a daily basis. The Company elected to borrow the full amount available under the Support Agreement of S$62.1 million (approximately $46.6 million) on January 29, 2021.

During the first quarter of 2023, the parties terminated the Support Agreement and the EDB agreed to an extension of the reconciliation period to March 22, 2023, with unused funds not utilized for the manufacture of ARCT-021 as of such date returned to the EDB. As of December 31, 2022, the outstanding balance of the Singapore Loan, which includes accrued interest, was $50.4 million of which the Company paid S$22.8 million (approximately $17.1 million) in March 2023. During the first quarter of 2023, the remaining principal portion of the Singapore Loan plus accrued interest, totaling $34.0 million, was forgiven and recorded as a gain on debt extinguishment in the condensed consolidated statement of operations and comprehensive loss.

For the three months ended March 31, 2024, the Company recorded no interest expense, compared to interest expense of $0.5 million for the same period in 2023.

Termination of Agreement with Western Alliance Bank

On March 14, 2023, the Loan and Security Agreement, dated as of October 12, 2018 (as amended and supplemented, the “Western Alliance Agreement”) with Western Alliance Bank, an Arizona corporation (“Western Alliance”), was terminated (the “Termination”) upon the receipt by Western Alliance of a payoff amount of approximately $7.4 million from the Company. The Western Alliance Agreement provided for a collateralized term loan in the aggregate principal amount of up to $15.0 million, with

interest at a floating rate ranging from 1.25% to 2.75% above the prime rate and a maturity date of October 30, 2023. The payoff amount was made by the Company to Western Alliance from available cash on hand, pursuant to a payoff letter, and included payment of (i) approximately $7.0 million in principal and interest, (ii) $0.3 million fee payable upon prepayment as a result of prior FDA approval of an IND and (iii) de minimis amounts in prepayment charges and various operational fees. The Company was released from all liens under the Western Alliance Agreement.

For the three months ended March 31, 2024, the Company recorded no interest expense, compared to interest expense of $0.3 million for the same period in 2023.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt (Details Textual) $ in Millions			1 Months Ended		3 Months Ended
Debt (Details Textual) $ in Millions	Apr. 21, 2023 USD ($)	Mar. 14, 2023 USD ($)	Mar. 31, 2023 SGD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 29, 2021 SGD ($)	Jan. 29, 2021 USD ($)	Nov. 07, 2020 SGD ($)	Nov. 07, 2020 USD ($)
Western Alliance Bank [Member]
Debt Instrument [Line Items]
Interest expense related to long-term debt					$ 0	$ 300,000
Loan and Security Agreement [Member] \| Western Alliance Bank [Member] \| Long-term Debt [Member]
Debt Instrument [Line Items]
Term loan		$ 15,000,000
Repayment of term loan		7,400,000
Repayment of principal and interest on collateralized term loan		$ 7,000,000
Loan maturity date		Oct. 30, 2023
Fee payable		$ 300,000
Loan and Security Agreement [Member] \| Western Alliance Bank [Member] \| Long-term Debt [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Interest of the prime rate plus		1.25%
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%
Wells Fargo Credit Agreement [Member]
Debt Instrument [Line Items]
Revolving credit line available	$ 50,000,000
Loans interest rate, percentage	2.00%
Term of agreement	2 years
Option for renewal term	1 year
Non-refundable commitment fee, percentage	0.25%
Long-term debt					0
Debt instrument, collateral amount	$ 55,000,000				55,000,000
Wells Fargo Credit Agreement [Member] \| SOFR [Member]
Debt Instrument [Line Items]
Loan accrued interest rate per annum, percentage	1.00%
Singapore Economic Development Board [Member]
Debt Instrument [Line Items]
Term loan										$ 62.1	$ 46,600,000
Term loan draw down								$ 62.1	$ 46,600,000
Repayment of term loan			$ 22.8	$ 17,100,000
Loan accrued interest rate per annum, percentage										4.50%	4.50%
Long-term debt							$ 50,400,000
Remaining loan including accrued interest forgiveable						34,000,000
Interest expense related to long-term debt					$ 0	$ 500,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	Rule 10b5-1 Trading Arrangements During the three months ended March 31, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K of the Exchange Act) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, other than as follows: • Keith C. Kummerfeld’s Rule 10b5-1 trading arrangement terminated on March 18, 2024 upon the effective date of his resignation.
Directors or Officers [Member]
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Keith C. Kummerfeld [Member]
Trading Arrangements, by Individual
Name	Keith C. Kummerfeld
Rule 10b5-1 Arrangement Terminated	true
Termination Date	March 18, 2024

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

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 (as defined below) approximate their respective fair values due to their relative short maturities.

As of March 31, 2024 and December 31, 2023, 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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net (loss) income	$ (26,817)	$ 50,754
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	904	578
Share-based compensation expense	10,088	8,182
Foreign currency translation loss	53	160
Gain on debt extinguishment		(33,953)
Other non-cash expenses		502
Changes in assets and liabilities:
Accounts receivable	5,007	(89,719)
Prepaid expense and other assets	2,186	4,549
Right-of-use assets	1,823	988
Accounts payable	3,865	11,788
Accrued liabilities	2,339	986
Deferred revenue	(4,014)	10,343
Lease liabilities	(991)	(1,029)
Net cash used in operating activities	(5,557)	(35,871)
Investing activities
Acquisition of property and equipment	(240)	(691)
Net cash used in investing activities	(240)	(691)
Financing activities
Proceeds from exercise of stock options	2,188
Payments on debt obligations		(27,364)
Net cash provided by (used in) financing activities	2,188	(27,364)
Net decrease in cash, cash equivalents and restricted cash	(3,609)	(63,926)
Cash, cash equivalents and restricted cash at beginning of the period	348,890	393,977
Cash, cash equivalents and restricted cash at end of the period	345,281	330,051
Supplemental disclosure of cash flow information
Cash paid for interest		2,102
Non-cash investing activities
Non-cash asset disposal	473
Right-of-use assets acquired through operating leases	$ 2,736
Purchase of property and equipment in accounts payable and accrued expenses		$ 107

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, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 288,396	$ 292,005	$ 327,935
Restricted cash	55,000
Non-current restricted cash	1,885	1,885	2,116
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 345,281	$ 348,890	$ 330,051	$ 393,977

Revenue - Summary of Changes in Balances of Receivables and Contract Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Accounts receivable, Balance	$ 32,064
Additions	34,068
Deductions	(39,075)
Accounts receivable, Balance	27,057
Deferred revenue, Balance	87,325
Additions	33,998
Deductions	(38,012)
Deferred revenue, Balance	$ 83,311

Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	$ 10,088	$ 8,182
Research and Development [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	4,803	3,508
General and Administrative [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expenses	$ 5,285	$ 4,674

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Commitments and Contingencies - Remaining Payments of Operating Lease Liability (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2024	$ 4,257
2025	5,019
2026	5,274
Thereafter	23,703
Total remaining lease payments	38,253
Less: imputed interest	(6,331)
Total operating lease liabilities	$ 31,922
Weighted-average remaining lease term	7 years 8 months 12 days
Weighted-average discount rate	4.80%

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, 2022	$ 270,312	$ 27	$ 608,426	$ (338,141)
Balance (in shares) at Dec. 31, 2022		26,555
Net Income (Loss)	50,754			50,754
Share-based compensation expense	8,182		8,182
Balance at Mar. 31, 2023	329,248	$ 27	616,608	(287,387)
Balance (in shares) at Mar. 31, 2023		26,555
Balance at Dec. 31, 2023	278,513	$ 27	646,352	(367,866)
Balance (in shares) at Dec. 31, 2023		26,828
Net Income (Loss)	(26,817)			(26,817)
Share-based compensation expense	10,088		10,088
Issuance of common stock upon exercise of stock options	2,188		2,188
Issuance of common stock upon exercise of stock options (in shares)		89
Balance at Mar. 31, 2024	$ 263,972	$ 27	$ 658,628	$ (394,683)
Balance (in shares) at Mar. 31, 2024		26,917

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Balance Sheet Details (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization	$ 904	$ 578

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9. Commitments and Contingencies

Cystic Fibrosis Foundation Agreement

On September 25, 2023, the Company amended its Development Program Letter Agreement, dated May 16, 2017 and as amended July 13, 2018 and August 1, 2019, with the Cystic Fibrosis Foundation (“CFF”). Pursuant to the amendment, CFF increased the amount it will award to advance LUNAR-CF to $24.6 million from approximately $15.6 million and the Company agreed to incur at least $15.0 million toward activities under the research plan. For the three months ended March 31, 2024 and 2023, the Company recognized no contra expense related to CFF. As of March 31, 2024 and December 31, 2023, $7.6 million was included in accrued liabilities.

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 $0.1 million. In March 2024, the Company negotiated with the lessor to extend the lease through March 2027.

The Company entered into an irrevocable standby letter of credit with the landlord for a security deposit of $0.1 million upon executing the lease which is included (along with additional funds required to secure the letter of credit) in the balance of non-current restricted cash.

In February 2020, the Company entered into a second 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 January 2024, the Company vacated the office space, and has no intention of operating out of this location in the future. Arcturus is currently engaged in a lease for this property through March 31, 2025. It is obligated to continue to make the remaining payments per the lease agreement through the end of the term. As such, the Company recorded an impairment loss in the amount of $1.3 million during the three months ended March 31, 2024, as it will not receive any future economic benefits from the lease.

In September 2021, the Company entered into a third non-cancellable lease agreement for office, research and development, engineering and laboratory space near its current headquarters and lease term commenced during the second quarter of 2022. The initial term of the lease extends ten years and eight months from the date of possession, and the Company has the right to extend the term of the lease for an additional five-year period. When the lease term was determined for the operating lease right-of-use assets and lease liabilities, the extension option for the lease was not included. The lease has a monthly base rent ranging from $0.3 million to $0.4 million which escalates over the lease term. The Company received a free rent period of four months and also pays for various operating costs, including utilities and real property taxes. The Company entered into an irrevocable standby letter of credit with the landlord for a security deposit of $2.0 million upon executing the lease which is included (along with additional funds required to secure the letter of credit) in the balance of non-current restricted cash.

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, 2024, the remaining payments of the operating lease liability were as follows:


(in thousands)	Remaining Lease Payments
2024	$	4,257
2025		5,019
2026		5,274
Thereafter		23,703
Total remaining lease payments		38,253
Less: imputed interest		(6,331	)
Total operating lease liabilities	$	31,922
Weighted-average remaining lease term		7.7
Weighted-average discount rate		4.8	%

Operating lease costs consist of the fixed lease payments included in operating lease liability and are recorded on a straight-line basis over the lease terms. Operating lease costs were $1.4 million for the three months ended March 31, 2024 and $1.4 million for the three months ended March 31, 2023, respectively.

Revenue

3 Months Ended

Mar. 31, 2024

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, product revenue and government grant agreements. Under these arrangements, the Company is entitled to receive license fees, consulting fees, product fees, technological transfer fees, upfront payments, milestone payments if and when certain research and development milestones, technology transfer milestones or success-based milestones are achieved, royalties on approved product sales and reimbursement for research and development activities. 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.


(in thousands)	December 31, 2023		Additions		Deductions			March 31, 2024
Contract Assets:
Accounts receivable	$	32,064	$	34,068	$	(39,075	)	$	27,057
Contract Liabilities:
Deferred revenue	$	87,325	$	33,998	$	(38,012	)	$	83,311

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


	For the Three Months Ended March 31,
(in thousands)	2024		2023
Collaboration Revenue:
CSL Seqirus	$	32,381	$	78,218
Janssen		—		491
Other collaboration revenue		217		1,020
Total collaboration revenue	$	32,598	$	79,729
Grant revenue:
BARDA	$	5,414	$	556
Total grant revenue	$	5,414	$	556

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

CSL Seqirus

On November 1, 2022, the Company entered into a Collaboration and License Agreement (as amended, the “CSL Collaboration Agreement”) with Seqirus, Inc., a part of CSL Limited (“CSL Seqirus”), for the global exclusive rights to research, develop, manufacture, and commercialize vaccines. Under the terms of the CSL Collaboration Agreement, the Company provides CSL Seqirus with an exclusive global license to its mRNA technology (including STARR®) and LUNAR® lipid-mediated delivery, along with mRNA drug substance and drug product manufacturing process. CSL Seqirus will lead development and commercialization of vaccines under the collaboration. The collaboration plans to advance vaccines against SARS-CoV-2 (COVID-19), influenza, pandemic preparedness as well as three other respiratory infectious diseases.

The Company received a $200.0 million upfront payment and is eligible to receive over $1.3 billion in development milestones if all products are registered in the licensed fields and entitled to potentially receive up to $3.0 billion in commercial milestones based on “net sale” of vaccines in the various fields. In addition, the Company is eligible to receive a 40% net profit share for COVID-19 vaccine products and up to low double-digit royalties for vaccines against flu, pandemic preparedness and three other respiratory pathogens. During the first quarter of 2024, the Company achieved a $19.2 million development milestone related to the CSL Collaboration Agreement which was included in accounts receivable as of March 31, 2024.

In evaluating the CSL Collaboration Agreement in accordance with ASC 606, the Company concluded that CSL Seqirus is a customer. The Company identified all promised goods/services within the CSL Collaboration Agreement, and when combining certain promised goods/services, the Company concluded that there are five distinct performance obligations. The nature of the performance obligations consists of delivery of the vaccine license, research and development services for COVID and non-COVID vaccines and regulatory activities for COVID vaccines. For each performance obligation, the Company estimated the standalone selling price based on 1) in the case of the license, the fair value using costs to recreate plus margin method and 2) in the case of research and development services and regulatory activities, cost plus margin for estimated full-time equivalent (“FTE”) costs, direct costs including laboratory supplies, contractors, and other out-of-pocket expenses for research and development services and regulatory activities.

As of March 31, 2024, the transaction price consisted of upfront consideration received and milestones achieved. Additional variable consideration was not included in the transaction price at March 31, 2024 because the Company could not conclude that it is probable that including the variable consideration will not result in a significant revenue reversal.

The Company allocated the transaction price to the performance obligations in proportion to their standalone selling price. The vaccine license was recognized at the point in time it was transferred in 2022. The research and development and regulatory activities performance obligations are recognized over a period of time based on the percentage of services rendered using the input method, meaning actual costs incurred divided by total costs budgeted to satisfy the performance obligation. Any consideration related to sales-based royalties will be recognized when the amounts are probable of non-reversal, provided that the reported sales are reliably measurable and the Company has no remaining promised goods/services, as they are constrained and therefore have also been excluded from the transaction price. The revenue recognized in the first quarter of 2024 relates to the license delivered, milestones achieved and services performed through March 31, 2024.

Total deferred revenue as of March 31, 2024 and December 31, 2023 for the CSL Collaboration Agreement was $83.3 million and $87.1 million, respectively.

During 2023, the Company also received an advance payment of $23.6 million for the manufacturing and supply of ARCT-154 drug product. The advance payment was for specified manufacturing runs of ARCT-154 which include the drug substance utilized, as well as the reservation fees and related manufacturing requirements. The Company concluded that the promise to manufacture and supply ARCT-154 drug product is a customer option as part of the CSL Collaboration Agreement and is accounted for as a separate contract. Approximately $18.8 million remained in deferred revenue as of March 31, 2024 and will be recognized as revenue when the drug product is transferred to CSL Seqirus.

During 2023, the Company entered into an amendment to the CSL Collaboration Agreement, pursuant to which the Company agreed to sponsor and conduct a Phase I clinical study in the influenza field. As part of the amendment, the Company received $17.5 million from CSL Seqirus. The amendment also provides for up to $1.5 million in additional payments which are achievable upon meeting certain clinical milestones relating to the Phase I clinical study in the influenza field. The Company previously concluded that the expansion of research and development support services under the CSL Collaboration Agreement represented an option that was not a material right. Therefore the Company concluded the promise to sponsor and conduct the Phase I clinical study is a separate contract and the sole performance obligation under the new arrangement. During the quarter ended March 31, 2024, the Company recognized $2.2 million related to the performance obligation and the remaining amount of $12.9 million is included in deferred revenue.

During the fourth quarter of 2023, the Company received an advance payment of $5.3 million from CSL Seqirus for manufacturing activities related to COVID-19 vaccine product. During the first quarter of 2024, the Company received an additional advance payment of $5.1 million from CSL Seqirus for manufacturing activities related to COVID-19 vaccine product. The Company

concluded that the promise to perform manufacturing activities is a customer option as part of the CSL Collaboration Agreement and is accounted for as a separate contract. The advance payments are included in deferred revenue as of March 31, 2024 and will be recognized as revenue when the vaccine product is transferred to CSL Seqirus.

In March 2024, the Company entered into an amendment to the CSL Collaboration Agreement, pursuant to which the parties agreed to, among other things, adjust (i) the development plans for certain product candidates, (ii) various development milestones related to such product candidates, (iii) provisions of the CSL Collaboration Agreement related to specific royalty payments, (iii) provisions of the CSL Collaboration Agreement related to distributors, and (iv) proprietary payment calculations related to the foregoing.

BARDA Grant

In August 2022, the Company entered into a cost reimbursement contract with the Biomedical Advanced Research and Development Authority ("BARDA"), a division of the Office of the Assistant Secretary for Preparedness and Response (ASPR) within the U.S. Department of Health and Human Services (HHS) for an award of up to $63.2 million for the development of a pandemic influenza vaccine using the Company's STARR® self-amplifying mRNA vaccine platform technology. The Company earns grant revenue for performing tasks under the agreement.

The Company determined that the agreement with BARDA is not in the scope of ASC 808 or ASC 606. Applying International Accounting Standards No. 20 ("IAS 20"), Accounting for Government Grants and Disclosure of Government Assistance, by analogy, the Company recognizes grant revenue from the reimbursement of direct out-of-pocket expenses, overhead allocations and fringe benefits for research costs associated with the grant. The costs associated with these reimbursements are reflected as a component of research and development expense in the Company’s condensed consolidated statements of operations and comprehensive income (loss).

The Company recognized $5.5 million and $0.6 million of revenue during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the remaining available funding net of revenue earned was $48.4 million.

- 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
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Paragraph 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) Segment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Apr. 21, 2023 USD ($)	Dec. 31, 2022 USD ($)	Nov. 07, 2020 SGD ($)	Nov. 07, 2020 USD ($)
Summary Of Significant Accounting Policy [Line Items]
Accumulated deficit	$ 394,683,000		$ 367,866,000
Cash and cash equivalents, including restricted cash	$ 345,281,000	$ 330,051,000	348,890,000		$ 393,977,000
Number of operating segment for research and development \| Segment	1
Non-current restricted cash	$ 1,885,000	2,116,000	$ 1,885,000
Dividends declared or paid	0	$ 0
Wells Fargo Credit Agreement [Member]
Summary Of Significant Accounting Policy [Line Items]
Debt instrument, collateral amount	$ 55,000,000			$ 55,000,000
Singapore Economic Development Board [Member]
Summary Of Significant Accounting Policy [Line Items]
Term loan						$ 62.1	$ 46,600,000

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
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	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		26,931,826
Document Quarterly Report	true
Document Transition Report	false

Share-Based Compensation Expense (Details Textual) - shares	Mar. 31, 2024	Jun. 30, 2022	Apr. 30, 2022	Oct. 15, 2021
2019 Omnibus Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation number of shares authorized		3,750,000
2019 Omnibus Equity Incentive Plan [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation number of shares authorized		8,750,000
2019 Omnibus Equity Incentive Plan [Member] \| Employee Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	379,084
2021 Inducement Equity Incentive Plan [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
2021 Inducement Equity Incentive Plan [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available				1,000,000
2021 Inducement Equity Incentive Plan [Member] \| Employee Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	124,697

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 288,396	$ 292,005
Restricted cash	55,000	55,000
Accounts receivable	27,057	32,064
Prepaid expenses and other current assets	5,335	7,521
Total current assets	375,788	386,590
Property and equipment, net	11,763	12,427
Operating lease right-of-use asset, net	29,413	28,500
Non-current restricted cash	1,885	1,885
Total assets	418,849	429,402
Current liabilities:
Accounts payable	9,144	5,279
Accrued liabilities	34,770	31,881
Deferred revenue	71,516	44,829
Total current liabilities	115,430	81,989
Deferred revenue, net of current portion	11,795	42,496
Operating lease liability, net of current portion	27,652	25,907
Other non-current liabilities		497
Total liabilities	154,877	150,889
Stockholders’ equity
Common stock, $0.001 par value; 60,000 shares authorized; issued and outstanding shares were 26,917 at March 31, 2024 and 26,828 at December 31, 2023	27	27
Additional paid-in capital	658,628	646,352
Accumulated deficit	(394,683)	(367,866)
Total stockholders’ equity	263,972	278,513
Total liabilities and stockholders’ equity	$ 418,849	$ 429,402