10-Q: Arcturus Q3: Revenue Drops, FDA Delays COVID-19 Vaccine BLA
Quarterly Report
Arcturus Therapeutics reported a significant revenue decline in Q3 2025, primarily due to its COVID-19 vaccine transitioning to commercial phase, while facing an FDA delay for its KOSTAIVE BLA submission and ongoing material weakness in internal controls.
Summary
- Total revenue for the three months ended September 30, 2025, decreased by 59% to $17.151 million from $41.673 million in the prior year period.
- Total revenue for the nine months ended September 30, 2025, decreased by 42% to $74.835 million from $129.544 million in the prior year period.
- Net loss for the three months ended September 30, 2025, increased to $(13.448) million from $(6.903) million in the prior year period.
- Net loss for the nine months ended September 30, 2025, improved to $(36.704) million from $(50.936) million in the prior year period.
- Research and development expenses decreased by 41% to $23.265 million for the three months and 42% to $87.736 million for the nine months ended September 30, 2025, primarily due to the LUNAR-COVID program transitioning to commercial phase.
- General and administrative expenses decreased by 22% to $10.398 million for the three months and 21% to $32.052 million for the nine months ended September 30, 2025, mainly due to reduced share-based compensation and headcount.
- Cash, cash equivalents, and restricted cash totaled $237.2 million as of September 30, 2025.
- The FDA requested a delay in the Biologics License Application (BLA) submission for KOSTAIVE (COVID-19 vaccine) and now requires additional clinical endpoint efficacy study data for a single-dose indication.
- KOSTAIVE (ARCT-154) received marketing authorization in Europe in February 2025 and an updated JN.1 variant XEC version was launched in Japan in August 2025.
- Interim Phase 2 results for LUNAR-CF (ARCT-032) showed reductions in mucus burden in four of six Class I CF participants, with the treatment generally safe and well tolerated.
- Positive multiple dosing data from two Phase 2 studies for LUNAR-OTC (ARCT-810) demonstrated significantly decreased glutamine levels and increased relative ureagenesis function (RUF), with two of three participants achieving clinically meaningful improvement.
- A material weakness in internal control over financial reporting related to information technology general controls (ITGCs) continues to exist as of September 30, 2025.
Sentiment
Score: 4
Explanation: While there are positive clinical developments and regulatory approvals in Japan and Europe for KOSTAIVE, the substantial revenue decline, increased quarterly net loss, and critical FDA delay for the U.S. BLA submission for KOSTAIVE, coupled with an ongoing material weakness in internal controls, present significant near-term challenges and uncertainties. The long-term potential of the mRNA platform remains, but execution risks are elevated.
Positives
- KOSTAIVE (ARCT-154) received marketing authorization approval in Europe in February 2025, expanding its commercial reach beyond Japan.
- Meiji Seika Pharma launched an updated JN.1 variant XEC version of KOSTAIVE in Japan in August 2025, demonstrating continued product development and commercialization.
- Interim Phase 2 results for LUNAR-CF (ARCT-032) showed reductions in mucus burden in four of six Class I CF adults, indicating potential efficacy for a rare disease with unmet needs.
- LUNAR-OTC (ARCT-810) Phase 2 studies demonstrated positive multiple dosing data, including significantly decreased glutamine levels and a statistically significant increase in relative ureagenesis function (RUF), with two of three participants achieving clinically meaningful improvement.
- The LUNAR-H5N1 program received FDA Fast Track Designation for ARCT-2304 in April 2025, which could expedite its development and review process.
- Net loss for the nine months ended September 30, 2025, improved to $(36.704) million compared to $(50.936) million in the prior year period.
- Operating expenses decreased significantly, with R&D down 42% and G&A down 21% for the nine months ended September 30, 2025, reflecting cost management as programs mature.
Negatives
- Total revenue for the three months ended September 30, 2025, decreased by 59% to $17.151 million from $41.673 million in the prior year period.
- Total revenue for the nine months ended September 30, 2025, decreased by 42% to $74.835 million from $129.544 million in the prior year period, primarily due to lower CSL collaboration revenue as KOSTAIVE transitions from development to commercial phase.
- Net loss for the three months ended September 30, 2025, increased to $(13.448) million from $(6.903) million in the prior year period.
- The FDA requested a delay in the Biologics License Application (BLA) submission for KOSTAIVE and now requires additional data from a clinical endpoint efficacy study for a single-dose indication, potentially delaying U.S. market entry.
- A material weakness in internal control over financial reporting related to information technology general controls (ITGCs) continues to exist as of September 30, 2025, indicating ongoing control deficiencies.
- Cash and cash equivalents decreased to $180.360 million as of September 30, 2025, from $237.028 million as of December 31, 2024.
- Finance income, net decreased for both the three and nine months ended September 30, 2025, primarily due to lower interest rates and a reduced cash balance.
Risks
- A prolonged U.S. federal government shutdown could materially and adversely affect business, operations, and legal proceedings, including delays in regulatory reviews (SEC, FDA, HHS, USPTO) and federal court operations.
- The ongoing lawsuit alleging trade secret misappropriation and breach of contract against AbbVie Inc., Capstan Therapeutics, Inc., and other defendants is inherently uncertain, time-consuming, and costly, potentially resulting in adverse rulings, monetary judgments, or diversion of management attention.
- CSL Limited's potential separation or spin-off of CSL Seqirus could disrupt the collaboration agreement, leading to shifting strategic priorities, reduced access to resources, or impaired ability to satisfy funding and commercialization obligations.
- The company expects to continue incurring additional losses in the long term and will require additional capital through equity/debt financings or partnerships to fund operations and development.
- Inability to raise additional capital on acceptable terms could force the company to scale back or discontinue programs, reduce headcount, or cease operations.
- Future capital requirements are difficult to forecast and depend on factors such as development of vaccine candidates, achievement of milestones, manufacturing network expansion, regulatory approvals, hiring, IP costs, and potential litigation.
- The effectiveness of disclosure controls and procedures was not effective as of September 30, 2025, due to a material weakness in internal control over financial reporting related to ITGCs.
Future Outlook
The company anticipates continued losses for the foreseeable future, expecting them to increase as product candidates advance through development and regulatory approvals towards commercialization. Future profitability is contingent on regulatory approvals and sales of KOSTAIVE, achieving milestones in the CSL Collaboration Agreement, and developing other successful mRNA drug and vaccine candidates. Current cash is believed to be sufficient for at least the next twelve months, assuming no unforeseen expenses and continued partner funding, but additional capital will be required long-term through equity/debt financings or partnerships.
Management Comments
- "We are a commercial messenger RNA medicines company focused on the development of liver and respiratory rare disease therapeutics and infectious disease vaccines."
- "KOSTAIVE achieved approval in Japan in 2023 as a vaccine against COVID-19. Sales of KOSTAIVE began in Japan in October 2024, marking our transition to a commercial stage company."
- "The approval of KOSTAIVE in Europe, as well as the approval in Japan, are significant milestones, which further validate our LUNAR and STARR platforms, as well as sa-mRNA more generally as a meaningful modality."
- "Management does not believe that the deficiencies [material weakness in ITGCs] had an adverse effect on our reported operating results or financial condition, and management has determined that the financial statements and other information included in this report and other periodic filings present fairly in all material respects our financial condition and results of operations at and for the periods presented."
- "We expect to continue to incur additional losses in the long term, and we will need to execute on the additional milestones within the CSL Collaboration Agreement, raise additional debt or equity financing or enter into additional partnerships to fund development."
- "We believe that our current cash position will be sufficient to meet our anticipated cash requirements through at least the next twelve months, assuming, among other things, no significant unforeseen expenses and continued funding from partners at anticipated levels."
Industry Context
Arcturus Therapeutics operates in the highly competitive and rapidly evolving mRNA therapeutics and vaccine industry. The approval of KOSTAIVE in Japan and Europe positions it as a pioneer with the world's first approved self-amplifying mRNA vaccine, a significant validation of its STARR and LUNAR platforms. However, the FDA's request for additional clinical endpoint efficacy data for the KOSTAIVE BLA in the U.S. highlights the stringent and dynamic regulatory landscape for novel vaccine technologies, potentially creating a competitive disadvantage against established or faster-moving competitors in the crucial U.S. market. The company's diversified pipeline in rare diseases (CF, OTC deficiency) and other infectious diseases (influenza, H5N1) demonstrates a strategy to leverage its core mRNA technology beyond COVID-19, aligning with broader industry trends of expanding mRNA applications. The Fast Track Designation for ARCT-2304 (H5N1) indicates recognition of its potential to address significant global health risks, a key focus for public health and biopharmaceutical investment.
Comparison to Industry Standards
- KOSTAIVE (ARCT-154) is the world's first approved and commercially available self-amplifying RNA (sa-mRNA) vaccine, differentiating it from conventional mRNA vaccines like those from Pfizer-BioNTech (Comirnaty) and Moderna (Spikevax) which are not self-amplifying. This positions Arcturus as a leader in a next-generation mRNA technology.
- The manuscript "A second-generation, self-amplifying COVID-19 Vaccine: Worlds first approval and distribution in the Japanese market with vaccine hesitancy" positions KOSTAIVE as a second-generation mRNA vaccine, differentiating it based on effective dose, durability, and breadth of immune response compared to first-generation mRNA vaccines.
- In the seasonal influenza program, ARCT-2138 demonstrated immunogenicity in both young and older adults with doses as low as 2g, and HAand NA-specific antibodies showed good persistence within 6 months post-vaccination. Higher doses (12g and 20g) tended to be more reactogenic than comparator licensed influenza vaccines, suggesting a trade-off between efficacy and tolerability that is common in vaccine development.
- For the LUNAR-H5N1 program, ARCT-2304 in dose levels 5g and 12g (2 doses administered 4 or 8 weeks apart) and 1.5g (2 doses administered 8 weeks apart) induced a hemagglutinin-specific immune response similar to or higher than that after the MF59-adjuvanted pandemic vaccine, indicating competitive or superior immunogenicity against a recognized benchmark.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Plan Amendment | Stockholders approved an amendment to the 2019 Omnibus Equity Incentive Plan, increasing the aggregate number of shares authorized for awards by 2,000,000 shares, for a total of up to 10,750,000 shares available for issuance. | June 2024 | Increases the pool of shares available for employee and director compensation, potentially impacting dilution but also serving as an incentive for talent retention and acquisition. |
| Internal Control Deficiency | Management concluded that disclosure controls and procedures were not effective as of September 30, 2025, due to a material weakness in internal control over financial reporting related to information technology general controls (ITGCs). | September 30, 2025 | Indicates a risk of material misstatement in financial reporting not being prevented or detected on a timely basis, though management believes it did not adversely affect reported results. Remediation efforts are ongoing. |
Legal Proceedings
- Filed a lawsuit on September 23, 2025, in the United States District Court for the Southern District of California against AbbVie Inc., Capstan Therapeutics, Inc., and other defendants, asserting claims for trade secret misappropriation and breach of contract. The defendants' current deadline to respond is December 1, 2025.
- The company may be involved in various other legal proceedings and subject to claims that arise in the ordinary course of business, including governmental inquiries, intellectual property, and commercial relationships.
Related Party Transactions
- Equity-method investment in ARCALIS, Inc., a joint venture with Axcelead, Inc. The carrying value of this investment remained at zero as of September 30, 2025.
Stakeholder Impact
- Shareholders: Potential for dilution from future capital raises (equity financing) and ongoing losses. Share price could be negatively impacted by the FDA BLA delay, the material weakness in internal controls, and the uncertainty of the trade secret lawsuit. Positive clinical data for ARCT-032 and ARCT-810, and European/Japanese approvals for KOSTAIVE, offer long-term value potential.
- Employees: Reduced payroll and benefits costs due to lower share-based compensation and headcount reductions. The ongoing material weakness in ITGCs and remediation efforts may impact internal processes.
- Customers/Partners (CSL Seqirus, Meiji): Continued collaboration on vaccine development and commercialization. The FDA BLA delay for KOSTAIVE in the U.S. could impact CSL Seqirus's commercialization strategy and potential milestone payments.
- Regulatory Authorities (FDA, EMA, MHRA): Ongoing interactions for product approvals and clinical trial oversight. The FDA's new requirements for KOSTAIVE BLA highlight increased scrutiny.
- Creditors (Wells Fargo): The company maintains a $50.0 million revolving credit line with Wells Fargo, collateralized by $55.0 million in restricted cash. No amounts were drawn in Q3 2025, indicating prudent management of the facility.
Next Steps
- Evaluate the FDA's new requirements for the KOSTAIVE BLA submission with CSL Seqirus.
- Continue enrollment and dose escalation in the third cohort of the Phase 2 CF study (ARCT-032) at 15 mg daily over 28 days.
- Continue enrolling participants in the U.S. Phase 2 open-label study for LUNAR-OTC (ARCT-810).
- Monitor the expected approval of the Marketing Authorization Application (MAA) for KOSTAIVE in the UK in the first quarter of 2026.
- Continue remediation efforts for the material weakness in internal control over financial reporting, with completion expected in fiscal year 2025.
- Respond to the trade secret misappropriation and breach of contract lawsuit filed against AbbVie Inc., Capstan Therapeutics, Inc., and other defendants by December 1, 2025.
- Seek additional capital through equity and/or debt financings, collaborative arrangements, or other sources as needed to fund long-term operations and development.
Key Dates
| Date | Description |
|---|---|
| May 16, 2017 | Original Development Program Letter Agreement with Cystic Fibrosis Foundation (CFF). |
| October 24, 2017 | Effective date of Research and Exclusive License Agreement with Synthetic Genomics, Inc. |
| October 26, 2015 | Research Collaboration and License Agreement with Ultragenyx Pharmaceutical Inc. entered into. |
| October 2017 | Entered into a non-cancellable operating lease agreement for office space, commencing March 2018. |
| January 1, 2018 | Development and Option Agreement with CureVac AG dated. |
| February 11, 2019 | Share Exchange Agreement with Arcturus Therapeutics Ltd. |
| August 1, 2019 | Amendment No. 2 to Letter Agreement with Cystic Fibrosis Foundation. |
| February 2020 | Entered into a second non-cancellable operating lease agreement for office space. |
| March 2020 | Became a clinical stage company with IND for OTC deficiency and CTA for LUNAR-COV19 approved. |
| February 2021 | Opted to extend the second office lease through March 2025. |
| October 15, 2021 | Effective date of the 2021 Inducement Equity Incentive Plan. |
| August 31, 2022 | Entered into a cost reimbursement contract (BARDA Contract) with Biomedical Advanced Research and Development Authority. |
| November 1, 2022 | Entered into Collaboration and License Agreement with CSL Seqirus. |
| December 23, 2022 | Entered into Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC. |
| April 21, 2023 | Arcturus Therapeutics, Inc. entered into a credit agreement with Wells Fargo Bank for a $50.0 million revolving credit line. |
| August 3, 2023 | Amendment Number One to Collaboration and License Agreement with Seqirus Inc. |
| August 7, 2023 | Amended the Controlled Equity Offering Sales Agreement to include William Blair & Company, L.L.C. |
| September 25, 2023 | Amended Development Program Letter Agreement with Cystic Fibrosis Foundation, increasing award to $24.6 million. |
| November 2023 | KOSTAIVE received marketing authorization approval from the Japanese Ministry of Health, Labour and Welfare. |
| December 2023 | FASB issued ASU 2023-09, effective for the company in fiscal year 2025. |
| December 12, 2024 | Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) adopted a positive opinion for KOSTAIVE. |
| January 2024 | Vacated one office space with no intention of future operation from that location. |
| March 2024 | Negotiated with lessor to extend one office lease through March 2027. |
| March 29, 2024 | Amendment Number Two to Collaboration and License Agreement with Seqirus Inc. |
| June 2024 | Stockholders approved amendment to 2019 Omnibus Equity Incentive Plan, increasing authorized shares by 2,000,000. |
| June 26, 2024 | Amendment No. 1 to Wells Fargo Loan, extending term by one year to April 2026. |
| July 2024 | Terminated existing lease agreement for vacated office space. |
| August 2024 | Completed dosing and follow-up visits for seven CF participants in Phase 1b clinical study of ARCT-032. |
| August 2024 | U.S. IND including the ongoing Phase 2 protocol for LUNAR-CF (ARCT-032) was allowed to proceed. |
| September 2024 | KOSTAIVE became the world's first approved and commercially available self-amplifying RNA (sa-mRNA) vaccine. |
| October 2024 | Commercial sales of KOSTAIVE began in Japan. |
| December 2024 | Initiated dosing in the Phase 2 study of ARCT-032 for CF in the U.S. |
| February 2025 | European Commission granted marketing authorization for KOSTAIVE (ARCT-154) for individuals 18 years of age and older. |
| April 2025 | FDA granted Fast Track Designation for ARCT-2304 (LUNAR-H5N1 program). |
| June 2025 | CSL Seqirus submitted a marketing authorization application (MAA) to the UK MHRA for KOSTAIVE. |
| June 30, 2025 | Announced positive multiple dosing data of ARCT-810 from two Phase 2 studies. |
| July 4, 2025 | The One Big Beautiful Bill Act (OBBBA) was signed into law, enacting significant changes to U.S. tax laws. |
| July 2025 | Published manuscript 'Immunogenicity of ARCT-154, a self-amplifying mRNA COVID-19 vaccine, in different booster settings'. |
| July 2025 | Researcher from Tokyo University published manuscript 'A second-generation, self-amplifying COVID-19 Vaccine: Worlds first approval and distribution in the Japanese market with vaccine hesitancy'. |
| August 2025 | Published manuscript 'Immunogenicity and Safety of Self-Amplifying mRNA COVID-19 Vaccine (ARCT-2303), With or Without Co-Administration of Seasonal Inactivated Influenza Vaccine in Adults: a Phase 3, Randomised, Controlled, Observer-blind, Multicentre Study'. |
| August 2025 | Meiji announced manufacturing and marketing approval in Japan for a new presentation of KOSTAIVE against the SARS-CoV-2 Omicron sub lineage JN.1 variant XEC. |
| September 5, 2025 | FDA requested the company delay its Biologics License Application (BLA) submission for KOSTAIVE. |
| September 23, 2025 | Filed a lawsuit against AbbVie Inc., Capstan Therapeutics, Inc., and other defendants for trade secret misappropriation and breach of contract. |
| September 2025 | Released interim results from Phase 1 study of ARCT-2304 (H5N1 vaccine candidate). |
| September 30, 2025 | End of the quarterly reporting period. |
| October 1, 2025 | U.S. federal government shutdown began. |
| October 14, 2025 | FDA informed the company that additional clinical endpoint efficacy study data will be needed for KOSTAIVE BLA. |
| October 21, 2025 | Announced interim results from the ongoing Phase 2 clinical trial of ARCT-032 for CF. |
| November 5, 2025 | Registrant had 28,412,537 shares of voting common stock outstanding. |
| November 6, 2025 | Changed corporate headquarters to consolidate administrative operations. |
| December 1, 2025 | Defendants' current deadline to respond to the trade secret lawsuit complaint. |
| Q1 2026 | Expected approval of Marketing Authorization Application (MAA) for KOSTAIVE in the UK. |
| December 15, 2026 | Effective date for ASU 2024-03 for annual reporting periods. |
| December 15, 2027 | Effective date for ASU 2024-03 for interim reporting periods. |
Recommendation
holdThe filing presents a mixed bag of significant developments. On one hand, the company achieved key regulatory approvals for KOSTAIVE in Europe and launched an updated version in Japan, validating its core mRNA platform and transitioning to a commercial stage. Positive interim clinical data for ARCT-032 (CF) and ARCT-810 (OTC deficiency) also demonstrate pipeline progress. However, the substantial revenue decline, increased quarterly net loss, and critically, the FDA's unexpected delay and demand for additional clinical endpoint efficacy data for the KOSTAIVE BLA in the U.S., introduce considerable uncertainty and push back a major market entry. The persistent material weakness in internal controls is also a concern. Given the strong platform validation and pipeline progress offset by significant near-term financial headwinds and regulatory setbacks in a key market, a 'hold' recommendation is appropriate. Investors should monitor the FDA's new requirements, the progress of the trade secret lawsuit, and the company's ability to secure additional financing to fund its long-term development.
Keywords
mRNA medicines, self-amplifying mRNA, sa-mRNA, LUNAR delivery system, KOSTAIVE, ARCT-154, COVID-19 vaccine, Cystic Fibrosis, ARCT-032, Ornithine Transcarbamylase Deficiency, ARCT-810, Influenza vaccine, H5N1 influenza, ARCT-2304, CSL Seqirus, BARDA, FDA BLA delay, Biotechnology, Pharmaceuticals, Rare disease therapeutics, Infectious disease vaccines, Clinical trials, Regulatory approval, Financial results, SEC filing, 10-Q
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