United States securities and exchange commission logo May 15, 2020 Joseph Payne Chief Executive Officer Arcturus Therapeutics Holdings Inc. 10628 Science Center Drive, Suite 250 San Diego, California 92121 Re: Arcturus Therapeutics Holdings Inc. Registration Statement on Form S-3 Filed May 8, 2020 File No. 333-238139 Dear Mr. Payne: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Courtney Lindsay at (202) 551-7237 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences