UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20212022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from to
Commission File Number: 001-39186
ARCUTIS BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
81-2974255
(I.R.S. Employer Identification Number)
3027 Townsgate Road Suite 300
Westlake Village, California
(Address of Principal Executive Offices)
91361
(Zip Code)
(805) 418-5006
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.0001ARQTThe Nasdaq Global Select Market
Securities registered pursuant to section 12(g) of the Act: None
Indicate by a check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
As of June 30, 2021,2022, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $1,082,483,639,$878,402,846, based on the closing price of the registrant's common stock as reported on The Nasdaq Global Select Market.
The number of shares of the registrant’s Common Stock outstanding as of February 16, 202224, 2023 was 50,380,254.61,082,872.


DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant’s Proxy Statement for the registrant’s 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended December 31, 2021.2022.


EXPLANATORY NOTE
This Amendment No.1 (the “Amendment”) amends the Annual Report on Form 10-K of
Arcutis Biotherapeutics, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10‑K for the year ended December 31, 2021, as2022, which was originally filed with the Securities and Exchange Commission on February 22, 202228, 2023 (the “Form 10-K”10‑K”)., for the purpose of correcting inadvertent omissions pertaining to certain references to internal control over financial reporting that were required to be provided in the Section 302 Certifications of the Company’s principal executive officer and principal financial officer (the “Section 302 Certifications”) as filed with the Form 10-K. The Exhibits 31.1 and 31.2 filed with the Form 10-K inadvertently omitted from the Section 302 Certifications the introductory language in paragraph 4 that refers to the certifying officer’s responsibility for establishing and maintaining internal control over financial reporting for the Company. The Company hereby amends the Form 10-K by resubmitting the corrected versions of Exhibits 31.1 and 31.2 with this Amendment.

This Amendment is being filed fordoes not reflect events occurring after the sole purpose of correcting a reference to Arcutis Biotherapeutics, Inc. in the second sentence of the opening paragraph of the Opinion on Internal Control Over Financial Reporting of Ernst & Young LLP, the Company’s independent auditor, included in the Form 10-K under Item 9A. “Controls and Procedures.” Due to a clerical error, the sentence inadvertently referred to an incorrect company name.
This Amendment consists solely of the preceding cover page, this explanatory note, a replacement Item 9A. “Controls and Procedures,” which contains the corrected reference to Arcutis Biotherapeutics, Inc., a signature page, and an updated exhibit index included in Part IV, Item 15(b)filing of the Form 10-K solely to include new certifications pursuant to Section 30210‑K or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment speaks as of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15original filing date of the Securities Exchange Act of 1934, as amended. Except as otherwise expressly noted herein, this AmendmentForm 10‑K, and does not modify, amend or update any of the financial informationother item or any other information set forthdisclosures in the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K.10‑K.





ITEM 9A. CONTROLS AND PROCEDURESPART IV
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such required information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Management Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based our assessment on the criteria set forth in "Internal Control - Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of our assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2021. The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by an independent registered public accounting firm, as stated in their report included in Part IV Item 15, “Exhibits, Financial Statement Schedules” of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting during the year ended December 31, 2021 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls and Procedures
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Arcutis Biotherapeutics, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Arcutis Biotherapeutics, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)(the COSO criteria). In our opinion, Arcutis Biotherapeutics, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2021 and 2020, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 22, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP

Los Angeles, California
February 22, 2022






ITEM 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES
Item 15(b) of the Form 10-K is hereby amended solely to update the exhibit index with the new certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended.Certifications.
(b) Exhibits.
Exhibit
Number
Exhibit
Number
Description of DocumentIncorporated by Reference FormDateNumberFiled/Furnished HerewithExhibit
Number		Description of DocumentIncorporated by Reference FormDateNumberFiled/Furnished Herewith
3.13.1S-1/A1/21/203.23.110-Q5/12/203.1
3.23.2S-1/A1/21/203.43.210-Q5/12/203.2
4.14.1S-1/A1/21/204.14.1S-1/A1/21/204.1
4.2†4.2†S-1/A1/21/204.24.2†S-1/A1/21/204.2
4.34.310-K3/19/204.34.310-K3/19/204.3
10.1#10.1#S-11/6/2010.110.1#S-11/6/2010.1
10.2#10.2#S-11/6/2010.210.2#S-11/6/2010.2
10.3#10.3#S-1/A1/21/2010.310.3#S-1/A1/21/2010.3
10.4#10.4#S-1/A1/21/2010.410.4#S-1/A1/21/2010.4
10.5#10.5#10-K2/22/2210.510.5#10-K2/22/2210.5
10.6#10.6#S-1/A1/21/2010.510.6#S-1/A1/21/2010.5
10.7#10.7#S-1/A1/21/2010.610.7#S-1/A1/21/2010.6
10.8#10.8#S-1/A1/21/2010.710.8#S-1/A1/21/2010.7
10.9#10.9#S-1/A1/21/2010.810.9#S-1/A1/21/2010.8
10.10#10.10#S-1/A1/21/2010.910.10#S-1/A1/21/2010.9
10.11#10.11#S-1/A1/21/2010.1010.11#S-1/A1/21/2010.10
10.12#10.12#S-11/6/2010.1110.12#S-11/6/2010.11
10.13†^10.13†^S-11/6/2010.1210.13†^S-11/6/2010.12
10.14†^10.14†^S-11/6/2010.1310.14†^S-11/6/2010.13
10.15†^10.15†^S-11/6/2010.1410.15†^S-11/6/2010.14
10.16#10.16#S-11/6/2010.1510.16#S-11/6/2010.15
10.1710.17S-11/6/2010.1610.17S-11/6/2010.16
10.18#10.18#S-1/A1/21/2010.1710.18#S-1/A1/21/2010.17


10.19#10.19#S-1/A1/21/2010.1810.19#S-1/A1/21/2010.18
10.20#10.20#S-1/A1/21/2010.1910.20#S-1/A1/21/2010.19
10.21#10.21#S-1/A1/21/2010.2010.21#S-1/A1/21/2010.20
10.22#S-1/A1/21/2010.21
10.23#S-1/A1/21/2010.22
10.24#10-K2/16/2110.23
10.25#10-K2/16/2110.24
10.2210.22S-1/A1/21/2010.21
10.2310.23S-1/A1/21/2010.22
10.2410.2410-K2/16/2110.23
10.2510.2510-K2/16/2110.24
10.26†^10.26†^10-K2/16/2110.2510.26†^10-K2/16/2110.25
10.27†^10.27†^10-Q5/6/2110.110.27†^10-Q5/6/2110.1
10.28#10-Q5/6/2110.2
10.28†^10.28†^10-Q11/8/2210.2
10.2910.2910-Q5/6/2110.310.2910-Q5/6/2110.2
10.30†10-Q11/4/2110.1
10.31#10-K2/22/2210.31
10.32#10-K2/22/2210.32
10.33^10-K2/22/2210.33
10.3010.3010-Q5/6/2110.3
10.31†10.31†10-Q11/4/2110.1
10.3210.3210-K2/22/2210.31
10.3310.3310-K2/22/2210.32
10.34†10.34†10-Q11/8/2210.1
10.35^10.35^10-K2/28/2310.35
10.3610.3610-K2/28/2310.36
10.3710.3710-K2/28/2310.37
23.123.110-K2/22/2223.123.1
Consent of Independent Registered Public Accounting Firm. PCAOB ID: 42. Auditor Location: Los Angeles, California. Auditor Name: Ernst & Young LLP
10-K2/28/2310.38
24.124.110-K2/22/2224.124.110-K2/28/2310.39
31.131.110-K2/22/2231.131.1*
31.231.210-K2/22/2231.231.2*
31.3*
31.4*
32.132.110-K2/22/2232.132.110-K2/28/2332.1


101.INSInline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
101.SCHInline XBRL Taxonomy Extension Schema Document.*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
______________
*    Filed herewith.
†    Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
^    Registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
#    Indicates management contract or compensatory plan.




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrantregistrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K/Areport to be signed on its behalf by the undersigned, thereunto duly authorized.
ARCUTIS BIOTHERAPEUTICS, INC.
Date:March 03, 2022September 15, 2023By:/s/ Todd Franklin Watanabe
Todd Franklin Watanabe
President, Chief Executive Officer and Director
(Principal Executive Officer)

Date:March 03, 2022September 15, 2023By:/s/ Scott L. BurrowsJohn W. Smither
Scott L. BurrowsJohn W. Smither
Chief Financial Officer
(Principal Financial and Accounting Officer)