Current Report Filing (8-k)
August 10 2016 - 05:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 8, 2016
Arrowhead Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
0-21898
(Commission File Number)
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Delaware
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46-0408024
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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225 South Lake Avenue, Suite 1050, Pasadena, CA 91101
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (626) 304-3400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 3.02 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On August 8, 2016, Arrowhead Pharmaceuticals, Inc. (the Company) entered into a Securities Purchase Agreement (the Purchase
Agreement) with certain institutional investors (the Purchasers), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 7,627,119 shares of common stock, $0.001 par value per share (the
Shares), at a purchase price of $5.90 per share (the Offering). The aggregate purchase price to be paid by the Purchasers for the Shares is approximately $45,000,000, and the Company expects to receive net proceeds of
approximately $43,200,000, after deducting commissions and offering expenses. The closing of the Offering (the Closing) is expected to occur on August 11, 2016.
The Purchase Agreement also requires the Company to register the Shares for resale. The Company is required to prepare and file a registration statement with
the Securities and Exchange Commission within 30 days of the Closing and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable but no later than within 90 days after the Closing, if
there is no review by the Securities and Exchange Commission, and within 120 days of the Closing in the event of such review.
The Shares were offered and
sold without registration under the Securities Act of 1933, as amended (the Securities Act), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder. The Shares may not be offered or sold in the United States without an effective registration statement or pursuant to an exemption from applicable registration requirements. Neither this Current Report on Form 8-K, nor the exhibits
attached hereto is an offer to sell or the solicitation of an offer to buy the Shares.
The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is
included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The above description of the material terms of the Offering is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
On August 9, 2016, the Company issued the press release attached hereto as Exhibit 99.1 regarding the Offering described in Item 3.02. A copy of the
press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Securities Purchase Agreement, dated August 8, 2016, between the Company and the purchasers listed therein.
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99.1
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Press Release, dated August 9, 2016.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 10, 2016
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ARROWHEAD RESEARCH CORPORATION
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By:
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/s/ Kenneth Myszkowski
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Kenneth Myszkowski
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Securities Purchase Agreement, dated August 8, 2016, between the Company and the purchasers listed therein.
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99.1
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Press Release, dated August 9, 2016.
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