Current Report Filing (8-k)
January 22 2018 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 18, 2018
ARROWHEAD PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-38042
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46-0408024
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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225 South Lake Avenue, Suite 1050, Pasadena, California
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91101
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(Address of Principal Executive Offices)
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(Zip Code)
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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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Indicate by check mark whether the registrant is an emerging growth company as defined as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On January 18, 2018, Arrowhead
Pharmaceuticals, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Jefferies, LLC, Barclays Capital Inc. and Cantor Fitzgerald & Co., as representatives of the several
underwriters (the Underwriters), pursuant to which the Company agreed to issue and sell up to 11,500,000 shares of common stock (the Shares), par value $0.001 per share (the Common Stock), which includes 1,500,000
shares (the Optional Shares) that may be sold pursuant to an option granted the Underwriters. On January 18, 2018, the Underwriters exercised their option to purchase all 1,500,000 Optional Shares. The Shares were offered and sold
at a public offering price of $5.25 per Share, and were purchased by the Underwriters from the Company at a price of $4.935 per Share.
The Company estimates that net proceeds from the offering will be approximately $56.7 million, after deducting the Underwriters
discounts and commissions and estimated offering expenses payable by the Company.
The offering is being made under a prospectus
supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Companys effective shelf registration statement on Form S-3 (Registration No. 333-214315).
The offering closed on January 22, 2018. Pursuant to the Underwriting Agreement, the Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of
the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to such exhibits.
A copy of the
opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
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 hereunto duly authorized.
Date: January 22, 2018
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ARROWHEAD PHARMACEUTICALS, INC.
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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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