ARROWHEAD PHARMACEUTICALS, INC. (NASDAQ:ARWR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On January18, 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”), 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 to an option granted the Underwriters. On January18, 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 to the Company’s effective shelf registration statement on Form S-3 (Registration No.333-214315).

The offering closed on January22, 2018. 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.

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ARROWHEAD PHARMACEUTICALS, INC. Exhibit
EX-1.1 2 d515461dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 10,…
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About ARROWHEAD PHARMACEUTICALS, INC. (NASDAQ:ARWR)

Arrowhead Pharmaceuticals, Inc., formerly Arrowhead Research Corporation, develops medicines that treat intractable diseases by silencing the genes that cause them. Using a portfolio of ribonucleic acid (RNA) chemistries and modes of delivery, the Company’s therapies trigger the RNA interference mechanism to induce knockdown of target genes. The Company is focused on developing drugs for diseases with a genetic basis, characterized by the overproduction of one or more proteins. The Company’s preclinical pipeline of RNA interference (RNAi) therapeutics includes both subcutaneously administered liver-targeted candidates and extra-hepatic candidates. The Company’s pre-clinical-stage drug candidates include ARO-HBV, ARO-AAT, ARO-LPA, ARO-AMG1, ARO-F12 and ARO-HIF2. ARO-HBV is an RNAi therapeutic candidate for the treatment of chronic hepatitis B infection. ARO-AAT is a therapeutic candidate for the treatment of liver disease associated with Alpha-1 Antitrypsin Deficiency.