ITEM 1.01. Entry into a Material Definitive Agreement.
On February 19, 2014, Arrowhead Research Corporation (the "Company") entered
into an underwriting agreement (the "Underwriting Agreement") with Jefferies
LLC, Barclays Capital Inc., and Deutsche Bank Securities Inc., acting as the
joint book-running managers and representatives of the several underwriters (the
"Underwriters"), pursuant to which the Company agreed to issue and sell an
aggregate of 6,325,000 shares of common stock to the Underwriters (the
"Offering"), which amount includes the Underwriters' option to purchase up to
825,000 additional shares of common stock (the "Optional Shares"). On
February 19, 2014 the Underwriters exercised their option to purchase all
825,000 of the Optional Shares. The shares in the Offering were sold at a public
offering price of $18.95 per share, and were purchased by the Underwriters from
us at a price of $17.813 per share. The Company estimates that net proceeds from
the Offering will be approximately $112.5 million, after deducting the
Underwriters' commission and discounts and estimated offering expenses payable
by the Company.
The Offering is being made pursuant to the Company's effective registration
statement on Form S-3 (Registration No. 333-193748), which was previously filed
with the Securities and Exchange Commission ("SEC") and was declared effective,
and a prospectus supplement filed with the SEC.
The Offering is expected to close on or about February 24, 2014, subject to the
satisfaction of customary closing conditions. In the Underwriting Agreement, the
Company 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
Pursuant to the Underwriting Agreement, the Company has agreed not to sell or
otherwise dispose of any common stock for a period through and including the
90th day after the date of the Underwriting Agreement without first obtaining
the written consent of Jefferies LLC, Barclays Capital Inc., and Deutsche Bank
Securities Inc., subject to certain exceptions.
The foregoing description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the Underwriting Agreement, a copy of
which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by
reference. A copy of the opinion of Ropes & Gray LLP relating to the validity of
the shares issued in the Offering is filed herewith as Exhibit 5.1.
ITEM 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated February 19, 2014, between Arrowhead
Research Corporation and Jefferies LLC, Barclays Capital Inc. and Deutsche
Bank Securities Inc.
5.1 Opinion of Ropes & Gray LLP
23.1 Consent of Ropes & Gray LLP (contained in Exhibit 5.1)
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