As filed with the Securities and Exchange Commission on May 22, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ARROWHEAD PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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46-0408024
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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177 E. Colorado Blvd, Suite 700
Pasadena, CA 91105
(Address of Principal Executive Offices)
2013 INCENTIVE PLAN*
STAND
ALONE INDUCEMENT STOCK OPTIONS*
STAND ALONE INDUCEMENT RESTRICTED STOCK UNITS*
(Full Title of the Plans)
*See Explanatory Note on Following Page
Christopher Anzalone
President and Chief Executive Officer
177 E. Colorado Blvd, Suite 700
Pasadena, CA 91101
Telephone: (626) 304-3400
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Ryan A.
Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
Telephone: (415) 393-8373
Facsimile: (415) 374-8430
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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562,000(2)
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$39.25
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$22,058,500(5)
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$2,863.20
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Common Stock, $0.001 par value per share
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606,075(3)
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$35.80
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$21,697,485(6)
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$2,816.34
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Common Stock, $0.001 par value per share
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2,022,236(4)
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$35.80
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$72,396,049(6)
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$9,397.01
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Total
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3,190,311
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$116,152,034
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$15,076.55
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this
registration statement also covers any additional shares of common stock, par value $0.001 per share (the Common Stock), which become issuable by reason of any stock split, stock dividend or similar transaction effected without the
receipt of consideration which results in an increase in the number of the registrants outstanding shares of Common Stock.
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(2)
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Represents shares of Common Stock potentially issuable upon the exercise of options granted to 66 new employees
from June 2019 through April 2020 as inducement awards made pursuant to NASDAQ Listing Rule 5635(c)(4) (the Inducement Exception).
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(3)
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Represents shares of Common Stock potentially issuable upon the vesting of restricted stock unit awards granted
to 18 new employees from September 2019 through April 2020 as inducement awards made pursuant to the Inducement Exception.
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(4)
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Represents shares of Common Stock added to the Companys 2013 Incentive Plan (the 2013 Plan)
pursuant to an evergreen provision in the 2013 Plan.
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(5)
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Based upon the weighted-average price at which the stock options may be exercised, pursuant to Rule 457(h) under
the Securities Act.
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(6)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act,
and based on the average of the high and low sale prices of the Registrants common stock, as reported on the Nasdaq Global Select Market, on May 21, 2020.
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