-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C05sz2i775rjSlP3ZOLSvPIUpz8kaBYNcA2MS0yvPmQ0dUvAiNj3xJMOv9v1dUSr KS13IoxDlZDFcdpRUkZCJQ== 0001193125-09-165550.txt : 20090805 0001193125-09-165550.hdr.sgml : 20090805 20090805170545 ACCESSION NUMBER: 0001193125-09-165550 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090630 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090805 DATE AS OF CHANGE: 20090805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROWHEAD RESEARCH CORP CENTRAL INDEX KEY: 0000879407 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 460408024 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21898 FILM NUMBER: 09988967 BUSINESS ADDRESS: STREET 1: 201 SOUTH LAKE AVENUE STREET 2: SUITE 703 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-304-3400 MAIL ADDRESS: STREET 1: 201 SOUTH LAKE AVENUE STREET 2: SUITE 703 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE GROUP INC DATE OF NAME CHANGE: 20020509 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE INC DATE OF NAME CHANGE: 19940224 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): June 30, 2009

Arrowhead Research Corporation

(Exact name of registrant as specified in its charter)

0-21898

(Commission File Number)

 

Delaware   46-0408024
(State or other jurisdiction of incorporation)   (IRS Employer Identification No.)

201 South Lake Avenue, Suite 703, Pasadena, CA 91101

(Address of principal executive offices) (Zip Code)

Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 

 


Item 1.01 Entry into a Material Agreement.

On July 30, 2009, Arrowhead Research Corporation (the “Company”) and Unidym, Inc., its majority owned subsidiary entered into a Subscription Agreement (the “Subscription Agreement”) whereby Unidym issued 291,667 shares of Unidym’s Series C-1 Preferred Stock (the “Series C-1 Shares”) to the Company, at a purchase price of $1.80 per Series C-1 Share for an aggregate purchase price of $525,000. The Series C-1 Stock has a $2.16 per share liquidation preference. Each Series C-1 Share is convertible into one share of Unidym common stock or into a security equivalent to that issued by Unidym in its next financing.

Together with other sales of Series C-1 Stock made to the Company since April 23, 2009 and the funding of the purchase price pursuant to the Subscription Agreement, Unidym met the cash flow requirement of the IP Transfer and Waiver Agreement (the “Waiver Agreement”) with TEL Ventures, Inc. (“TEL Ventures) thereby effecting the complete waiver of certain put options granted to TEL Ventures in connection with a stock purchase in November 2008. The IP Transfer and Waiver Agreement was previously described on Form 8-K filed by the Company on June 29, 2009.

The foregoing is intended only as a summary of the terms of the Subscription Agreement and the Waiver Agreement and is qualified in its entirety by each agreements, copies of which the Company intends to file with its Quarterly Report on Form 10-Q for the quarter ending June 30, 2009.


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 5, 2009     ARROWHEAD RESEARCH CORPORATION
    By:   /s/ Christopher Anzalone
       

Christopher Anzalone

Chief Executive Officer

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