ARROWHEAD PHARMACEUTICALS INC
For the period ended Sep 30, 2024. Filed Nov 26, 2024.
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FY2024 · Filed Nov 26, 2024
ARWR$49.00-0.5%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT CHEDULES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
(1)Financial Statements.
See Index to Financial Statements and Schedule on page F-1.
(2)Financial Statement Schedules.
See Index to Financial Statements and Schedule on page F-1. All other schedules are omitted as the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or notes thereto.
(3)Exhibits.
The following exhibits are filed (or incorporated by reference herein) as part of this Annual Report on Form 10-K:
| Incorporated by Reference Herein | |||
| ExhibitNumber | Description | Form | Date |
| 1.1 | Open Market Sale Agreement, dated as of December 2, 2022, by and between Arrowhead Pharmaceuticals, Inc. and Jefferies LLC | Current Report on Form 8-K as Exhibit 1.1 | December 2, 2022 |
| 2.1† | Stock and Asset Purchase Agreement between Arrowhead Research Corporation and Roche entities, dated October 21, 2011 | Annual Report on Form 10-K as Exhibit 2.1 | December 20, 2011 |
| 2.2† | Asset Purchase and Exclusive License Agreement between Arrowhead Research Corporation and Novartis Institutes for BioMedical Research, Inc., dated March 3, 2015 | Quarterly Report on Form 10-Q, as Exhibit 2.1 | May 11, 2015 |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.3 of the Company’s Form 8-K filed on April 6, 2016) | Current Report on Form 8-K as Exhibit 3.3 | April 6, 2016 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Arrowhead Pharmaceuticals, Inc. (incorporated by reference from Exhibit 3.2 of the Company’s Form 10-Q filed on May 2, 2023) | Quarterly Report on Form 10-Q, as Exhibit 3.2 | May 2, 2023 |
| 3.3 | Second Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 of the Company’s Form 8-K filed on January 30, 2023) | Current Report on Form 8-K as Exhibit 3.2 | January 30, 2023 |
| 4.1 | Form of Common Stock Certificate of Arrowhead Pharmaceuticals, Inc. | Current Report on Form 8-K, as Exhibit 4.1 | April 6, 2016 |
| 4.2 | Form of Indenture | Registration Statement on Form S-3, as Exhibit 4.2 | December 2, 2019 |
| 4.3 | Rights Agreement dated as of March 21, 2017, between the Company and Computershare Trust Company, N.A., as rights agent, which includes as Exhibit B the Form of Rights Certificate | Current Report on Form 8-K, as Exhibit 4.1 | March 23, 2017 |
| 4.4 | Description of Registrant’s Securities | Annual Report on Form 10-K, as Exhibit 4.4 | November 25, 2019 |
| 4.5 | Registration Rights Agreement by and between Arrowhead Pharmaceuticals, Inc. and Johnson & Johnson Innovation-JJDC, Inc., dated October 3, 2018 | Quarterly Report on Form 10-Q, as Exhibit 10.4 | February 7, 2019 |
| 4.6* | Form of Investor Rights Agreement by and between Company and Sarepta Therapeutics Investments, Inc. (included as Exhibit A in Exhibit 10.48) | ||
| Incorporated by Reference Herein | |||
| ExhibitNumber | Description | Form | Date |
|---|---|---|---|
| 4.7* | Form of Registration Rights Agreement by and between Company and Avoro Life Sciences Fund LLC (included as Exhibit B in Exhibit 10.49) | ||
| 4.8* | Form of Pre-Funded Warrant for Avoro Life Sciences Fund LLC | ||
| 10.1** | Arrowhead Research Corporation 2004 Equity Incentive Plan, as amended | Schedule 14C, as Annex B | January 12, 2012 |
| 10.2** | Arrowhead Research Corporation 2013 Incentive Plan | Schedule 14C, as Annex A | December 20, 2013 |
| 10.3** | Form of Stock Option Agreement for use with the 2013 Incentive Plan | Current Report on Form 8-K, as Exhibit 10.1 | February 12, 2014 |
| 10.4** | Form of Restricted Stock Unit Agreement for use with the 2013 Incentive Plan | Current Report on Form 8-K, as Exhibit 10.2 | February 12, 2014 |
| 10.5** | Arrowhead Pharmaceuticals, Inc. 2021 Incentive Plan | Schedule 14A, as Exhibit A | January 28, 2021 |
| 10.6** | Form of RSU Agreement for Officers and Certain Other Employees (Arrowhead Pharmaceuticals, Inc. 2021 Incentive Plan- Inducement Award) | Registration Statement on Form S-8, as Exhibit 99.1 | December 22, 2021 |
| 10.7** | Form of RSU Agreement for Officers and Certain Other Employees (Arrowhead Pharmaceuticals, Inc. 2021 Incentive Plan) | Registration Statement on Form S-8, as Exhibit 99.1 | February 28, 2024 |
| 10.8** | Form of RSU Agreement for Employees (Arrowhead Pharmaceuticals, Inc. 2021 Incentive Plan - Inducement Award) | Registration Statement on Form S-8, as Exhibit 99.2 | December 22, 2021 |
| 10.9** | Form of RSU Agreement for Employees (Arrowhead Pharmaceuticals, Inc. 2021 Incentive Plan) | Registration Statement on Form S-8, as Exhibit 99.2 | February 28, 2024 |
| 10.10** | Form of Stock Option Grant (Arrowhead Pharmaceuticals, Inc. 2021 Incentive Plan- Inducement Award) | Registration Statement on Form S-8, as Exhibit 99.3 | December 22, 2021 |
| 10.11** | Form of Stock Option Grant (Arrowhead Pharmaceuticals, Inc. 2021 Incentive Plan) | Annual Report on Form 10-K, as Exhibit 10.11 | November 29, 2023 |
| 10.12** | Executive Incentive Plan, adopted December 12, 2006 | Annual Report on Form 10-K, as Exhibit 10.11 | December 14, 2006 |
| 10.13** | Arrowhead Pharmaceuticals, Inc. Inducement Plan | Quarterly Report on Form 10-Q, as Exhibit 10.1 | May 9, 2024 |
| 10.14** | Employment Agreement between Arrowhead and Dr. Christopher Anzalone, dated June 11, 2008 | Current Report on Form 8-K, as Exhibit 10.1 | June 13, 2008 |
| 10.15** | Amendment to Employment Agreement between Arrowhead and Dr. Christopher Anzalone, effective May 12, 2009 | Annual Report on Form 10-K, as Exhibit 10.8 | December 22, 2009 |
| 10.16† | Collaboration Agreement by and among Alnylam Pharmaceuticals, Inc. and F. Hoffmann-La Roche Ltd and Hoffman-La Roche Inc., dated October 29, 2009 † | Annual Report on Form 10-K, as Exhibit 10.36 | December 20, 2011 |
| 10.17† | Non-Exclusive License Agreement between Arrowhead Research Corporation and Roche entities, dated October 21, 2011† | Annual Report on Form 10-K, as Exhibit 10.33 | December 20, 2011 |
| 10.18† | License Agreement by and between Alnylam Pharmaceuticals, Inc., Arrowhead Research Corporation and Arrowhead Madison, Inc.† | Quarterly Report on Form 10-Q, as Exhibit 10.1 | August 12, 2014 |
| 10.19† | Second Collaboration and Licensing Agreement between Arrowhead Pharmaceuticals, Inc. and Amgen Inc., dated September 28, 2016† | Annual Report on Form 10-K, as Exhibit 10.19 | December 14, 2016 |
| Incorporated by Reference Herein | |||
| ExhibitNumber | Description | Form | Date |
| 10.20 | Common Stock Purchase Agreement between the Company and Amgen Inc., dated September 28, 2016 | Amendment No. 1 to the Registration Statement on Form S-3, as Exhibit 10.1) | November 25, 2016 |
| 10.21† | License Agreement by and between Arrowhead Pharmaceuticals, Inc. and Janssen Pharmaceuticals, Inc., dated October 3, 2018† | Quarterly Report on Form 10-Q, as Exhibit 10.1 | February 7, 2019 |
| 10.22† | Amendment No. 1 to License Agreement by and between Arrowhead Pharmaceuticals, Inc. and Janssen Pharmaceuticals, Inc., dated December 18, 2018† | Annual Report on Form 10-K, as Exhibit 10.19 | November 25, 2019 |
| 10.23† | Amendment No. 2 to License Agreement by and between Arrowhead Pharmaceuticals, Inc. and Janssen Pharmaceuticals, Inc., dated February 4, 2019† | Annual Report on Form 10-K, as Exhibit 10.20 | November 25, 2019 |
| 10.24† | Amended and Restated License Agreement by and between Arrowhead Pharmaceuticals, Inc. and GlaxoSmithKline Intellectual Property (No. 3) Limited, dated December 11, 2023 | Quarterly Report on Form 10-Q, as Exhibit 10.1 | August 8, 2024 |
| 10.25 | Stock Purchase Agreement by and between Johnson & Johnson Innovation-JJDC, Inc. and Arrowhead Pharmaceuticals, Inc., dated October 3, 2018 | Quarterly Report on Form 10-Q, as Exhibit 10.3 | February 7, 2019 |
| 10.26† | Exclusive License and Co-Funding Agreement by and between Arrowhead Pharmaceuticals, Inc. and Takeda Pharmaceuticals U.S.A., Inc., dated October 7, 2020† | Quarterly Report on Form 10-Q, as Exhibit 10.1 | February 4, 2021 |
| 10.27 | First Amendment to Exclusive License and Co-Funding Agreement by and between Arrowhead Pharmaceuticals, Inc. and Takeda Pharmaceuticals U.S.A., Inc. dated March 15, 2022 | Quarterly Report on Form 10-Q, as Exhibit 10.1 | May 10, 2022 |
| 10.28† | Collaboration and License Agreement by and between Arrowhead Pharmaceuticals, Inc. and Horizon Therapeutics Ireland DAC, dated June 18, 2021† | Quarterly Report on Form 10-Q, as Exhibit 10.4 | August 5, 2021 |
| 10.29 | Collaboration and License Agreement by and between Arrowhead Pharmaceuticals, Inc. and Glaxosmithkline Intellectual Property, dated November 22, 2021 | Quarterly Report on Form 10-Q, as Exhibit 10.1 | February 2, 2022 |
| 10.30 | Royalty Purchase Agreement, dated as of November 9, 2022, by and between Arrowhead Pharmaceuticals, Inc. and Royalty Pharma Investments 2019 ICAV | Quarterly Report on Form 10-Q, as Exhibit 10.1 | February 6, 2023 |
| 10.31 | Lease Agreement between University Research Park, Incorporated and Arrowhead Madison, Inc., dated January 8, 2016 | Quarterly Report on Form 10-Q, as Exhibit 10.1 | February 9. 2016 |
| 10.32 | Amendment No. 1 to Lease Agreement between Arrowhead Madison, Inc. and University Research Park, Incorporated, dated October 22, 2018 | Annual Report on Form 10-K, as Exhibit 10.23 | November 23, 2020 |
| 10.33 | Amendment No. 2 to Lease Agreement between Arrowhead Madison, Inc. and University Research Park, Incorporated, dated January 10, 2019 | Annual Report on Form 10-K, as Exhibit 10.24 | November 23, 2020 |
| 10.34 | Amendment No. 3 to Lease Agreement between Arrowhead Madison, Inc. and University Research Park, Incorporated, dated January 11, 2019 | Annual Report on Form 10-K, as Exhibit 10.25 | November 23, 2020 |
| 10.35 | Amendment No. 4 to Lease Agreement between Arrowhead Madison, Inc. and University Research Park, Incorporated, dated September 19, 2019 | Annual Report on Form 10-K, as Exhibit 10.26 | November 23, 2020 |
| 10.36 | Amendment No. 5 to Lease Agreement between Arrowhead Madison, Inc. and University Research Park, Incorporated, dated May 14, 2020 | Annual Report on Form 10-K, as Exhibit 10.27 | November 23, 2020 |
| 10.37 | Amendment No. 6 to Lease Agreement by and between Arrowhead Madison, Inc. and University Research Park, dated November 23, 2020 | Quarterly Report on Form 10-Q, as Exhibit 10.3 | February 4, 2021 |
| Incorporated by Reference Herein | |||
| ExhibitNumber | Description | Form | Date |
| 10.38 | Amendment No. 7 to Lease Agreement by and between Arrowhead Madison, Inc. and University Research Park, dated December 9, 2020 | Quarterly Report on Form 10-Q, as Exhibit 10.4 | February 4, 2021 |
| 10.39* | Amendment No. 8 to Lease Agreement by and between Arrowhead Madison, Inc. and University Research Park, dated August 26, 2022 | ||
| 10.40* | Amendment No. 9 to Lease Agreement by and between Arrowhead Madison, Inc. and University Research Park, dated April 3, 2023 | ||
| 10.41* | Amendment No. 10 to Lease Agreement by and between Arrowhead Madison, Inc. and University Research Park, dated June 28, 2023 | ||
| 10.42* | Amendment No. 11 to Lease Agreement by and between Arrowhead Madison, Inc. and University Research Park, dated September 13, 2024 | ||
| 10.43 | Office Lease by and between 177 Colorado Owner LLC and Arrowhead Pharmaceuticals, Inc., dated April 17, 2019 | Quarterly Report on Form 10-Q, as Exhibit 10.1 | August 5, 2019 |
| 10.44 | First Amendment to Office Lease by and between Arrowhead Pharmaceuticals, Inc. and 177 Colorado Owner LLC., dated October 23, 2020 | Quarterly Report on Form 10-Q, as Exhibit 10.2 | February 4, 2021 |
| 10.45 | Lease Agreement by and between Arrowhead Pharmaceuticals, Inc. and ARE-SD Region No. 72, LLC, dated November 19, 2021 | Quarterly Report on Form 10-Q, as Exhibit 10.2 | February 2, 2022 |
| 10.46 | First Amendment to Lease Agreement by and between Arrowhead Pharmaceuticals, Inc. and ARE-SD Region No. 72, LLC, dated September 26, 2023 | Annual Report on Form 10-K, as Exhibit 10.39 | November 29, 2023 |
| 10.47*† | Financing Agreement by and between Company and Sixth Street Lending Partners, dated August 7, 2024 | ||
| 10.48* | Stock Purchase Agreement by and between Company and Sarepta Therapeutics Investments, Inc., dated November 25, 2024 | ||
| 10.49* | Securities Purchase Agreement by and between Company and Avoro Life Sciences Fund LLC, dated November 25, 2024 | ||
| 16.1 | Letter from Rose, Snyder & Jacobs LLP, dated December 4, 2023 | Current Report on Form 8-K, as Exhibit 16.1 | December 5, 2023 |
| 19.1* | Arrowhead Pharmaceuticals, Inc. Insider Trading Policy | ||
| 21.1* | List of Subsidiaries | ||
| 23.1* | Consent of Independent Public Registered Accounting Firm | ||
| 23.2* | Consent of Independent Public Registered Accounting Firm | ||
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32.1*** | Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 32.2*** | Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 97** | Arrowhead Pharmaceuticals, Inc. Compensation Recoupment (Clawback) Policy, dated November 20, 2023 | Annual Report on Form 10-K, as Exhibit 97 | November 29, 2023 |
| 101.INS* | Inline XBRL Taxonomy Extension Instance Document | ||
| Incorporated by Reference Herein | |||
| ExhibitNumber | Description | Form | Date |
|---|---|---|---|
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| 104* | The cover page from the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, formatted in Inline XBRL (included as Exhibit 101) | ||
- Filed herewith
** Indicates compensation plan, contract or arrangement.
*** Furnished herewith
† Certain portions of this exhibit were redacted by means of marking such portions with asterisks because the identified portions are (i) not material and (ii) treated as private or confidential by the Company.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.