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Amendment No. 1 to Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 13, 2008

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 , California 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)

 

 

 

EXPLANATORY NOTE

This amendment number 1 has been filed to include five slides that were inadvertently entitled from the previous Form 8-K filing due to filer error.

 

Item 8.01. Other Events.

On March 13, 2008, Christopher Anzalone, the Chief Executive Officer of Arrowhead Research Corporation (the “Company”), is scheduled to make a presentation following the Company’s regularly scheduled 2008 Annual Meeting of Stockholders. During his presentation, Dr. Anzalone plans to provide a slide presentation, “Creating Value by Building Nanobusiness from Nanoscience Presentation,” attached hereto as Exhibit 99.1, incorporated herein by reference and filed pursuant to Regulation FD under Item 9.01 of this Current Report on Form 8-K. The materials are also posted on the registrant’s website, www.arrowheadresearch.com.

This Current Report on Form 8-K contains forward-looking statements concerning future events and performance of the Company. When used in this report, the words “intends,” “estimates,” “anticipates,” “believes,” “plans,” “may,” “will,” “should,” “projects” or “expects” and similar expressions are included to identify forward-looking statements. These forward-looking statements are based on our current expectations and assumptions and many factors could cause our actual results to differ materially from those indicated in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Readers should review carefully the risk factors identified under the caption “Risk Factors” in the Company’s recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Company disclaims any intent to update or announce revisions to any forward-looking statements to reflect actual events or developments.

 

Item 9.01. Financial Statements and Exhibits.

( d ) Exhibits

 

Exhibit No.

  

Exhibit Description

99.1   “Creating Value by Building Nanobusiness from Nanoscience Presentation” made on March 13, 2008 by Christopher Anzalone following the Company’s 2008 Annual Meeting of Stockholders

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 hereunto duly authorized.

Date: March 13, 2008

 

ARROWHEAD RESEARCH CORPORATION
By:   /s/ Paul McDonnel
 

Paul McDonnel

Chief Financial Officer

Creating Value by building Nanobusiness from Nanoscience Presentation
3/13/08
Creating Value by Building
Nanobusiness
from
Nanoscience
Exhibit 99.1

3/13/08
This presentation contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based upon our current expectations and speak only as of
the date hereof. Our actual results may differ materially and adversely from those
expressed in any forward-looking statements as a result of various factors and
uncertainties, including, without limitation, our developmental stage and limited
operating history,
our
ability
to
successfully
develop
products,
rapid
technological
change in our markets, demand for our future products, legislative, regulatory and
competitive developments and general economic conditions. Our Annual Report
on Form 10-K, recent and forthcoming Quarterly Reports on Form 10-Q, recent
Current Reports on Forms 8-K and 8-K/A, and other SEC filings discuss some of
the important
risk
factors
that
may
affect
our
business,
results
of
operations
and
financial condition. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
Safe Harbor Statement

3/13/08
Market
Opportunity:
The
Next
Industrial
Revolution
Complexes between double-stranded
DNA and the archaeal
chromatin protein
Protein ~ 2 –
100 nm long
MicroElectroMechanical
(MEMS) device             
10 –
100
m wide
Carbon Nanotube
~1.3 nm diameter
Ant    
~ 5mm
Red blood cells
~1.-5
m
Quantum Corral of 48
Iron Atoms ~1.-5
m
Zone Plate x-ray “lens”
spacing~35 nm
•The
US
Government
is
investing
over
$1
billion
a
year
to
fund
nanotechnology
research
•Dozens
of
new
nano-
research
centers
have
started
since
2000
•Paradigm-shifting
technology
that
is
applicable
across
multiple
industries
•Attractive
new
company
and
roll-up
opportunities

3/13/08
•
Large Market Opportunity
•
Model that Exploits Inefficient Market
•
Execution
•
Scalability
Arrowhead
Key Value Drivers

3/13/08
Arrowhead Capitalizes on Market
Imbalances
Search for
monetization
•
Research
•
Patents
Investment
Capital and
Acquisitions
Entrepreneurs
Arrowhead
Search for
yield

3/13/08
Arrowhead Drop-in Solutions
Initial management team
Scientific thought leaders
Finance
Business Development
Partnerships
Acquisition
Capital Raising
We are not a hotel
Clinical Trials
Design
Studies
Preclinical Trials
Design
Studies
Regulatory
IP Protection
Two Strategies: Build Companies de Novo and roll up

3/13/08
Value Philosophy
•
CURRENT market opportunity
•
Market risk mitigated
•
Minimize technology risk
•
Technology roll-up
•
Platform
•
Multiple opportunities/entry points
•
Time to exit/market
•
Scalability
•
Barriers to Entry
•
Growth Potential
•
Can we be #1 or #2
•
Not the 99
th
telecom deal in 2000
We are a growth stock that operates like a value play
We build fundamentally strong companies rather
than chasing the next bubble

3/13/08
Execution:
Arrowhead Subsidiaries

3/13/08
Improving Drug Performance Through Effective
Delivery
Phase I clinical trials underway using Cyclosert™
+ off-patent
compound, Camptothecin, and Phase II planned for later in
2008
O
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OH
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OH
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OH
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H
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OHO
OH
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H
Insert’s Cyclosert™
is a nano-engineered delivery
system that delivers therapeutic agents
Model: Make “super-generics”
and rescue failed compounds
for larger companies to sell

3/13/08
Enhancing The Delivery and Therapeutic
Uses of RNAi
RNA interference (RNAi) is a natural
mechanism to selectively turn off genes
Calando’s delivery molecule self-
assembles with siRNA
and a targeting
agent
siRNA
is protected and directed to target
tissue
IND Submitted
•
First Targeted siRNA
•
First Delivered siRNA
•
First in Oncology

3/13/08
ROS
Neutralized
ROS
ROS
Neutralized
ROS
We believe Tego has a dominant patent portfolio for
making and derivatizing
fullerenes
Fullerenes are powerful
antioxidants
Leveraging IP position and academic
Partnerships to address:
Next generation MRI imaging and
Treatment for macular degeneration

3/13/08
Engineered Nanomaterials For Solid State
Lighting And Solar Cells
Blue LED Market Exceeds $4B
They offer higher efficiency and longer lifetimes than
conventional light sources
However, current production techniques limit
manufacturing yield and device efficiencies needed for
broader market

3/13/08
Expensive gallium
nitride source wafer
Proprietary process
for transfer of thin
layers
Highly optimized,
inexpensive support
wafer
+
Optimized wafer for
LED, solar cell
production
Simplify production process
Decrease costs
Aonex Solution

3/13/08
Carbon Nanotubes Properties
Carbon nanotube
(CNT)
CNT film
Electrical
Mechanical
Thermal
Processing
Cost
1000x more current capacity
than copper
Faster transistors than silicon
20x stronger than steel
Comparable to diamond
Compatible with inexpensive
coating processes
Comparable to current
materials and declining

3/13/08
CNTs Across Industries
Electronics
Materials
Medicine
Energy

3/13/08
Roll-up CNT Technologies & Capabilities
Nanopolaris
Incorporated
Initial University
IP Roll Up
Complete
Acquisition
of Unidym’s
Product Line
Complete
Merger with CNI
May 2005
December 2005
June 2006
April 2007
Created
the
dominant
player
in
CNT
production
and
applications

3/13/08
Build a Platform by Building a Product
•
Leverage
materials
business
for
early
revenue
and
development
cycle
•
Strong growth in flat panel displays, interactive touch film devices and
printable/flexible electronics
•
CNTs provide a unique fit of solutions, cost and performance benefits
in all of these areas
•
Replace ITO
•
Potential future markets: solar cells, fuel cells, printable electronics

3/13/08
Unique Opportunity
•
Market Inertia
•
Robustness of Product
•
Cost to Incorporate
•
Cost of Goods
Most disruptive technologies face
adoption challenges associated with:
Unidym’s CNT replacement of ITO
stands favorably against these

3/13/08
Where Are We Now
•
Talented core team
•
Maturing subsidiaries
•
Approaching monetization
•
March 12 close: $2.46 per share
•
We should naturally trade at a multiple of
the aggregate value of subs
•
Scalable
•
Significant value in our space
and model

3/13/08
ARWR Driving Shareholder Value: 2008
•Taking larger roles in building subs
•
Consolidating more responsibilities at ARWR
•
Increasing capital efficiency
•
Increasing ability to scale our model
•
Streamlining subsidiaries
•
Maturing subs allow us to shift focus
•
from solely building new companies
•
to monetizing existing subs and building new
•
Building a world class team of nanoscientists
•
Ask every day what is our core competency?
•
What can we uniquely provide to shareholders?
•
New subsidiaries and balanced portfolio

3/13/08
Enhancing Shareholder Value
By Restructuring Calando/Insert
•
Economies of scale via the merger
•
Similar technologies
•
Cheaper and more efficient development
•
More efficient business development
•
ARWR absorbs management
•
Scaled back strategy
•
Consolidation within biopharma
•
Expense
of drug launch
•
Greater value to ARWR shareholders if focus on clinic
•
Focus on core competency
•
Leverage existing channels via partnerships
•
Transfer marketing expenses
•
Transfer later stage risk

3/13/08
Calando/Insert 2008 Targets
•
IND for CALAA-01:
March
•
Merger:
April
•
File with the FDA for Phase II IT-101:
April
•
Partnership
for
Investigator-led
2
nd
Phase
II
IT-101:
May
•
Partnership
for
Investigator-led
3
d
Phase
II
IT-101:
June
•
Enter into industry partnership:
Nov
•
File new IND:
Dec

3/13/08
Aonex & Tego 2008 Targets
Aonex
Sale:
August
Tego
AMD
lead
compound
selection:
May
Lead
MRI
contrast
agent
selection:
July

3/13/08
Unidym 2008 Targets
•
Life Sciences spin-out:
March
•
JDA for thin film solar:
March
•
Sample near production quality for
analog-resistive touch panel customers:
April
•
OLED JDA:
July-Sept
•
License deal and/or JDA for
CNT-enhanced carbon fiber:
Sept-Oct
•
New JDA LCD supplier(s):
Sept-Oct
•
Printed electronics JDA:
Oct-Nov
•
Revenue from CNT-based film sales to
analog-resistive touch panel customers:
Nov-Dec

3/13/08
Benet Acquisition

Central Issue for Therapeutics:
Biological Barriers
•
Endothelial and Epithelial
Barriers
•
Reticulo-Endothelial
System (RES)
•
Enzymatic Degradation
•
Hemo-Rheology
•
Tumor-Associated
Osmotic & Interstitial
Fluid Pressures
•
Cell, Endosomal
Membrane
•
Nuclear Membrane
•
Ionic & Molecular Pumps
Reference: M. Ferrari, Cancer
Nanotechnologies, Nature
Reviews Cancer, March 2005

Leonardo Biosystems
•
Focus: Cancer
Therapy
•
Multi-Stage Vectors
•
Strong IP Position

200
nm
1
µm
Strategy and Development
•
Focus: Breast and Ovarian Cancer
•
MSV as platforms for Arrowhead’s Nanotechs
1 µm
20
nm
20 nm
20 nm
Back Side
Front Side
Cross Section
Nucleation Layer
Pores
Cross Section

Competitive Advantages
•
Nanoporous Silicon as Platform Material
–
Fully Biodegradable, Harmless
–
Ability to Manufacture in Desired Shape, Size
•
Bio-Barrier Avoidance
•
Multi-Modal Targeting
•
“Personalizing”
Therapy by Imaging
•
Multiple Waves of Therapy from Same
Vector, With Different Subcellular Targets
at Predesigned Times   

3/13/08
Opportunity:
Transition from replacement
to enabling regeneration

Nanotope’s
Nanofibers:
Unique Capabilities
Self Assembly
•
Liquid to solid
•
Replace surgery with injection
Mechanical Support
•
Guide scaffolding
Bioactivity
Biodegradable
•
Targeted signals
•
Sequestered signals

3/13/08
Spinal Cord Rationale
•
Unserved
Market
•
Compelling Market
•
Faster FDA track relative to other treatments
•
Understandable and compelling human story
Aggregated Market
Capital already allocated by medical system
Large but not requiring mass marketing

3/13/08
8-Week Untreated

3/13/08
8-Week Treated

3/13/08
Wound Healing Market
Diabetic Wounds
•
>50mm diabetics in major pharmaceutical markets
•
>3mm with foot ulcers
•
>15% of diabetics will have foot ulcers at some point
•
$1.5bn spent in US on diabetic foot ulcers annually
Bariatric Surgery
•
>100,000 in U.S. annually
Surgery for Chronically ill patients
•
In US, >1mm patients on hemodialysis, corticosteroids,
chemotherapy, or radiation treatment requiring surgery
Cosmetic Surgery
•
11.5mm in US in 2006
•
$12.2 bn
in US in 2006

3/13/08
Healed:
Nanotope
Compound
Non-healed:
Control
Wounds treated with Nanotope
Compound
Versus Control (12 days)

3/13/08
Peripheral Artery Disease
Market
•
20mm in US have PAD
•
20% of people >70yrs have PAD
•
Market for peripheral arterial stents is $3bn in US
•
PAD market increases by 43% by 2020
•
Reintroducing lost microvasculature is problematic

3/13/08
Growth Story:
Other Target Tissues
Reversal/Prevention of Paralysis
Wound Healing
Stroke/Neurodegenerative
Treatment
Bone Regeneration
Retinal Regeneration
Myocardial Regeneration
Cartilage Regeneration
Platform for Stem Cell
Differentiation/Implantation

3/13/08
Arrowhead Shareholder
Value
Unique exposure to growth opportunities
Platform opportunities with focus
World class nanoscientists
on our team
Efficient model