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): November 17, 2011

 

 

Arrowhead Research Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-21898		46-0408024
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
225 South Lake Avenue, Suite 300, Pasadena, CA 91101				91101
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (626) 304-3400

Not Applicable

Former name or former address, if changed since last report

 

 

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))

 

 

 

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Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Company has filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, as amended, that will implement a one-for-ten reverse split of the Company’s issued and outstanding common stock, par value $0.001 per share, effective as of November 17, 2011 at 12:01a.m. Eastern Time (such time on such date, the “Effective Time”). The Certificate of Amendment is filed herewith as Exhibit 3.1.

As a result of the one-for-ten reverse stock split (the “Reverse Stock Split”), at the Effective Time, each ten shares of the Company’s common stock issued and outstanding immediately prior to the Effective Time will be automatically combined into and become one share of Company common stock. Also, as a result of the Reverse Stock Split, at the Effective Time, the per share exercise price of, and the number of shares of common stock underlying Company stock options, warrants, Series A Preferred and any common stock based equity grants outstanding immediately prior to the Effective Time will be automatically proportionally adjusted, based on the one-for-ten split ratio, in accordance with the terms of such options, warrants or other common stock based equity grants as the case may be. The Reverse Stock Split will not affect the Company’s total authorized capital. No fractional shares of common stock will be issued in connection with the reverse split. Stockholders will instead receive cash payment in lieu of any fractional shares.

Item 9.01 Financial Statements and Exhibits

The following Exhibit is filed as part of this Current Report on Form 8-K.

(d) Exhibits

 

Exhibit Number		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation

 

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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: November 17, 2011		ARROWHEAD RESEARCH CORPORATION
		By:		/s/ Kenneth Myszkowski
				Kenneth Myszkowski
				Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit Number		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ARROWHEAD RESEARCH CORPORATION

Arrowhead Research Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:

FIRST: The Board of Directors of the Corporation has duly adopted a resolution, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Certificate of Incorporation of this Corporation, as amended, and declaring said amendment to be advisable;

SECOND: The stockholders of the Corporation have duly approved said amendment by the required vote of such stockholders, such approval being in accordance with the terms of the Certificate of Incorporation, as amended, and Sections 211 and 242 of the General Corporation Law of the State of Delaware;

THIRD: The Certificate of Incorporation, as amended, is hereby amended by deleting in its entirety the last paragraph of Article Fourth and replacing it with the following paragraph:

“Stock Split. As of 12:01 A.M. (Eastern Time) on November 17, 2011 (the “Effective Time”), each issued and outstanding share of the Corporation’s Common Stock shall automatically, and without any action on the part of the Corporation or the holder thereof, be reclassified as and reduced to 1/10 of a share of Common Stock (such reduction of shares designated as the “Reverse Stock Split”). The par value of the Corporation’s Common Stock following the Reverse Stock Split shall remain $0.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split and the Corporation shall instead pay in cash the fair value of fractional shares, determined as of the Effective Time, that otherwise would have been issued.”

FOURTH: This Certificate of Amendment, and the reverse stock split contemplated hereby, shall become effective at 12:01 A.M. (Eastern Time) on November 17, 2011.

IN WITNESS WHEREOF, Arrowhead Research Corporation has caused this Certificate of Amendment to be signed by its Chief Financial Officer, Kenneth Myszkowski, on this 15^th day of November, 2011.