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): 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)

 

 

 


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
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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


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


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