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United States securities and exchange commission logo
February 10, 2023
Kenneth Myszkowski
Chief Financial Officer
Arrowhead Pharmaceuticals, Inc.
177 E. Colorado Blvd, Suite 700
Pasadena, California 91105
Re: Arrowhead
Pharmaceuticals, Inc.
Form 10-K for the
Fiscal Year Ended September 30, 2022
Filed November 28,
2022
File No. 001-38042
Dear Kenneth Myszkowski:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Revenue, page 60
1. Given the multiple
collaboration and license agreements to which you are a party and the
fact that to-date your
revenues have been limited to upfront and milestone payments
related to these
agreements, please consider revising your future filings to provide a
tabular summary which
disaggregates your revenue by collaborative partner.
Notes to Consolidated Financial Statements
Note 2. Collaboration and License Agreements
Joint Venture and License Agreement with Visirna Therapeutics, Inc.,
page F-18
2. Please provide us with
the following as it relates to your Joint Venture and License
Agreement with Visirna
Therapeutics:
Provide your
analysis under ASC 810 supporting your conclusions that (a) Visirna
Kenneth Myszkowski
Arrowhead Pharmaceuticals, Inc.
February 10, 2023
Page 2
meets the definition of a variable interest entity and (b) that
you are the primary
beneficiary.
Explain the factors that you considered in concluding that
Visirna meets the
definition of a business.
Provide us with more details as to how this joint venture was
capitalized. In this
regard, you disclose that you entered into a Share Purchase
Agreement whereby you
acquired a majority stake in Visirna as partial consideration for
the License
Agreement. You also disclose that Vivo Capital acquired a
minority stake in
exchange for $60 million in initial capital. Clarify how this
ties into your Statement
of Stockholders' Equity on page F-7, whereby it appears that the
$60 million
investment provided by Vivo was allocated between APIC ($39.8
million) and Non-
controlling Interest ($20.2 million).
Provide us with copies of both the Visirna License Agreement
and Share Purchase
Agreement to assist us with our analysis. In addition, explain
your consideration of
filing these agreements as exhibits.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426
with any questions.
FirstName LastNameKenneth Myszkowski Sincerely,
Comapany NameArrowhead Pharmaceuticals, Inc.
Division of
Corporation Finance
February 10, 2023 Page 2 Office of Life
Sciences
FirstName LastName