On December 2, 2022, Arrowhead Pharmaceuticals, Inc. (the "Company") entered into an open market sale agreement (the "Open Market Sale Agreement") with Jefferies LLC (the "Agent"), pursuant to which the Company agreed to issue and sell up to 7,807,620 shares of common stock (the "Shares"), par value $0.001 per share (the "Common Stock") (Filing, Arrowhead Research Corporation, DEC 8, 2022, View Source [SID1234624937]). The Company estimates that gross proceeds from the offering will be approximately $250 million, after deducting the Agent’s discounts and commissions and estimated offering expenses payable by the Company.
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The offering is being made pursuant to the Company’s automatically effective shelf registration statement on Form S-3 (Registration No. 333-268665), which was previously filed with the Securities and Exchange Commission.
The offering closed on December 2, 2022. Pursuant to the Open Market Sale Agreement, the Company has agreed to indemnify the Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agent may be required to make because of such liabilities. The Open Market Sale Agreement contains other customary terms and conditions, including representations and warranties, covenants, and indemnification obligations in favor of each party.
The foregoing descriptions of the Open Market Sale Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Open Market Sale Agreement, a copy of which is attached hereto as Exhibit 1.1. A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the legality of the issuance and sale of the of the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1.