SEC Form S-8 filed by Arrowhead Pharmaceuticals Inc.
As filed with the Securities and Exchange Commission on May 7, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARROWHEAD PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 46-0408024 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
177 E. Colorado Blvd, Suite 700
Pasadena, CA 91105
(Address of Principal Executive Offices)
ARROWHEAD PHARMACEUTICALS, INC. AMENDED AND RESTATED 2021 INCENTIVE PLAN
ARROWHEAD PHARMACEUTICALS, INC. AMENDED AND RESTATED INDUCEMENT PLAN
(Full Title of the Plan)
Christopher Anzalone
President and Chief Executive Officer
177 E. Colorado Blvd, Suite 700
Pasadena, CA 91105
Telephone: (626) 304-3400
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Ryan A. Murr
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, California 94111
Telephone: (415) 393-8200
Facsimile: (415) 393-8306
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Introduction
This registration statement on Form S-8 (this “Registration Statement”) is being filed by Arrowhead Pharmaceuticals, Inc. (the “Registrant”) to register a total of 12,667,050 shares of Common Stock, par value $0.001 per share (“Common Stock”), which includes (i) 10,500,000 shares of Common Stock issuable under the Arrowhead Pharmaceuticals, Inc. Amended and Restated 2021 Incentive Plan, and (ii) 2,167,050 shares of Common Stock issuable under the Arrowhead Pharmaceuticals, Inc. Amended and Restated Inducement Plan.
Pursuant to General Instruction E of Form S-8, the information contained in the Registrant’s registration statements on Form S-8 filed on May 18, 2021 (File No. 333-256255) and February 28, 2024 (File No. 333-277477), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference and made a part hereof, except for those items being updated by this Registration Statement.
Item 8. Exhibits
| * | Filed herewith. |
| (1) | Filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on April 6, 2016 and incorporated herein by reference. |
| (2) | Filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on May 2, 2023 and incorporated herein by reference. |
| (3) | Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on January 30, 2023 and incorporated herein by reference. |
| (4) | Filed as Exhibit A to the Registrant’s Proxy Statement on Schedule DEF 14A, filed on January 27, 2026, and incorporated herein by reference. |
| (5) | Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on May 7, 2026 and incorporated herein by reference. |
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pasadena, California, on May 7, 2026.
| Arrowhead Pharmaceuticals, Inc. | ||
| By: | /s/ Christopher Anzalone | |
| Christopher Anzalone | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints each of Christopher Anzalone and Daniel Apel, his or her attorney-in-fact, with power of substitution, in his or her name and in the capacity indicated below, to sign any and all further amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Christopher Anzalone Christopher Anzalone |
President, Chief Executive Officer and Director (Principal Executive Officer) | May 7, 2026 | ||
| /s/ Daniel Apel Daniel Apel |
Chief Financial Officer (Principal Financial and Accounting Officer) |
May 7, 2026 | ||
| /s/ Mauro Ferrari Mauro Ferrari |
Director | May 7, 2026 | ||
| /s/ Hongbo Lu Hongbo Lu |
Director | May 7, 2026 | ||
| /s/ Adeoye Olukotun Adeoye Olukotun |
Director | May 7, 2026 | ||
| /s/ Michael S. Perry Michael S. Perry |
Director | May 7, 2026 | ||
| /s/ Victoria Vakiener Victoria Vakiener |
Director | May 7, 2026 | ||
| /s/ William Waddill William Waddill |
Director | May 7, 2026 | ||