M&A - ARROWHEAD PHARMACEUTICALS, INC.

Form Type: SCHEDULE 13D

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025021481

Filing Summary: Sarepta Therapeutics, Inc. and its subsidiary, Sarepta Therapeutics Investments, Inc., filed this Schedule 13D related to their acquisition of 11,926,301 shares of Arrowhead Pharmaceuticals, Inc.'s common stock for $27.2507 per share, totaling $325 million. The purchase occurred on February 7, 2025, following a Stock Purchase Agreement signed on November 25, 2024. An Exclusive License and Collaboration Agreement was also established between Sarepta and Arrowhead on the same date, granting Sarepta exclusive rights to develop certain clinical and pre-clinical programs. The agreement contains provisions such as lock-up restrictions preventing the transfer of shares for 180 days, and a standstill agreement limiting acquisitions of Arrowhead’s shares to 15% for five years. Additionally, Doug Ingram from Sarepta is to be appointed to Arrowhead's board of directors as part of the collaboration terms. The ownership represents approximately 9.5% of Arrowhead’s outstanding common stock, based on 126,098,111 shares reported as of February 3, 2025.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025004313

Filing Summary: On February 5, 2025, Arrowhead Pharmaceuticals, Inc. appointed Douglas Ingram as a director, effective February 6, 2025. This appointment was part of an Investor Rights Agreement with Sarepta Therapeutics, Inc., established on November 25, 2024. Ingram, who has a background as President and CEO of Sarepta, brings extensive experience from previous roles—including leadership positions at Chase Pharmaceuticals and Allergan, Inc. Ingram will receive standard non-employee director compensation, including a sign-on grant of restricted stock units valued at $771,200, vesting over three years. The document also revealed the closing of Agreements with Sarepta for co-development and commercialization, highlighting a collaboration that affects director independence under Nasdaq rules.

Document Link: View Document