UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 20, 2007
Arrowhead Research Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-21898 | 46-0408024 | |
(Commission File Number) | (IRS Employer Identification No.) |
201 South Lake Avenue, Suite 703, Pasadena, CA | 91101 | |
(Address of Principal Executive Offices) | (Zip Code) |
(626) 304-3400
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
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 (see General Instruction A.2. below):
¨ | 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 9.01 | Financial Statements and Exhibits. |
On April 25, 2007, Arrowhead Research Corporation (Arrowhead) filed a Form 8-K describing the acquisition of Carbon Nanotechnologies, Inc., a Delaware corporation (CNI) by Unidym, Inc., a Delaware corporation and majority-owned subsidiary of Arrowhead (Unidym) which was completed on April 20, 2007. Arrowhead hereby amends such Form 8-K to provide certain financial statements required by Item 9.01 of Form 8-K with respect to CNI and pro forma condensed combined financial information with respect to Unidyms acquisition of CNI.
(a) | Financial Statements of the Business Acquired. |
The audited financial statements for CNI as of December 31, 2006, together with a report of independent registered public accounting firm are hereby filed as part of this Report on Form 8-K/A and are included in Exhibit 99.1.
(b) | Pro Forma Financial Information. |
a) Unaudited pro forma condensed combined balance sheet as of March 31, 2007.
b) Unaudited pro forma condensed combined statements of operations for the years ended September 30, 2006 and December 31, 2006.
c) Unaudited pro forma condensed combined statements of operations for the first quarters ended December 31, 2006 and March 31, 2007.
d) Notes to unaudited pro forma condensed combined financial statements.
(d) | Exhibits. |
Exhibit Number | Description | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
99.1 | Independent Registered Public Accounting Firms Report and Carbon Nanotechnologies, Inc. Audited Financial Statements | |
99.2 | Unaudited Pro Forma Condensed Combined Financial Statements of Arrowhead Research Corporation |
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.
ARROWHEAD RESEARCH CORPORATION | ||||||
June 28, 2007 | By: | /s/ Joseph T. Kingsley | ||||
Name: | Joseph T. Kingsley | |||||
Title: | President & Chief Financial Officer |