Form 8-K



Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2007


Arrowhead Research Corporation

(Exact name of registrant as specified in its charter)



Delaware   0-21898   46-0408024

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)


201 South Lake Avenue, Suite 703 Pasadena, CA   91101
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (626) 304-3400

Not Applicable

(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:


¨ 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 1.01 Entry into a Definitive Material Agreement.

On October 24, 2007, Arrowhead Research Corporation (“Arrowhead”) and Tego Biosciences Corporation, a wholly-owned subsidiary of Arrowhead (“Tego”), entered into a Series A-2 Preferred Stock Purchase Agreement (the “Purchase Agreement”), whereby Arrowhead purchased 15,000,000 shares of a newly authorized Series A-2 Preferred Stock in Tego for an aggregate price of $2.4 million.

The foregoing is intended only as a summary of the terms of the Purchase Agreement and related transactions. Please refer to the Purchase Agreement, filed as Exhibit 10.1 hereto, for the complete terms of such agreement. Also attached is the Company’s press release, released on October 25, 2007, announcing the Company’s investment in Tego and the appointment of Dr. Russ Lebovitz as CEO and President of Tego.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.  


10.1   Purchase Agreement
99.1   Press Release issued by Company on October 25, 2007


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.

Date: October 30, 2007



/s/ Joseph T. Kingsley

  Joseph T. Kingsley,
  President and Chief Financial Officer