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Registration of securities [Section 12(g)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 2)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ARROWHEAD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware 46-0408024
(State of incorporation or organization) (IRS Employer Identification No.)

225 S. Lake Avenue, Suite 1050

Pasadena, California

91101
(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Common Stock, $0.001 par value per share The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ¨

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨

Securities Act registration statement file number to which this form relates:

Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Explanatory Note:

Arrowhead Pharmaceuticals, Inc., a Delaware corporation (the Company , we and our ) hereby amends and restates its Registration Statement on Form 8-A, initially filed with the U.S. Securities and Exchange Commission (the SEC ) on June 9, 1993 (as subsequently amended) (the Form 8-A ) to read as set forth below. This amendment to the Form 8-A is being filed in connection with the Companys change of corporate name from Arrowhead Research Corporation, which became effective on April 6, 2016.

Item 1. Description of Registrants Securities to be Registered.

Our authorized capital stock currently consists of 145,000,000 shares of Common Stock, $0.001 par value per share (the Common Stock ), and 5,000,000 shares of preferred stock, $0.001 par value per share (the Preferred Stock ).

Common Stock

Pursuant to our Amended and Restated Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1 (the Charter ), holders of Common Stock are entitled to receive ratably dividends out of funds legally available, if and when declared from time to time by our Board of Directors. The Company has never paid any cash dividends on its Common Stock and the Companys Board of Directors does not anticipate that it will pay cash dividends in the foreseeable future. The future payment of dividends, if any, on the Companys Common Stock is within the discretion of the Board of Directors and will depend upon earnings, capital requirements, financial condition and other relevant...


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