UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
July 25, 2007
PEREGRINE PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-17085
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95-3698422
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(State
of other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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14282
Franklin Avenue, Tustin, California 92780
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: (714)
508-6000
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o
Soliciting
material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
July
25, 2007, Peregrine Pharmaceuticals, Inc. issued a press release announcing
that
it has been notified by The Nasdaq Stock Market that for the past 30 business
days the Company has not met the $1.00 minimum closing bid price requirement
as
set forth in Marketplace Rule 4310(c)(4). According to the Nasdaq notice,
the
Company will be automatically afforded an initial 180 calendar days, or until
January 22, 2008, to regain compliance with this requirement. To regain
compliance, the closing bid price of the Company’s common stock must meet or
exceed $1.00 per share for 10 consecutive business days. This notification
has
no effect on the Nasdaq listing or trading of the Company's common
stock.
According
to the Nasdaq market regulations, companies are eligible for an additional
180-day period to regain compliance provided that on the 180th day of the
first
compliance period, the company demonstrates that it meets the criteria for
initial listing set forth in Rule 4310(c), except for the minimum bid price
requirement. Peregrine currently meets all other listing requirements set
forth
in Rule 4310(c).
On
July 25, 2007, the Company issued a press release announcing its receipt of
the letter. A copy of the press release is attached hereto as Exhibit
99.1
Item
9.01 Financial Statements
and Exhibits.
(c) Exhibits.
The
following material is filed as an exhibit to this Current Report on Form
8-K:
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Exhibit
Number
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| 99.1 | Press Release issued July 25, 2007 |
1
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.
| PEREGRINE PHARMACEUTICALS, INC. | ||
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| Date: July 25, 2007 | By: | /s/ Paul J. Lytle |
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Paul J. Lytle |
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| Chief Financial Officer | ||
2
EXHIBIT INDEX
Description 99.1 Press Release issued July 25, 2007 3
Exhibit
99.1
| Contacts: | |
| GendeLLindheim BioCom Partners | |
| Investors | Media |
| info@peregrineinc.com | Barbara Lindheim |
| (800) 987-8256 | (212) 918-4650 |
PEREGRINE
PHARMACEUTICALS RECEIVES DEFICIENCY NOTICE FROM NASDAQ
REGARDING
MINIMUM BID PRICE RULE
--Listed
Companies Are Afforded Up To 360 Days to Regain Compliance
with
Minimum
Bid Price Rule Under Nasdaq Marketplace Rules--
TUSTIN,
Calif., July 25, 2007 —
Peregrine Pharmaceuticals, Inc. (Nasdaq: PPHM), a clinical stage
biopharmaceutical company developing monoclonal antibodies for the treatment
of
cancer and hepatitis C virus (HCV) infection, today announced that it has been
notified by The Nasdaq Stock Market that for the past 30 business days the
company has not met the $1.00 minimum closing bid price requirement as set
forth
in Marketplace Rule 4310(c)(4). According to the Nasdaq notice, Peregrine will
be automatically afforded an initial 180 calendar days, or until January 22,
2008, to regain compliance with this requirement. To regain compliance, the
closing bid price of Peregrine’s common stock must meet or exceed $1.00 per
share for 10 consecutive business days. This notification has no effect on
the
Nasdaq listing or trading of the company's common stock.
According
to Nasdaq market regulations, companies are eligible for an additional 180-day
period to regain compliance provided that on the 180th day of the first
compliance period, the company demonstrates that it meets the criteria for
initial listing set forth in Rule 4310(c), except for the minimum bid price
requirement. Peregrine currently meets all other listing requirements set forth
in Rule 4310(c).
“We
have
made significant progress in our clinical programs in recent months, yet this
progress has not yet been reflected in our share price,” said Steven W. King,
president and CEO of Peregrine. “We believe that in every other respect
Peregrine’s future prospects have never been brighter, and we intend to use the
proceeds of our recent financing to pursue our three major clinical programs
aggressively. These include plans for multiple Phase II studies with bavituximab
for the treatment of various solid tumors, our ongoing Phase II Cotara® study
for the treatment of brain cancer, and the ongoing hepatitis C virus program
in
patients co-infected with HIV. We believe that continued progress in these
efficacy studies has the potential to create significant shareholder value
going
forward.”
If
Peregrine does not regain compliance during the initial or the potential
additional compliance period, Nasdaq would provide written notice to the company
that its common stock would be de-listed.
About
Peregrine Pharmaceuticals
Peregrine
Pharmaceuticals, Inc., is a biopharmaceutical company with a portfolio of
innovative product candidates in clinical trials for the treatment of cancer
and
hepatitis C virus (HCV) infection. The company is pursuing three separate
clinical programs in cancer and HCV infection in the U.S. and India with its
lead product candidates bavituximab and Cotara®. Peregrine also has in-house
manufacturing capabilities through its wholly owned subsidiary Avid Bioservices,
Inc. (www.avidbio.com),
which
provides development and bio-manufacturing services for both Peregrine and
outside customers. Additional information about Peregrine can be found at
www.peregrineinc.com.
Safe
Harbor Statement: Statements in this press release which are not purely
historical, including statements regarding Peregrine Pharmaceuticals'
intentions, hopes, beliefs, expectations, representations, projections, plans
or
predictions of the future are forward-looking statements within the meaning
of
the Private Securities Litigation Reform Act of 1995. The forward-looking
statements involve risks and uncertainties including, but not limited to, the
risk that the Company will not be able to regain compliance with the Nasdaq
minimum bid requirement and the uncertainty as to whether its stock will
continue to trade on the Nasdaq Capital Market. It is important to note that
the
Company's actual results could differ materially from those in any such
forward-looking statements. Factors that could cause actual results to differ
materially include, but are not limited to, uncertainties associated with
completing preclinical and clinical trials for our technologies; the early
stage
of product development; the significant costs to develop our products as all
of
our products are currently in development, preclinical studies or clinical
trials; obtaining additional financing to support our operations and the
development of our products; obtaining regulatory approval for our technologies;
anticipated timing of regulatory filings and the potential success in gaining
regulatory approval and complying with governmental regulations applicable
to
our business. Our business could be affected by a number of other factors,
including the risk factors listed from time to time in the Company's SEC reports
including, but not limited to, the annual report on Form 10-K for the year
ended
April 30, 2007. The Company cautions investors not to place undue reliance
on
the forward-looking statements contained in this press release. Peregrine
Pharmaceuticals, Inc. disclaims any obligation, and does not undertake to update
or revise any forward-looking statements in this press release.