Avid Bioservices, Inc.
PEREGRINE PHARMACEUTICALS INC (Form: SC 13D/A, Received: 10/27/2017 16:13:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7) 1

Peregrine Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

713661502

(CUSIP Number)

John S. Stafford, III
c/o Ronin Trading, LLC
350 N. Orleans Street, Suite 2N
Chicago, IL 60654
(312) 244-5284  

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 25, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

1

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

John S. Stafford, III

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

3,310,652(1)

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,310,652(1)  
    10   SHARED DISPOSITIVE POWER  
           
          0

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

3,310,652 (1)

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

7.3%

 
  14   TYPE OF REPORTING PERSON  
         
        IN  


(1)     Includes 137,260 shares of Common Stock issuable upon conversion of 115,299 shares of Series E Convertible Preferred Stock.  Ronin Trading, LLC is owned and managed by John S. Stafford, III, and Mr. Stafford is the indirect beneficial owner of all of the shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series E Convertible Preferred Stock) of Peregrine Pharmaceuticals, Inc. beneficially owned by Ronin Trading, LLC.

2

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

Ronin Trading, LLC

32-0400192

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

3,310,652(2)

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,310,652(2)  
    10   SHARED DISPOSITIVE POWER  
           
         

0

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

3,310,652 (2)

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

7.3%

 
  14   TYPE OF REPORTING PERSON  
         
        OO  


(2)     Includes 137,260 shares of Common Stock issuable upon conversion of 115,299 shares of Series E Convertible Preferred Stock.  Ronin Trading, LLC is owned and managed by John S. Stafford, III, and Mr. Stafford is the indirect beneficial owner of all of the shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series E Convertible Preferred Stock) of Peregrine Pharmaceuticals, Inc. beneficially owned by Ronin Trading, LLC.

3

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

Roger Farley

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

301,190 (3)

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

301,190 (3)

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

301,190 (3)

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        IN  


(3)     Includes 1,190 shares of Common Stock issuable upon conversion of 1,000 shares of Series E Convertible Preferred Stock.

4

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

Stephen White

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

714,047 (4)

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

714,047 (4)

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

714,047 (4)

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.6%

 
  14   TYPE OF REPORTING PERSON  
         
        IN  


(4)     Includes 14,047 shares of Common Stock issuable upon conversion of 11,800 shares of Series E Convertible Preferred Stock. Stephen White is the indirect beneficial owner of all of the shares of Common Stock (including shares of Common Stock issuable upon conversion of shares of Series E Convertible Preferred Stock) of Peregrine Pharmaceuticals, Inc. beneficially owned in the aggregate by SW Investment Management LLC and SWIM Partners LP by virtue of his having sole voting and dispositive power over such shares.

5

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

SW Investment Management LLC

81-0765824

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Illinois

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

714,047 (5)

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

714,047 (5)

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

714,047 (5)

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.6%

 
  14   TYPE OF REPORTING PERSON  
         
       

IA, OO

 


(5)           Includes 14,047 shares of Common Stock issuable upon conversion of 11,800 shares of Series E Convertible Preferred Stock. 203,714 shares of Common Stock (including 3,714 shares of Common Stock issuable upon conversion of 3,120 shares of Series E Convertible Preferred Stock) of Peregrine Pharmaceuticals, Inc. are held in an account separately managed by SW Investment Management LLC (the “SW Account”). 510,333 shares of Common Stock (including 10,333 shares of Common Stock issuable upon conversion of 8,680 shares of Series E Convertible Preferred Stock) of Peregrine Pharmaceuticals, Inc. are directly beneficially owned by SWIM Partners LP. SW Investment Management LLC, as the general partner and investment adviser of SWIM Partners LP and the investment adviser to the SW Account, may be deemed to beneficially own the securities owned directly by SWIM Partners and held in the SW Account.

7

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

SWIM Partners LP

90-0852885

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

Delaware

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

510,333 (6)

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

510,333 (6)

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

510,333 (6)

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

1.1%

 
  14   TYPE OF REPORTING PERSON  
         
       

PN
 


(6)           Includes 10,333 shares of Common Stock issuable upon conversion of 8,680 shares of Series E Convertible Preferred Stock. Stephen White is the indirect beneficial owner of all 510,333 shares of Common Stock (including 10,333 shares of Common Stock issuable upon conversion of 8,680 shares of Series E Convertible Preferred Stock) of Peregrine Pharmaceuticals, Inc. beneficially owned by SWIM Partners LP by virtue of his having sole voting and dispositive power over such shares.

8

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

James J. Egan

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

0

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

0

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

0

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

0%

 
  14   TYPE OF REPORTING PERSON  
         
       

IN
 

9

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

Richard B. Hancock

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

0

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

0

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

0

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

0%

 
  14   TYPE OF REPORTING PERSON  
         
       

IN
 

10

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

Joel McComb

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

0

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

0

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

0

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

0%

 
  14   TYPE OF REPORTING PERSON  
         
       

IN
 

11

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

Gregory P. Sargen

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

0

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

0

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

0

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

0%

 
  14   TYPE OF REPORTING PERSON  
         
       

IN
 

12

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

Brian W. Scanlan

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

0

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

0

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

0

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

0%

 
  14   TYPE OF REPORTING PERSON  
         
       

IN
 

13

CUSIP NO. 713661502

  1   NAME OF REPORTING PERSON  
         
       

Saiid Zarrabian

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

0

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

0

 
    10   SHARED DISPOSITIVE POWER  
           
         

0
 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

0

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

0%

 
  14   TYPE OF REPORTING PERSON  
         
       

IN
 

14

CUSIP NO. 713661502

Item 1.      Security and Issuer

 

This Amendment No. 7 (this “Amendment”) to the Statement on Schedule 13D filed on March 2, 2017, as amended by Amendment No. 1 to the Statement on Schedule 13D filed on March 10, 2017, Amendment No. 2 to the Statement on Schedule 13D filed on June 20, 2017, Amendment No. 3 to the Statement on Schedule 13D filed on June 29, 2017, Amendment No. 4 to the Statement on Schedule 13D filed on July 14, 2017, Amendment No. 5 to the Statement on Schedule 13D filed on October 11, 2017 and Amendment No. 6 to the Statement on Schedule 13D filed on October 17, 2017 (as amended, the “Schedule 13D”), filed on behalf of John S. Stafford, III, Ronin Trading, LLC, Roger Farley, Stephen White, SW Investment Management LLC, SWIM Partners LP, James J. Egan, Richard B. Hancock, Joel McComb, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian relating to the Common Stock, par value $0.001 per share, of Peregrine Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 14282 Franklin Avenue, Tustin, California 92780. The Schedule 13D is hereby further amended and supplemented as follows:

 

Item 2.      Identity and Background

 

Items 2(a) through 2(f) of the Schedule 13D are amended to read as follows:

 

(a)          Name:  John S. Stafford, III

 

Ronin Trading, LLC

 

Roger Farley

 

Stephen White

 

SW Investment Management LLC

 

SWIM Partners LP

 

James J. Egan

 

Richard B. Hancock

 

Joel McComb

 

Gregory P. Sargen

 

Brian W. Scanlan

 

Saiid Zarrabian

 

(each a “Reporting Person” and collectively, the “Reporting Persons”)

 

(b)          Business address for Reporting Persons:

 

John S. Stafford, III, Ronin Trading, LLC and Roger Farley: 350 N. Orleans Street, Suite 2N, Chicago, IL 60654

 

Stephen White, SW Investment Management LLC and SWIM Partners LP: 737 N Michigan Avenue, Suite 2250, Chicago IL 60611

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CUSIP NO. 713661502

 

James J. Egan: 4811 Island Pond Court, Unit 805, Bonita Springs, Florida 34134

 

Richard B. Hancock: PO Box 1421, La Jolla, CA 92038

 

Joel McComb: PO Box 402, Rancho Santa Fe, CA 92067

 

Gregory P. Sargen: c/o Cambrex Corp., 1 Meadowlands Plaza, East Rutherford, NJ 07073

 

Brian W. Scanlan: 17 Thornton Ferry Rd. 1, Amherst, NH 03031

 

Saiid Zarrabian: P.O. Box 675765, Rancho Sante Fe, CA 92067

 

(c)           John S. Stafford, III is the president, chief executive officer and manager of Ronin Trading, LLC, a Delaware limited liability company, with its principal place of business located at 350 N. Orleans Street, Suite 2N, Chicago, IL 60654. Ronin Trading, LLC is engaged in the business of proprietary trading.

 

Roger Farley is a trader and equity member of Ronin Capital, LLC, a Delaware limited liability company, with its principal place of business located at 350 N. Orleans Street, Suite 2N, Chicago, IL 60654.

 

Stephen White is the manager of SW Investment Management LLC, an Illinois limited liability company, with its principal place of business at 737 N Michigan Avenue, Suite 2250, Chicago IL 60611, which is the general partner and investment adviser of SWIM Partners LP, a Delaware limited partnership, and the investment adviser of the SW Account.

 

James J. Egan serves as a strategic advisor to Numab AG, a Swiss biotech company that develops antibody-based therapeutics with its principal place of business located at Einsiedlerstrasse 34, 8820 Wädenswil, Switzerland. Mr. Egan also currently serves as a Consultant to MSM Protein Technologies, Inc., an early drug development company, CuroNZ Ltd., a clinical stage biotechnology company, and ATEA Pharmaceuticals, Inc., an emerging biopharmaceutical company.

 

Richard B. Hancock serves as Chairman of the Board and Executive Director of Argonaut Manufacturing Services, Inc., a Delaware corporation that is a contract development and manufacturing organization focused on the biotechnology and life sciences industries with its principal place of business located at 2841 Loker Ave E, Carlsbad, CA 92010. Mr. Hancock also serves as a director of Tempo Therapeutics, Inc., a company focused on regenerative tissue therapies using synthetic materials.

 

Joel McComb is the Chief Executive Officer and Chairman of BioSpyder Technologies, Inc., a Delaware corporation that is a molecular profiling company with its principal place of business located at 5922 Farnsworth Ct, Carlsbad, CA 92008. Mr. McComb also currently serves as the Chairman of each of BioClavis, Inc. and Cellsensus, Inc., life science and diagnostic companies.

 

Gregory P. Sargen is the Executive Vice President of Corporate Development of Cambrex Corp., a Delaware corporation, with its principal place of business located at 1 Meadowlands Plaza, East Rutherford, NJ 07073.

 

Brian W. Scanlan is Managing Partner of Freedom Bioscience Partners, LLC, a New Hampshire limited liability company with its principal place of business located at 17 Thornton Ferry Rd. 1, Amherst, NH 03031.

 

Saiid Zarrabian is an advisor to Redline Capital Partners, S.A., an entity organized under the laws of Luxembourg with its principal place of business located at 26 Avenue Monterey, Luxembourg City, L-2163.

 

(d)          None of the Reporting Persons was, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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CUSIP NO. 713661502

 

(e)           None of the Reporting Person was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

 

(f)            John S. Stafford, III is a citizen of the United States.

 

  Ronin Trading, LLC is a Delaware limited liability company.

 

  Roger Farley is a citizen of the United States.

 

  Stephen White is a citizen of the United States.

   

  SW Investment Management LLC is an Illinois limited liability company.

 

  SWIM Partners LP is a Delaware limited partnership.

 

  James J. Egan is a citizen of the United States.

 

  Richard B. Hancock is a citizen of the United States.

 

  Joel McComb is a citizen of the United States.

 

  Gregory P. Sargen is a citizen of the United States.

 

  Brian W. Scanlan is a citizen of the United States.

 

  Saiid Zarrabian is a citizen of the United States.

 

Item 3.     Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

Ronin Trading, LLC is the beneficial owner of an aggregate of 3,310,652 shares of Common Stock (including 137,260 shares of Common Stock issuable upon conversion of 115,299 shares of Series E Convertible Preferred Stock) which were purchased for an aggregate consideration of $13,319,595 (after giving effect to the sale of 441,595 shares of Common Stock on February 17, 2017 for $260,572,  the sale of 4,800 shares of Common Stock on March 2, 2017 for $3,263, the sale of 150,000 shares of Common Stock on March 3, 2017 for $110,515 and the sale of 46 shares of Series E Convertible Preferred Stock on March 6, 2017 for $1,028).  The aggregate consideration reflects Ronin Trading, LLC’s basis in those shares for filed income tax purposes.

 

Roger Farley is the beneficial owner of an aggregate of 301,190 shares of Common Stock (including 1,190 shares of Common Stock issuable upon conversion of 1,000 shares of Series E Convertible Preferred Stock) which were purchased for an aggregate consideration of $1,217,243.

 

203,714 shares of Common Stock (including 3,714 shares of Common Stock issuable upon conversion of 3,120 shares of Series E Convertible Preferred Stock) of Peregrine Pharmaceuticals, Inc. are held in the SW Account, which were purchased for aggregate consideration of $597,582.

 

SWIM Partners LP is the beneficial owner of an aggregate of 510,333 shares of Common Stock (includes 10,333 shares of Common Stock issuable upon conversion of 8,680 shares of Series E Convertible Preferred Stock) which were purchased for an aggregate consideration of $1,538,838 (after giving effect to the sale of 77,246 shares of Common Stock on January 5, 2017 for $23,258).

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CUSIP NO. 713661502

 

Item 4.     Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended to add the following:

 

On October 25, 2017 and October 26, 2017, Ronin Trading, LLC delivered supplements (together, the “Nomination Supplements”) to that certain letter delivered by Ronin Trading, LLC to the Issuer on July 12, 2017, as supplemented on October 9, 2017, pursuant to which Ronin Trading, LLC nominated James J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian for election to the Board of Directors (the “Board”) of the Issuer at the 2017 annual meeting of stockholders (the “Annual Meeting”). Pursuant to the Nomination Supplements, Ronin Trading, LLC notified the Issuer of its additional nominations of Richard B. Hancock and Joel McComb for election to the Board at the Annual Meeting, and has therefore nominated a total of six candidates, James J. Egan, Richard B. Hancock, Joel McComb, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian for election to the Board at the Annual Meeting.

 

On October 27, 2017, Ronin Trading, LLC and SW Investment Management LLC (together with the other participants in their solicitation, “Ronin”) issued a press release announcing the additional nominations of Messrs. Hancock and McComb. Ronin also explained its belief that the Issuer’s long-standing incumbent non-employee directors, Carlton M. Johnson Jr., David H. Pohl and Eric S. Swartz, continue to place their interests ahead of the Issuer and its stockholders, most recently by disclosing an amended non-employee director compensation program that pays a much smaller cash retainer; yet, it is not applicable to Messrs. Johnson, Pohl and Swartz as they are expected to “transition to the new non-employee director compensation program over a period of time,” as explained in the Issuer’s Form 8-K filed on October 23, 2017. Ronin reiterated its demand for the Issuer to promptly hold the Annual Meeting and questioned what excuse the Issuer has left for failing to call the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 

 

Item 5.     Interest in Securities of the Issuer

 

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:

 

All of the percentages of beneficial ownership of the Reporting Persons set forth in this Schedule 13D are based on 45,096,081 shares of issued and outstanding Common Stock as of September 6, 2017, as reported in the Issuer’s Form 10-Q filed on September 11, 2017, and a current conversion rate of approximately 1.19 shares of Common Stock for every share of Series E Convertible Preferred Stock, with fractional shares being cashed out upon conversion.

 

As of October 26, 2017, Ronin Trading, LLC directly beneficially owns 3,310,652 shares of Common Stock, including 137,260 shares of Common Stock that may be acquired upon the conversion of 115,299 shares of Series E Convertible Preferred Stock, representing approximately 7.3% of the outstanding shares of Common Stock. Mr. Stafford, as the manager of Ronin Trading, LLC, may be deemed to beneficially own the 3,310,652 shares of Common Stock beneficially owned by Ronin Trading, LLC, representing approximately 7.3% of the outstanding shares of Common Stock.

 

As of October 26, 2017, Roger Farley directly beneficially owns 301,190 shares of Common Stock, including 1,190 shares of Common Stock that may be acquired upon the conversion of 1,000 shares of Series E Convertible Preferred Stock, representing less than 1% of the outstanding shares of Common Stock.

 

As of October 26, 2017, SWIM Partners LP directly beneficially owns 510,333 shares of Common Stock, including 10,333 shares of Common Stock that may be acquired upon the conversion of 8,680 shares of Series E Convertible Preferred Stock, representing approximately 1.1% of the outstanding shares of Common Stock. As of the date hereof, 203,714 shares of Common Stock were beneficially held in the SW Account, including 3,714 shares of Common Stock that may be acquired upon the conversion of 3,120 shares of Series E Convertible Preferred Stock, representing less than 1% of the outstanding shares of Common Stock. SW Investment Management LLC, as the general partner and investment adviser of SWIM Partners LP and the investment adviser of the SW Account, may be deemed to beneficially own the 714,047 shares of Common Stock beneficially owned in the aggregate by SWIM Partners LP and held in the SW Account, representing approximately 1.6% of the outstanding shares of Common Stock. Mr. White, as the manager of SW Investment Management LLC, may be deemed to beneficially own the 714,047 shares of Common Stock beneficially owned in the aggregate by SWIM Partners LP and held in the SW Account, representing approximately 1.6% of the outstanding shares of Common Stock.

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CUSIP NO. 713661502

 

As of October 26, 2017, Messrs. Egan, Hancock, McComb, Sargen, Scanlan and Zarrabian did not beneficially own any shares of Common Stock.

 

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

Subsequent to the filing of Amendment No. 6 to the Schedule 13D, the Reporting Persons engaged in the following transactions with respect to the Issuer’s securities:

 

Roger Farley

 

Common Stock:

 

· On October 17, 2017, Mr. Farley purchased 115,427 shares at a price of $3.9921 per share.

· On October 19, 2017, Mr. Farley purchased 28,871 shares at a price of $4.0475 per share.
· On October 20, 2017, Mr. Farley purchased 10,387 shares at a price of $4.0800 per share.
· On October 23, 2017, Mr. Farley purchased 15,742 shares at a price of $4.1083 per share.

· On October 24, 2017, Mr. Farley purchased 20,000 shares at a price of $4.1749 per share.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended to add the following:

 

On October 25, 2017, Mr. Hancock entered into a Joinder Agreement (the “October 25 th Joinder”) to that certain Joint Filing and Solicitation Agreement, dated July 12, 2017 and the Joinder Agreements thereto, dated October 9, 2017 and October 13, 2017, pursuant to which Mr. Hancock agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the October 25 th Joinder is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On October 26, 2017, Mr. McComb entered into a Joinder Agreement (the “October 26 th Joinder”) to that certain Joint Filing and Solicitation Agreement, dated July 12, 2017 and the Joinder Agreements thereto, dated October 9, 2017, October 13, 2017 and October 25, 2017, pursuant to which Mr. McComb agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the October 26 th Joinder is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

Ronin Trading, LLC and SWIM Partners LP have entered into letter agreements with each of Messrs. Hancock and McComb pursuant to which they agreed to indemnify Messrs. Hancock and McComb against claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

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CUSIP NO. 713661502

 

Item 7.     Material to be Filed as Exhibits

 

Item 7 is hereby amended to add the following exhibits:

 

99.1       Press Release, dated October 27, 2017.

 

99.2       Joinder Agreement, dated October 25, 2017.

 

99.3       Joinder Agreement, dated October 26, 2017.

 

99.4       Form of Indemnification Letter Agreement.

 

99.5       Powers of Attorney.

 

 

 

Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

 

[signature page follows]

 

 

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CUSIP NO. 713661502

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

    DATE:

October 27, 2017

     
     
     
RONIN TRADING, LLC    
     
By:

/s/ Agnes Burda

   
Name:

Agnes Burda

 

/s/ John S. Stafford, III

Title:

Chief Compliance Officer

  JOHN S. STAFFORD, III
       
SW INVESTMENT MANAGEMENT LLC    
     
By:

/s/ Stephen White

   
Name:

Stephen White

 

/s/ Stephen White

Title:

Manager

  Stephen White
     
     
SWIM PARTNERS LP    
     
By:

/s/ Stephen White

   
Name:

Stephen White

   
Title:

Manager of General Partner

   
   

/s/ Roger Farley

    Roger Farley

***

   
James J. Egan    
     

***

   
Richard B. Hancock    
     

***

   
Joel McComb    
     

***

 
Gregory P. Sargen    
     

***

   
Brian W. Scanlan    
     

***

   
Saiid Zarrabian    
   
   
*** By:

/s/ John S. Stafford, III

 
    John S. Stafford, III  
    Attorney-in-fact  

 

 

21

Exhibit 99.1

 

RONIN TRADING AND SW INVESTMENT MANAGEMENT ANNOUNCE ADDITIONAL NOMINATIONS TO BOARD OF PEREGRINE PHARMACEUTICALS

CDMO Executive Richard (Rick) B. Hancock and Life Sciences Executive Joel McComb Join Slate of Six Highly Qualified Candidates for Election at Upcoming 2017 Annual Meeting

Ronin Reiterates Demand for Peregrine to Hold 2017 Annual Meeting without Further Delay

 

CHICAGO, IL, OCTOBER 27, 2017 – Ronin Trading, LLC and SW Investment Management LLC (together with the other participants in their solicitation, “Ronin” or “we”), collectively the largest stockholder of Peregrine Pharmaceuticals, Inc. (“Peregrine” or the “Company”) (NASDAQ:PPHM), with aggregate beneficial ownership of approximately 9.6% of the Company’s outstanding shares of common stock, today issued the following statement with respect to Peregrine.

We are glad to announce our additional nominations of Richard (Rick) B. Hancock, a +30-year biologic contract design and manufacturing organization (“CDMO”) veteran, and Joel McComb, an entrepreneur and +25-year veteran of life sciences companies, for election to Peregrine’s Board of Directors (the “Board”) at the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”). We believe Mr. Hancock’s prior experience as the President and CEO of Althea Technologies, Inc. (“Althea”), a large molecule CDMO that was acquired by Ajinomoto Co., Inc. in 2013 for $175 million, as well as his years of cGMP manufacturing experience prior to Althea, make him well qualified for the Board. We believe Mr. McComb’s decades of experience in senior roles at major life sciences companies and deep understanding of the processes and equipment used for analysis and production during biologic drug discovery will make him a valuable addition to the Board. Messrs. Hancock and McComb’s impressive qualifications, which are discussed in greater detail below, make them great additions to our previously announced slate of nominees – James J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian. 

We remain confident that stockholders are eager for a wholesale change to the composition of the Board and executive leadership regardless of the Company’s eleventh-hour actions. It is apparent to us that the long-standing incumbent non-employee directors, Carlton M. Johnson Jr., David H. Pohl and Eric S. Swartz, continue to place their interests ahead of the Company and its stockholders, most recently by disclosing an amended non-employee director compensation program that pays a much smaller cash retainer; yet, it is not applicable to Messrs. Johnson, Pohl and Swartz as they are expected to “transition to the new non-employee director compensation program over a period of time,” 1 whatever that means. We reiterate our demand for the Company to promptly hold the 2017 Annual Meeting so stockholders have the opportunity to elect representatives capable of representing stockholders’ best interests. With the Company having its slate of directors in place, what excuse is left now for failing to call the 2017 Annual Meeting?

  Richard (Rick) B. Hancock has worked in the biologic CDMO industry for over 30 years in various operational and executive roles, serving most recently as President and CEO of Althea, a large molecule CDMO producing a wide range of biologics, vaccines and parenteral products. Mr. Hancock was Althea’s CEO at the time it was purchased in 2013 for $175 million by multi-billion dollar Japanese chemicals company Ajinomoto Co., Inc. Prior to joining Althea in 1998, he was the Sr. Director of Operations at The Immune Response Corporation where he was responsible for manufacturing, process development, QA and related functions. He began his biotech career at Hybritech Inc. (now part of Eli Lilly & Company), one of the earliest pioneers in monoclonal antibodies where he was responsible for manufacturing and process development of injectable products. Mr. Hancock has made numerous technical presentations to industry organizations and published extensively on topics ranging from regulatory affairs and process and facility validation, to managing contract manufacturing relationships. He is currently the Chairman of the Board and Executive Director of Argonaut Manufacturing Services, Inc., a CDMO focused on the biotechnology and life sciences industries, and a director of each of Tempo Therapeutics, Inc., a company focused on regenerative tissue therapies using synthetic materials, and ALMA Life Sciences Foundation, a non-profit dedicated to bringing effective and inexpensive vaccines to those in need. Mr. Hancock received a BA in microbiology from Miami University.


1 Peregrine Form 8-K filed on October 23, 2017.

 

 

  Joel McComb is the CEO, Chairman and Co-Founder of BioSpyder Technologies, Inc., an innovative life sciences company that develops molecular profiling assay technology. From 2008-2010, Mr. McComb was a Senior Vice President and General Manager of Illumina, Inc., a $30 billion developer of genetic analytic tools for use with sequencing, genotyping and gene expression. From 2004-2007, Mr. McComb was the President of GE Healthcare’s Life Sciences and Discovery Systems division with over $600 million in annual sales, and from 2007-2008 he was the President of GE Healthcare’s $700 million Interventional Medicine division. Prior to GE Healthcare, Mr. McComb was the President, CEO and a director of Innovadyne Technologies, Inc., a fluidics technology company for drug discovery that was acquired in 2004 by Gilson, Inc., a private life sciences systems and equipment manufacturer. From 1995-2001 Mr. McComb held various positions at Beckman Coulter, Inc., including roles as General Manager of the Primary Care Diagnostic Division and Director of Corporate Business Development, Diagnostics and Bioresearch. Mr. McComb began his career in the Biotechnical Services Division of Charles River Laboratories (at the time a division of Bausch & Lomb Inc.) where he was a National Business Manager for the company’s monoclonal antibody CDMO division. Mr. McComb previously was a director of Bio-Rad Laboratories, Inc., a $6.5 billion clinical diagnostics and instrumentation company, from July 2014 to April 2017, with its stock appreciating approximately 23.9% annualized during his tenure. Mr. McComb earned a Bachelor of Science degree in genetics from the University of California, Davis and an MBA from Golden Gate University.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Ronin Trading, LLC, together with the other participants named herein (collectively, “Ronin”), has filed a preliminary proxy statement and an accompanying proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of six highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the solicitation are Ronin Trading, LLC (“Ronin Trading”), John S. Stafford, III, SWIM Partners LP (“SWIM Partners”), SW Investment Management LLC (“SW Management”), Stephen White, Roger Farley, James J. Egan, Richard B. Hancock, Joel McComb, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian.

 

 

As of the date hereof, Ronin Trading directly beneficially owned 3,310,652 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), including 137,260 shares of Common Stock that may be acquired upon the conversion of 115,299 shares of the Company’s 10.50% Series E Convertible Preferred Stock, $0.001 par value per share (“Series E Preferred Stock”). Mr. Stafford, as the Manager of Ronin Trading, may be deemed to beneficially own the 3,310,652 shares of Common Stock beneficially owned directly by Ronin Trading. As of the date hereof, SWIM Partners directly beneficially owned 510,333 shares of Common Stock, including 10,333 shares of Common Stock that may be acquired upon the conversion of 8,680 shares of Series E Preferred Stock. As of the date hereof, an account separately managed by SW Management (the “SW Account”) held 203,714 shares of Common Stock, including 3,714 shares of Common Stock that may be acquired upon the conversion of 3,120 shares of Series E Preferred Stock. SW Management, as the general partner and investment adviser of SWIM Partners and the investment adviser of the SW Account, may be deemed to beneficially own the 714,047 shares of Common Stock beneficially owned in the aggregate by SWIM Partners and held in the SW Account. Mr. White, as the Manager of SW Management, may be deemed to beneficially own the 714,047 shares of Common Stock beneficially owned in the aggregate by SWIM Partners and held in the SW Account. As of the date hereof, Mr. Farley directly beneficially owned 301,190 shares of Common Stock, including 1,190 shares of Common Stock that may be acquired upon the conversion of 1,000 shares of Series E Preferred Stock. As of the date hereof, Messrs. Egan, Hancock, McComb, Sargen, Scanlan and Zarrabian did not beneficially own any securities of the Company.

 

Investor Contact:

Stephen White
SW Investment Management LLC
(312) 765-7033

 

 


Exhibit 99.2

 

JOINDER AGREEMENT

This JOINDER AGREEMENT (the “Joinder”) is dated as of October 25, 2017 by and among Ronin Trading, LLC, John S. Stafford, III, SWIM Partners LP, SW Investment Management LLC, Stephen White, Roger Farley, James J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian (collectively, the “Existing Members”) and Richard B. Hancock (the “New Member”).

WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement, dated as of July 12, 2017 and Joinder Agreements thereto, dated October 9, 2017 and October 13, 2017 (collectively, the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of (i) seeking representation on the Board of Directors of Peregrine Pharmaceuticals, Inc. at the 2017 Annual Meeting (as defined in the Agreement), (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing; and

WHEREAS, the New Member desires to join the group formed by the Existing Members.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:

1.             Effective immediately, the New Member is joined as a party to the Agreement.

2.             The New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.

3.             This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[Signatures appear on next page]

 

 
 

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the day and year first above written.

  Ronin Trading, LLC
     
  By:

/s/ John S. Stafford, III

    Name: John S. Stafford, III
    Title: Manager

 

 

 

/s/ John S. Stafford, III

 

John S. Stafford, III

Individually and as attorney-in-fact for James J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian

 

 

  SWIM Partners LP
   
  By: SW Investment Management LLC
General Partner
   
  By: /s/ Stephen White
    Name: Stephen White
    Title: Manager

 

 

  SW Investment Management LLC
   
  By: /s/ Stephen White
    Name: Stephen White
    Title: Manager

 

 

  /s/ Stephen White
  Stephen White

 

 

  /s/ Roger Farley
  Roger Farley

 

 

  /s/ Richard B. Hancock
  Richard B. Hancock

 

 

Exhibit 99.3

 

JOINDER AGREEMENT

This JOINDER AGREEMENT (the “Joinder”) is dated as of October 26, 2017 by and among Ronin Trading, LLC, John S. Stafford, III, SWIM Partners LP, SW Investment Management LLC, Stephen White, Roger Farley, James J. Egan, Richard B. Hancock, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian (collectively, the “Existing Members”) and Joel McComb (the “New Member”).

WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement, dated as of July 12, 2017 and Joinder Agreements thereto, dated October 9, 2017, October 13, 2017 and October 25, 2017 (collectively, the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of (i) seeking representation on the Board of Directors of Peregrine Pharmaceuticals, Inc. at the 2017 Annual Meeting (as defined in the Agreement), (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing; and

WHEREAS, the New Member desires to join the group formed by the Existing Members.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:

1.             Effective immediately, the New Member is joined as a party to the Agreement.

2.             The New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.

3.             This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[Signatures appear on next page]

 

 
 

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the day and year first above written.

  Ronin Trading, LLC
     
  By:

/s/ John S. Stafford, III

    Name: John S. Stafford, III
    Title: Manager

 

 

 

/s/ John S. Stafford, III

 

John S. Stafford, III

Individually and as attorney-in-fact for James J. Egan, Richard B. Hancock, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian

 

 

  SWIM Partners LP
   
  By: SW Investment Management LLC
General Partner
   
  By: /s/ Stephen White
    Name: Stephen White
    Title: Manager

 

 

  SW Investment Management LLC
   
  By: /s/ Stephen White
    Name: Stephen White
    Title: Manager

 

 

  /s/ Stephen White
  Stephen White

 

 

  /s/ Roger Farley
  Roger Farley

 

 

  /s/ Joel McComb
  Joel McComb

 

Exhibit 99.4

 

 

RONIN TRADING, LLC

350 N. Orleans Street, Suite 2N

Chicago, IL 60654

SWIM PARTNERS LP

c/o SW Investment Management LLC

737 N Michigan Avenue, Suite 2250

Chicago, IL 60611

 

 

October __, 2017

 

 

Re: Peregrine Pharmaceuticals, Inc.

Dear _______:

 

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Peregrine Pharmaceuticals, Inc. (the “Company”) in connection with the proxy solicitation that Ronin Trading, LLC and SWIM Partners LP (together the “Ronin Group”) are considering undertaking to nominate and elect directors at the Company’s 2017 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Ronin Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter agreement (this “Agreement”) will set forth the terms of our agreement.

The Ronin Group agrees to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Ronin Group Solicitation and any related transactions, irrespective of the outcome; provided , however , that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further , that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Ronin Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Ronin Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Ronin Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Ronin Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Ronin Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Ronin Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Ronin Group, its affiliates or any members of any group formed by the Ronin Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“Schedule 13D Group”) which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, I nformation shall not include any information that is publicly disclosed by the Ronin Group, its affiliates or any members of any Schedule 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

 

 

 

Notwithstanding the foregoing, i f you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Ronin Group so that the Ronin Group may seek a protective order or other appropriate remedy or, in the Ronin Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Ronin Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Ronin Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

 

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Ronin Group and, upon the request of a representative of the Ronin Group, all such information shall be returned or, at the Ronin Group’s option, destroyed by you, with such destruction confirmed by you to the Ronin Group in writing.

 

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

 

*      *      * 

 

 

 If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

 

 

  RONIN TRADING, LLC
   
  By:
 
    Name: John S. Stafford, III
    Title: Manager

 

 

 

 

 

  SWIM PARTNERS LP
   
  By: SW Investment Management LLC
    General Partner
     
  By:
 
    Name: Stephen White
    Title: Manager

 

 

 

 

 

 

ACCEPTED AND AGREED:

 

__________________________

 

Exhibit 99.5

 

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints John S. Stafford, III the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Peregrine Pharmaceuticals, Inc., a Delaware corporation (the “Company”), directly or indirectly beneficially owned by Ronin Trading, LLC or any of its affiliates or members of its Schedule 13D group (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2017 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.                   executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.                   if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.                   executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.                   performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.                   taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25 th day of October 2017.

 

 

/s/ Richard B. Hancock

  Richard B. Hancock

 

 

 

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints John S. Stafford, III the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Peregrine Pharmaceuticals, Inc., a Delaware corporation (the “Company”), directly or indirectly beneficially owned by Ronin Trading, LLC or any of its affiliates or members of its Schedule 13D group (collectively, the “Group”), and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2017 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.                   executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.                   if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.                   executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.                   performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.                   taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26 th day of October 2017.

 

/s/ Joel McComb

  Joel M c Comb