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):
November 23, 2005
(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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14272
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
1.01.
Entry
Into a Material Definitive Agreement.
On
November 23, 2005 (the “Effective Date”), the Registrant entered into a Common
Stock Purchase Agreement (the “Agreement”) with Double U Master Fund LP, an
institutional investor (the “Investor”), pursuant to which the Registrant is
selling, and the Investor is purchasing, 8 million shares of the Registrant’s
common stock in exchange for $6.7 million. Pursuant to the Agreement, the
closing of the purchase and sale will occur on or before December 5, 2005 (the
“Closing Date”). The shares of common stock are being issued from the
Registrant’s shelf registration statement on Form S-3, File No.
333-128322.
Pursuant
to the terms of the Agreement, the Registrant has agreed not to file another
shelf registration statement pursuant to Rule 415 of the Securities Act of
1933,
as amended, for a period of seventy-five (75) days following the Effective
Date,
provided, however, this restriction shall lapse prior to the expiration of
such
period if the volume weighted average price of the Registrant’s common stock
equals or exceeds $1.26 per share for five consecutive days. In addition,
pursuant to the Agreement, the Registrant has granted to the Investor, for
a
period of ninety (90) days following the closing date of the Agreement, a right
of first refusal to purchase any new securities that the Registrant may propose
to issue.
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: November 23, 2005 | By: | /s/ Paul Lytle |
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Paul Lytle Chief Financial Officer |
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