FORM
10-Q
|
ý
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
95-3698422
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
14272
Franklin Avenue, Tustin, California
|
92780-7017
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Class
|
Number
of Shares Outstanding
|
|
Common
Stock, $0.001 par value
|
174,044,349
shares of common stock as of December 5,
2005
|
Page
No.
|
|||
1
|
|||
3
|
|||
4
|
|||
5
|
|||
18
|
|||
18
|
|||
28
|
|||
28
|
|||
28
|
|||
29
|
|||
30
|
|||
30
|
|||
30
|
|||
31
|
|||
31
|
|||
32
|
|||
ITEM 1. |
FINANCIAL
STATEMENTS
|
OCTOBER
31,
2005
|
APRIL
30,
2005
|
||||||
Unaudited
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
11,902,000
|
$
|
9,816,000
|
|||
Trade
and other receivables, net of allowance for doubtful accounts of
$72,000
(October) and $69,000 (April)
|
491,000
|
486,000
|
|||||
Inventories
|
1,487,000
|
627,000
|
|||||
Prepaid
expenses and other current assets
|
877,000
|
1,197,000
|
|||||
Total
current assets
|
14,757,000
|
12,126,000
|
|||||
PROPERTY:
|
|||||||
Leasehold
improvements
|
494,000
|
494,000
|
|||||
Laboratory
equipment
|
3,209,000
|
3,029,000
|
|||||
Furniture,
fixtures and computer equipment
|
684,000
|
647,000
|
|||||
4,387,000
|
4,170,000
|
||||||
Less
accumulated depreciation and amortization
|
(2,732,000
|
)
|
(2,532,000
|
)
|
|||
Property,
net
|
1,655,000
|
1,638,000
|
|||||
OTHER
ASSETS:
|
|||||||
Note
receivable, net of allowance of $1,475,000 (October) and $1,512,000
(April)
|
–
|
–
|
|||||
Other
|
554,000
|
481,000
|
|||||
Total
other assets
|
554,000
|
481,000
|
|||||
TOTAL
ASSETS
|
$
|
16,966,000
|
$
|
14,245,000
|
OCTOBER
31,
2005
|
APRIL
30,
2005
|
||||||
Unaudited
|
|||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable
|
$
|
1,161,000
|
$
|
1,325,000
|
|||
Accrued
clinical trial site fees
|
61,000
|
8,000
|
|||||
Accrued
legal and accounting fees
|
176,000
|
549,000
|
|||||
Accrued
royalties and license fees
|
152,000
|
149,000
|
|||||
Accrued
payroll and related costs
|
572,000
|
806,000
|
|||||
Notes
payable, current portion
|
325,000
|
234,000
|
|||||
Other
current liabilities
|
470,000
|
563,000
|
|||||
Deferred
revenue
|
1,060,000
|
517,000
|
|||||
Total
current liabilities
|
3,977,000
|
4,151,000
|
|||||
NOTES
PAYABLE
|
474,000
|
434,000
|
|||||
DEFERRED
LICENSE REVENUE
|
41,000
|
50,000
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
|||||||
STOCKHOLDERS'
EQUITY:
|
|||||||
Preferred
stock-$.001 par value; authorized 5,000,000 shares; non-voting; nil
shares
outstanding
|
–
|
–
|
|||||
Common
stock-$.001 par value; authorized 250,000,000 shares; outstanding
-
166,032,599 (October); 152,983,460 (April)
|
166,000
|
153,000
|
|||||
Additional
paid-in capital
|
191,611,000
|
180,011,000
|
|||||
Deferred
stock compensation
|
(590,000
|
)
|
(751,000
|
)
|
|||
Accumulated
deficit
|
(178,713,000
|
)
|
(169,803,000
|
)
|
|||
Total
stockholders' equity
|
12,474,000
|
9,610,000
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
16,966,000
|
$
|
14,245,000
|
|||
THREE
MONTHS ENDED
|
SIX
MONTHS ENDED
|
||||||||||||
October
31,
2005
|
October
31,
2004
|
October
31,
2005
|
October
31,
2004
|
||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||
REVENUES:
|
|||||||||||||
Contract
manufacturing revenue
|
$
|
533,000
|
$
|
2,164,000
|
$
|
722,000
|
$
|
2,649,000
|
|||||
License
revenue
|
23,000
|
19,000
|
42,000
|
38,000
|
|||||||||
Total
revenues
|
556,000
|
2,183,000
|
764,000
|
2,687,000
|
|||||||||
COSTS
AND EXPENSES:
|
|||||||||||||
Cost
of contract manufacturing
|
428,000
|
1,544,000
|
732,000
|
1,992,000
|
|||||||||
Research
and development
|
3,244,000
|
3,004,000
|
6,036,000
|
5,574,000
|
|||||||||
Selling,
general and administrative
|
1,570,000
|
1,337,000
|
3,087,000
|
2,304,000
|
|||||||||
Total
costs and expenses
|
5,242,000
|
5,885,000
|
9,855,000
|
9,870,000
|
|||||||||
LOSS
FROM OPERATIONS
|
(4,686,000
|
)
|
(3,702,000
|
)
|
(9,091,000
|
)
|
(7,183,000
|
)
|
|||||
OTHER
INCOME (EXPENSE):
|
|||||||||||||
Interest
and other income
|
128,000
|
64,000
|
204,000
|
132,000
|
|||||||||
Interest
and other expense
|
(13,000
|
)
|
–
|
(23,000
|
)
|
–
|
|||||||
NET
LOSS
|
$
|
(4,571,000
|
)
|
$
|
(3,638,000
|
)
|
$
|
(8,910,000
|
)
|
$
|
(7,051,000
|
)
|
|
WEIGHTED
AVERAGE SHARES
OUTSTANDING:
|
|||||||||||||
Basic
and Diluted
|
165,925,879
|
141,545,829
|
162,980,798
|
141,429,201
|
|||||||||
BASIC
AND DILUTED LOSS PER COMMON SHARE
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
$
|
(0.05
|
)
|
$
|
(0.05
|
)
|
|
SIX
MONTHS ENDED
OCTOBER
31,
|
|||||||
2005
|
2004
|
||||||
Unaudited
|
Unaudited
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
loss
|
$
|
(8,910,000
|
)
|
$
|
(7,051,000
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation
and amortization
|
200,000
|
155,000
|
|||||
Stock-based
compensation
|
161,000
|
114,000
|
|||||
Stock
issued for research services
|
678,000
|
307,000
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Trade
and other receivables
|
(5,000
|
)
|
739,000
|
||||
Inventories
|
(860,000
|
)
|
(617,000
|
)
|
|||
Prepaid
expenses and other current assets
|
(37,000
|
)
|
106,000
|
||||
Accounts
payable
|
(164,000
|
)
|
353,000
|
||||
Accrued
clinical trial site fees
|
53,000
|
(33,000
|
)
|
||||
Deferred
revenue
|
534,000
|
126,000
|
|||||
Accrued
payroll and related costs
|
(234,000
|
)
|
83,000
|
||||
Other
accrued expenses and current liabilities
|
(463,000
|
)
|
265,000
|
||||
Net
cash used in operating activities
|
(9,047,000
|
)
|
(5,453,000
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Property
acquisitions
|
(217,000
|
)
|
(203,000
|
)
|
|||
Increase
in other assets
|
(73,000
|
)
|
(199,000
|
)
|
|||
Net
cash used in investing activities
|
(290,000
|
)
|
(402,000
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Proceeds
from issuance of notes payable
|
267,000
|
–
|
|||||
Principal
payments on notes payable
|
(136,000
|
)
|
–
|
||||
Proceeds
from issuance of common stock, net of issuance costs of $46,000
(October
2005) and $15,000 (October 2004)
|
11,292,000
|
1,296,000
|
|||||
Net
cash provided by financing activities
|
11,423,000
|
1,296,000
|
|||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
2,086,000
|
(4,559,000
|
)
|
||||
CASH
AND CASH EQUIVALENTS, beginning
of period
|
9,816,000
|
14,884,000
|
|||||
CASH
AND CASH EQUIVALENTS,
end of period
|
$
|
11,902,000
|
$
|
10,325,000
|
|||
NON-CASH
FINANCING ACTIVITIES:
|
|||||||
Common
stock issued for research fees and prepayments for future
research
services
|
$
|
321,000
|
$
|
–
|
|||
1. |
BASIS
OF PRESENTATION
|
2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
October
31,
2005
|
April
30,
2005
|
||||||
Raw
materials
|
$
|
547,000
|
$
|
445,000
|
|||
Work-in-process
|
940,000
|
182,000
|
|||||
Total
inventories
|
$
|
1,487,000
|
$
|
627,000
|
THREE
MONTHS ENDED
|
SIX
MONTHS ENDED
|
||||||||||||
October
31,
2005
|
October
31,
2004
|
October
31,
2005
|
October
31,
2004
|
||||||||||
Net
loss, as reported
|
$
|
(4,571,000
|
)
|
$
|
(3,638,000
|
)
|
$
|
(8,910,000
|
)
|
$
|
(7,051,000
|
)
|
|
Stock-based
employee compensation cost that would have been included in the
determination of net loss if the fair value based method had been
applied
to all awards
|
(570,000
|
)
|
(718,000
|
)
|
(1,213,000
|
)
|
(1,508,000
|
)
|
|||||
Pro
forma net loss as if the fair value based method had been applied
to all
awards
|
$
|
(5,141,000
|
)
|
$
|
(4,356,000
|
)
|
$
|
(10,123,000
|
)
|
$
|
(8,559,000
|
)
|
|
Basic
and diluted net loss per share, as reported
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
$
|
(0.05
|
)
|
$
|
(0.05
|
)
|
|
Basic
and diluted net loss per share, pro forma
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
$
|
(0.06
|
)
|
$
|
(0.06
|
)
|
3. |
NOTE
RECEIVABLE
|
Allowance
balance, April 30, 2005
|
$
|
1,581,000
|
||
Principal
payments received
|
(34,000
|
)
|
||
Allowance
balance, October 31, 2005
|
$
|
1,547,000
|
4. |
NOTES
PAYABLE
|
Year
ending April 30:
|
||||
2006
|
$
|
160,000
|
||
2007
|
336,000
|
|||
2008
|
279,000
|
|||
2009
|
24,000
|
|||
Total
|
$
|
799,000
|
5. |
LITIGATION
|
6. |
STOCKHOLDERS’
EQUITY
|
Description
of Financing Transaction
|
Number
of Common Stock Shares Issued
|
Net
Issuance Value
|
|||||
Common
stock purchase agreement dated January 31, 2005
|
1,582,217
|
$
|
1,576,000
|
||||
Common
stock purchase agreement dated May 11, 2005
|
3,125,000
|
$
|
2,989,000
|
||||
Common
stock purchase agreement dated June 22, 2005
|
8,000,000
|
$
|
6,691,000
|
||||
Common
stock issued to an unrelated entity for research services
|
299,422
|
$
|
321,000
|
||||
13,006,639
|
$
|
11,577,000
|
Number
of Shares of Common Stock Reserved For Issuance
|
||||
Shares
reserved under shelf registration statements
|
4,575,578
|
|||
Options
issued and outstanding
|
11,114,831
|
|||
Options
available for future grant
|
5,679,548
|
|||
Warrants
issued and outstanding
|
13,541,796
|
|||
Total
shares reserved
|
34,911,753
|
7. |
STOCK
OPTIONS
|
8. |
WARRANTS
|
9. |
SEGMENT
REPORTING
|
Three
Months Ended October 31,
|
|||||||
2005
|
2004
|
||||||
Net
Revenues:
|
|||||||
Contract
manufacturing and development of biologics
|
$
|
533,000
|
$
|
2,164,000
|
|||
Research
and development of biotherapeutics
|
23,000
|
19,000
|
|||||
Total
net revenues
|
$
|
556,000
|
$
|
2,183,000
|
|||
Gross
Profit:
|
|||||||
Contract
manufacturing and development of biologics
|
$
|
105,000
|
$
|
620,000
|
|||
Research
and development of biotherapeutics
|
23,000
|
19,000
|
|||||
Total
gross profit
|
128,000
|
639,000
|
|||||
Research
and development expense of biotherapeutics
|
(3,244,000
|
)
|
(3,004,000
|
)
|
|||
Selling,
general and administrative expense
|
(1,570,000
|
)
|
(1,337,000
|
)
|
|||
Other
income, net
|
115,000
|
64,000
|
|||||
Net
loss
|
$
|
(4,571,000
|
)
|
$
|
(3,638,000
|
)
|
|
Three
Months Ended October 31,
|
|||||||
2005
|
2004
|
||||||
Customer
revenues as a % of net revenues:
|
|||||||
United
States (customer A)
|
97%
|
|
46%
|
|
|||
United
States (customer B)
|
2%
|
|
16%
|
|
|||
Israel
(one customer)
|
1%
|
|
38%
|
|
|||
Total
customer revenues as a % of net revenues
|
100%
|
|
100%
|
|
Six
Months Ended October 31,
|
|||||||
2005
|
2004
|
||||||
Net
Revenues:
|
|||||||
Contract
manufacturing and development of biologics
|
$
|
722,000
|
$
|
2,649,000
|
|||
Research
and development of biotherapeutics
|
42,000
|
38,000
|
|||||
Total
net revenues
|
$
|
764,000
|
$
|
2,687,000
|
|||
Gross
Profit (Loss):
|
|||||||
Contract
manufacturing and development of biologics
|
$
|
(10,000
|
)
|
$
|
657,000
|
||
Research
and development of biotherapeutics
|
42,000
|
38,000
|
|||||
Total
gross profit
|
32,000
|
695,000
|
|||||
Research
and development expense of biotherapeutics
|
(6,036,000
|
)
|
(5,574,000
|
)
|
|||
Selling,
general and administrative expense
|
(3,087,000
|
)
|
(2,304,000
|
)
|
|||
Other
income, net
|
181,000
|
132,000
|
|||||
Net
loss
|
$
|
(8,910,000
|
)
|
$
|
(7,051,000
|
)
|
|
Six
Months Ended October 31,
|
|||||||
2005
|
2004
|
||||||
Customer
revenues as a % of net revenues:
|
|||||||
United
States (customer A)
|
82%
|
|
45%
|
|
|||
United
States (customer B)
|
6%
|
|
13%
|
|
|||
United
States (customer C)
|
10%
|
|
0%
|
|
|||
Israel
(one customer)
|
2%
|
|
41%
|
|
|||
Other
customers
|
0%
|
|
1%
|
|
|||
Total
customer revenues as a % of net revenues
|
100%
|
|
100%
|
|
October
31,
2005
|
April
30,
2005
|
||||||
Long-lived
Assets, net:
|
|||||||
Contract
manufacturing and development of biologics
|
$
|
1,336,000
|
$
|
1,291,000
|
|||
Research
and development of biotherapeutics
|
319,000
|
347,000
|
|||||
Total
long-lived assets, net
|
$
|
1,655,000
|
$
|
1,638,000
|
|||
10. |
SUBSEQUENT
EVENTS
|
ITEM2. |
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS
OF OPERATIONS
|
Products
in Clinical Trials
|
||||
Technology
Platform
|
Product
Name
|
Disease
|
Stage
of Development
|
Development
Status Overview
|
Tumor
Necrosis Therapy (“TNT”)
|
Cotara®
|
Brain
Cancer
|
Phase
II/III registration trial
|
Peregrine,
in collaboration with New Approaches to Brain Tumor Therapy (“NABTT”), a
brain tumor consortium, have initiated the first part of the Phase
II/III
product registration study to evaluate Cotara® for the treatment of brain
cancer. This study is partially funded by the National Cancer Institute
("NCI”) and will treat up to 28 patients. The study is being conducted
at
the following four NABTT institutions: Wake Forest University, Emory
University, University of Alabama at Birmingham and University of
Pennsylvania.
|
Anti-Phospholipid
Therapy
|
Tarvacin™
|
Advanced
Solid Cancers
|
Phase
I
|
This
phase I clinical study is a single and repeat dose escalation study
designed to enroll up to 28 patients with advanced solid tumors that
no
longer respond to standard cancer treatments. Patient enrollment
is open
at the following clinical sites: MD Anderson Cancer Center
in Houston, Texas; Arizona Cancer Center in Tucson,
Arizona; Premiere Oncology in Scottsdale, Arizona; Premiere
Oncology in Santa Monica, California and; Scott & White
Hospital & Clinic in Temple, Texas.
|
Anti-Phospholipid
Therapy
|
Tarvacin™
|
Hepatitis
C Virus
|
Phase
I
|
This
phase I clinical study is a single dose-escalation study in up to
32 adult
patients with chronic hepatitis C virus (HCV) infection who either
no
longer respond to or failed standard therapy with pegylated interferon
and
ribavirin combination therapy. Patient enrollment is open at Bach
and
Godofsky Infectious Diseases located in Bradenton, FL.
|
Three
Months Ended
October
31,
|
Six
Months Ended
October
31,
|
||||||||||||||||||
2005
|
2004
|
$
Change
|
2005
|
2004
|
$
Change
|
||||||||||||||
(in
thousands)
|
(in
thousands)
|
||||||||||||||||||
REVENUES:
|
|||||||||||||||||||
Contract
manufacturing revenue
|
$
|
533
|
$
|
2,164
|
$
|
(1,631
|
)
|
$
|
722
|
$
|
2,649
|
$
|
(1,927
|
)
|
|||||
License
revenue
|
23
|
19
|
4
|
42
|
38
|
4
|
|||||||||||||
Total
revenues
|
556
|
2,183
|
(1,627
|
)
|
764
|
2,687
|
(1,923
|
)
|
|||||||||||
COST
AND EXPENSES:
|
|||||||||||||||||||
Cost
of contract manufacturing
|
428
|
1,544
|
(1,116
|
)
|
732
|
1,992
|
(1,260
|
)
|
|||||||||||
Research
and development
|
3,244
|
3,004
|
240
|
6,036
|
5,574
|
462
|
|||||||||||||
Selling,
general and administrative
|
1,570
|
1,337
|
233
|
3,087
|
2,304
|
783
|
|||||||||||||
Total
cost and expenses
|
5,242
|
5,885
|
(643
|
)
|
9,855
|
9,870
|
(15
|
)
|
|||||||||||
LOSS
FROM OPERATIONS
|
(4,686
|
)
|
(3,702
|
)
|
(984
|
)
|
(9,091
|
)
|
(7,183
|
)
|
(1,908
|
)
|
|||||||
OTHER
INCOME (EXPENSE):
|
|||||||||||||||||||
Interest
and other income
|
128
|
64
|
64
|
204
|
132
|
72
|
|||||||||||||
Interest
and other expense
|
(13
|
)
|
-
|
(13
|
)
|
(23
|
)
|
-
|
(23
|
)
|
|||||||||
NET
LOSS
|
$
|
(4,571
|
)
|
$
|
(3,638
|
)
|
$
|
(933
|
)
|
$
|
(8,910
|
)
|
$
|
(7,051
|
)
|
$
|
(1,859
|
)
|
|
1. |
Clinical
programs associated with the commencement of two separate Phase I
clinical
trials to evaluate Tarvacin™ for the treatment of solid tumors and chronic
hepatitis C virus infection;
|
2. |
Cotara®
clinical study for the treatment of brain cancer in collaboration
with New
Approaches to Brain Tumor Therapy (“NABTT”), a brain tumor treatment
consortium, representing the first part of our Phase II/III registration
trial;
|
3. |
Anti-Phospholipid
Therapy research and development
program;
|
4. |
2C3
(anti-angiogenesis antibody) research and development
program;
|
5. |
Vascular
Targeting Agent research and development program;
and
|
6. |
Vasopermeation
Enhancement Agent research and development
program.
|
Technology
Platform
|
R&D
Expenses-Quarter Ended
October
31, 2004
|
R&D
Expenses-Quarter Ended
October
31, 2005
|
R&D
Expenses-
May
1, 1998 to
October
31, 2005
|
|||||||
TNT
(Cotara®)
|
$
|
734,000
|
$
|
301,000
|
$
|
29,885,000
|
||||
Anti-Phospholipid
Therapy (Tarvacin™)
|
1,274,000
|
2,514,000
|
11,967,000
|
|||||||
VTA
and Anti-Angiogenesis
|
880,000
|
345,000
|
11,451,000
|
|||||||
VEA
|
112,000
|
84,000
|
5,554,000
|
|||||||
Other
research programs
|
4,000
|
-
|
13,441,000
|
|||||||
Total
R&D Expenses
|
$
|
3,004,000
|
$
|
3,244,000
|
$
|
72,298,000
|
§ |
The
uncertainty of our capital resources to fund research, development
and
clinical studies beyond our quarter ending October 31, 2006;
|
§ |
The
uncertainty of future costs associated with our pre-clinical candidates,
including Vascular Targeting Agents, Anti-Angiogensis Agents, and
Vasopermeation Enhancement Agents, which costs are dependent on the
success of pre-clinical development. We are uncertain whether or
not these
product candidates will be successful and we are uncertain whether
or not
we will incur any additional costs beyond pre-clinical development;
|
§ |
The
uncertainty of future clinical trial results;
|
§ |
The
uncertainty of the ultimate number of patients to be treated in any
clinical trial;
|
§ |
The
uncertainty of the Food and Drug Administration allowing our studies
to
move into and forward from Phase I clinical studies to Phase II and
Phase
III clinical studies;
|
§ |
The
uncertainty of the rate at which patients are enrolled into any current
or
future study. Any delays in clinical trials could significantly increase
the cost of the study and would extend the estimated completion
dates;
|
§ |
The
uncertainty of terms related to potential future partnering or licensing
arrangements; and
|
§ |
The
uncertainty of protocol changes and modifications in the design of
our
clinical trial studies, which may increase or decrease our future
costs.
|
SIX
MONTHS ENDED
|
|||||||
October
31,
2005
|
October
31,
2004
|
||||||
Net
loss, as reported
|
$
|
(8,910,000
|
)
|
$
|
(7,051,000
|
)
|
|
Less
non-cash operating expenses:
|
|||||||
Depreciation
and amortization
|
200,000
|
155,000
|
|||||
Stock-based
compensation
|
161,000
|
114,000
|
|||||
Common
stock issued for services
|
678,000
|
307,000
|
|||||
Net
cash used in operating activities before changes in operating assets
and
liabilities
|
$
|
(7,871,000
|
)
|
$
|
(6,475,000
|
)
|
|
Net
change in operating assets and liabilities
|
$
|
(1,176,000
|
)
|
$
|
1,022,000
|
||
Net
cash used in operating activities
|
$
|
(9,047,000
|
)
|
$
|
(5,453,000
|
)
|
ITEM 3. |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
CONTROLS
AND PROCEDURES
|
ITEM 1. |
LEGAL
PROCEEDINGS.
|
CHANGES
IN SECURITIES AND USE OF PROCEEDS. None.
|
ITEM 3. |
DEFAULTS
UPON SENIOR SECURITIES.
None.
|
ITEM 4. |
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
Routine
Matters
|
For
|
Against
or Withheld
|
||||||
1) |
Election
of Directors:
|
|||||||
Carlton
M. Johnson
|
138,710,144
|
4,979,764
|
||||||
Steven
W. King
|
139,864,463
|
3,825,445
|
||||||
David
Pohl
|
139,366,179
|
4,323,729
|
||||||
Eric
Swartz
|
139,382,032
|
4,307,876
|
||||||
Dr.
Thomas Waltz
|
140,021,781
|
3,668,127
|
||||||
2) |
To
ratify the appointment of Ernst & Young LLP as independent auditors of
the Company for the fiscal year ending April 30, 2006.
|
145,126,370
|
1,363,457
|
|||||
3) |
To
approve an amendment to the Company’s Certificate of Incorporation to
increase the number of authorized shares of the Company’s common stock
from 200 million to 250 million.
|
138,592,173
|
7,897,654
|
|||||
4) |
To
approve the adoption of the Company’s 2005 Stock Incentive
Plan
|
20,228,710
|
11,321,265
|
|||||
5) |
To
require the nomination of two individuals for each open seat on the
board
of directors.
|
11,282,794
|
20,267,182
|
|||||
6) |
To
require stockholder approval of all option and warrant grants to
members
of the board of directors and officers of the Company.
|
12,235,968
|
19,314,008
|
ITEM 5. |
OTHER
INFORMATION.
None.
|
ITEM 6. |
EXHIBITS.
|
(a) |
Exhibits:
|
PEREGRINE PHARMACEUTICALS, INC. | ||
|
|
|
By: | /s/ STEVEN W. KING | |
|
||
Steven
W. King
President and Chief Executive Officer,
Director
|
By: | /s/ PAUL J. LYTLE | |
|
||
Paul
J.
Lytle
Chief Financial Officer
(signed both as an officer duly authorized to
sign on
behalf of the
Registrant and principal financial officer and
Chief
accounting officer)
|
||
-32-
|
“The
total number of shares of all classes of stock which the Corporation
shall
have authority to issue is 255,000,000, of which (i) 250,000,000
shares
shall be designated “Common Stock” and shall have a par value of $0.001
per share; and (ii) 5,000,000 shares shall be designated “Preferred Stock”
and shall have a par value of $0.001 per
share.”
|
PEREGRINE
PHARMACEUTICALS, INC. a Delaware corporation |
||
|
|
|
By: | /s/ STEVEN W. KING | |
|
||
Steven W. King, President & CEO |
Dated: December 9, 2005 | Signed: | /s/ STEVEN W. KING |
|
||
Steven
W. King
President and Chief Executive Officer,
Director
|
||
Dated: December 9, 2005 | Signed: | /s/ PAUL J. LYTLE |
|
||
Paul
J.
Lytle
Chief Financial Officer
|
||