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):
March 31, 2006
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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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))
On
March 31, 2006, Peregrine Pharmaceuticals, Inc. (“Peregrine” or the
“Company”) announced that it has filed a shelf registration statement on Form
S-3 with the Securities and Exchange Commission (SEC) which, when declared
effective by the SEC, will allow Peregrine from time to time to offer and sell
up to 15 million shares of its common stock.
(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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Description
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99.1
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Press
Release issued March 31, 2006
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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: March 31, 2006 | By: | /s/ PAUL J. LYTLE |
| Paul J. Lytle, | ||
| Chief Financial Officer | ||
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release issued March 31, 2006
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EXHIBIT
99.1
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Investors
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Media
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Brod
& Schaffer
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Barbara
Lindheim
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(800)
987-8256
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GendeLLindheim
BioCom Partners
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ir@peregrineinc.com
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(212)
918-4650
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PEREGRINE
PHARMACEUTICALS FILES SHELF REGISTRATION STATEMENT
Tustin,
CA, March 31, 2006 -- Peregrine
Pharmaceuticals, Inc. (NASDAQ: PPHM), a biopharmaceutical company with a
portfolio of innovative, clinical stage product candidates for viral diseases
and cancer,
today
announced that it has filed a shelf registration statement on Form S-3 with
the
Securities and Exchange Commission (SEC) which, when declared effective by
the
SEC, will allow Peregrine from time to time to offer and sell up to fifteen
million shares of common stock. The terms of any offering made pursuant to
this
filing will be established at the time of the offering. The company intends
to
use the proceeds from the sale of any securities to advance its clinical
programs and for other general corporate purposes.
The
shelf
registration statement filed today with the SEC has not yet become effective.
No
securities may be sold, nor may offers to buy be accepted, prior to the time
the
registration statement becomes effective. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy, nor shall
there be any sale of these securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to registration or qualifications
under the securities laws of any such jurisdiction.
About
Peregrine
Peregrine
Pharmaceuticals, Inc. is a biopharmaceutical company with a portfolio of
innovative product candidates in clinical trials for the treatment of cancer
and
viral diseases. The company is pursuing three separate clinical trials in
cancer
and anti-viral indications with its lead product candidates Tarvacin™ and
Cotara®. Cotara, based on Peregrine’s tumor necrosis therapy technology, is in
clinical trials to evaluate further its safety and efficacy in patients with
glioblastoma, a particularly deadly form of brain cancer. Tarvacin, or
bavituximab,
is the
first in a new class of anti-phosphotidylserine (PS) immunotherapeutics that
targets and binds to cellular components that are normally not present on
the
outside of cells, but which become exposed on certain viruses and virally
infected cells, as well as on the outside of the cells that line the blood
vessels of tumors, creating a specific target for anti-viral and anti-cancer
treatments. In February, Peregrine successfully completed enrollment in a
Tarvacin Phase l clinical trial for the treatment of chronic hepatitis C
virus
infection, reporting that the drug appeared to be safe and well tolerated.
Repeat dose and combination therapy studies are now being planned. Tarvacin
also
has demonstrated promising activity in a variety of preclinical cancer models,
and Peregrine currently is conducting a Tarvacin Phase l trial for the treatment
of solid tumor cancers. 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 risks relating to the
effectiveness of the Form S-3, any potential offering of securities under
the
Form S-3, the use of proceeds from any sale of securities and the ability
to
advance the clinical trials of Tarvacin and Cotara. 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 all 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, 2005, and the quarterly report on Form 10-Q for the quarter ended
January 31, 2006. 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.
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