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):
January 12, 2007
PEREGRINE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-17085
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95-3698422
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(State
of other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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
8.01 OTHER EVENTS
On
January 12, 2007, Peregrine Pharmaceuticals, Inc. issued a press release to
announce (i) the establishment of a wholly foreign-owned enterprise in the
Peoples Republic of China (PRC) and (ii) the filing of a lawsuit alleging breach
of contract against Cancer Therapeutics Laboratories, Inc., a licensee of
certain rights under Peregrine’s Tumor Necrosis Therapy technology platform
exclusively for development and commercialization in the PRC. A copy of the
press release is attached to this current report on Form 8-K as Exhibit 99.1.
No
additional information is included in this Current Report on Form
8-K.
The
information included in this Current Report on Form 8-K, including the exhibit
hereto, shall not be deemed “filed” for purposes of, nor shall it be deemed
incorporated by reference in, any filing under the Securities Act of 1933 or
the
Securities Exchange Act of 1934, except as expressly set forth by specific
reference in such a filing.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
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Exhibits.
The following material is filed as an exhibit to this Current Report
on
Form 8-K:
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Exhibit
Number
| 99.1 |
Press
Release issued January 12, 2007
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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: January 12, 2007 | By: | /s/ Paul J. Lytle |
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Paul
J. Lytle
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
Number Description
| 99.1 |
Press
Release issued January 12, 2007
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Exhibit
99.1
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Contacts:
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GendeLLindheim
BioCom Partners
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Investors
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Media
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info@peregrineinc.com
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Barbara
Lindheim
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(800)
987-8256
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(212)
918-4650
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PEREGRINE
PHARMACEUTICALS ESTABLISHES WHOLLY
OWNED
SUBSIDIARY IN CHINA
--Company
Also Files Lawsuit Against Cancer Therapeutics Laboratories, Inc. Alleging
Breach
of
Contract Regarding Its License to Peregrine’s TNT Drug In
China--
TUSTIN,
Calif., January 12, 2007
--
Peregrine Pharmaceuticals, Inc. (Nasdaq: PPHM),
a
clinical stage biopharmaceutical company developing targeted therapeutics for
the treatment of cancer and hepatitis C virus (HCV) infection, today announced
it has established a wholly foreign-owned enterprise (WFOE) in the Peoples
Republic of China. The new subsidiary, Peregrine Beijing Pharmaceuticals
Technology Development Ltd., is located in Beijing.
“The
Chinese pharmaceutical market is currently the ninth largest in the world and
is
growing rapidly, doubling in size in the past five years with continued robust
expansion expected,” said Steven W. King, president and CEO of Peregrine. “China
therefore represents an important strategic market opportunity for Peregrine,
and our new wholly owned subsidiary will give us the opportunity to leverage
our
products and technology in this market. China also represents a tremendous
resource for drug discovery and development, and we intend to explore all
options for the development of our product candidates in China.”
Separately,
Peregrine announced that it has filed a lawsuit alleging breach of contract
against its licensee Cancer Therapeutics Laboratories, Inc. (CTL), a California
corporation that has licensed certain rights under the company’s Tumor Necrosis
Therapy (TNT) technology platform exclusively for development and
commercialization in the Peoples Republic of China.
The
lawsuit filed in the Superior Court of the State of California for the County
of
Orange against CTL alleges various breaches of contract, including failure
to
provide substantive clinical data to Peregrine from a sublicensing arrangement
in China regarding Peregrine’s TNT agent, failure to account for a purported
current sublicense agreement with a company in China named Shanghai Medipharm
Biotech despite repeated attempts by Peregrine to obtain evidence of an
agreement, and failure to provide an accounting of any revenue, equity and
substantive data derived from that purported sublicense agreement.
“We
regret having to resort to a lawsuit, but CTL has not complied with our
agreement to provide us with information related to the purported Medipharm
sublicense or substantive data on their activities regarding the development
and
marketing of our TNT agent for lung cancer,” said Paul Lytle, chief financial
officer of Peregrine. “We therefore intend to vigorously pursue our rights and
remedies.”
About
Peregrine Pharmaceuticals
Peregrine
Pharmaceuticals, Inc. is a biopharmaceutical company with a portfolio of
innovative product candidates in clinical trials for the treatment of cancer
and
hepatitis C virus (HCV) infection. The company is pursuing five separate
clinical trials in cancer and HCV infection in the U.S. and India with its
lead
product candidates bavituximab and Cotara®. Peregrine also has in-house
manufacturing capabilities through its wholly owned subsidiary Avid Bioservices,
Inc. (www.avidbio.com),
which
provides development and bio-manufacturing services for both Peregrine and
outside customers. Additional information about Peregrine can be found at
www.peregrineinc.com.
Safe
Harbor Statement: Statements in this press release which are not purely
historical, including statements regarding Peregrine Pharmaceuticals’
intentions, hopes, beliefs, expectations, representations, projections, plans
or
predictions of the future are forward-looking statements within the meaning
of
the Private Securities Litigation Reform Act of 1995. The forward-looking
statements involve risks and uncertainties including, but not limited to, the
risk that the Company may not be able to get approval to initiate clinical
trials or conduct any other form of drug development work in China. It is
important to note that the company's actual results could differ materially
from
those in any such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to, uncertainties
associated with completing preclinical and clinical trials for our technologies;
the early stage of product development; the significant costs to develop our
products as all of our products are currently in development, preclinical
studies or clinical trials; obtaining additional financing to support our
operations and the development of our products; obtaining regulatory approval
for our technologies; anticipated timing of regulatory filings and the potential
success in gaining regulatory approval and complying with governmental
regulations applicable to our business. Our business could be affected by a
number of other factors, including the risk factors listed from time to time
in
the Company's SEC reports including, but not limited to, the annual report
on
Form 10-K for the year ended April 30, 2006, and the quarterly report on Form
10-Q for the quarter ended October 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.