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 23, 2008
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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14282
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
3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
January 23, 2008, Peregrine
Pharmaceuticals, Inc. (the “Company”) received a letter from The Nasdaq Stock
Market notifying the Company that it has been provided an additional 180
calendar days, or until July 21, 2008, to regain compliance with the minimum
bid
price rule as set forth in Marketplace Rule 4310(c)(4). The letter
from The Nasdaq Stock Market stated that the Company has met all initial listing
criteria for the Nasdaq Capital Market as set forth in Marketplace Rule
4310(c)(4), except for the minimum bid price, and therefore, the Company has
been provided an additional 180 calendar days, or until July 21, 2008, to regain
compliance. To regain compliance, the closing bid price of the
Company’s common stock must meet or exceed $1.00 per share for a minimum of ten
(10) consecutive business days. This notification has no effect on
the current Nasdaq listing or trading of the Company's common
stock.
On
January 23, 2008, the Company issued
a press release announcing its receipt of the letter. A copy of the press
release is attached hereto as Exhibit 99.1
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits. The following material is filed as an exhibit to this Current Report
on Form 8-K:
Exhibit
Number
99.1
Press Release issued January 23, 2008
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 24, 2008
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By:
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/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 23, 2008
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 RECEIVES 180-DAY EXTENSION FROM NASDAQ
TO
REGAIN COMPLIANCE WITH $1.00 MINIMUM BID PRICE RULE
TUSTIN,
Calif., January 23,
2008 -- Peregrine Pharmaceuticals, Inc. (Nasdaq: PPHM), a clinical stage
biopharmaceutical company developing monoclonal antibodies for the treatment
of
cancer and hepatitis C virus (HCV) infection, today announced that it has
received a letter from the Nasdaq Stock Market (NASDAQ) providing the company
with an additional 180-calendar-day extension period, or until July 21, 2008,
to
regain compliance with the $1.00 minimum bid price rule as set forth in NASDAQ
Marketplace Rule 4310(c)(4) (the Rule). The letter states that
although Peregrine has not yet regained compliance with the Rule, it has
met all
initial inclusion criteria for the NASDAQ Capital Market as set forth in
Marketplace Rule 4310(c), except for the minimum bid price
requirement. Accordingly, Peregrine has been granted a 180-day
extension to regain compliance with the minimum bid price
requirement. This letter has no effect on the company’s current
NASDAQ listing and Peregrine shares will continue to be traded on NASDAQ
during
the 180-day extension period.
Peregrine’s
management and board of directors are working to address compliance with
the
NASDAQ continued listing standards with the goal of regaining compliance
within
the 180-day extension period. To regain compliance, NASDAQ generally
requires that the closing bid price of the company's common stock must meet
or
exceed $1.00 per share for a minimum of 10 consecutive business
days. If Peregrine were not able to demonstrate compliance with the
minimum bid price rule by July 21, 2008, the company would be notified that
its
common stock will be delisted. If that were to occur, Peregrine would
have the opportunity to appeal the determination to delist its common
stock. The company intends to pursue all available options to ensure
its continued listing on the Nasdaq Stock Market.
“Our
NASDAQ listing is of paramount importance to the company and our shareholders”
said Paul Lytle chief financial officer of Peregrine. “We intend to
work diligently over the coming months to ensure that we maintain our listing
on
the Nasdaq Stock Market.”
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 three separate clinical programs
in cancer and HCV infection 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 will not be able to regain compliance with the Nasdaq
minimum bid requirement prior to the expiration of the 180-day extension
and the
uncertainty as to whether its stock will continue to trade on the Nasdaq
Capital
Market. 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, 2007 and quarterly report on Form
10-Q
for the quarter ended October 31, 2007. 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.