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): July 22, 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):
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o
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425).
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o
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Soliciting material pursuant to Rule 14A-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
At the
hearing, the Company intends to present a plan of compliance, which will include
a reverse stock split, for its continued listing on the NASDAQ Capital Market.
The plan will involve a request for additional time, not to exceed 180 days from
July 22, 2008, for the Company to regain compliance without effecting a reverse
stock split, provided that if the Company does not achieve compliance by a
certain date within the extended cure period, the Company will present a
proposal to its stockholders at the Company’s 2008 Annual Stockholder Meeting in
October 2008, and subject to receipt of stockholder approval, the Company will
effect a reverse stock split. The Company has not yet established the
ratio for the split, if one is required. There can be no assurance that the
Panel will approve the Company’s plan of compliance, in whole or in part, or
grant the Company’s request for continued listing on the NASDAQ Capital
Market. The Company believes that it currently complies with all the
requirements for continued listing on the NASDAQ Capital Market, except for the
$1.00 minimum closing bid price.
If the
Panel determines to delist the Company’s securities, its common stock may trade
on the National Association of Securities Dealers’ OTC Bulletin Board. However,
the Company’s common stock would not be immediately eligible to trade on the OTC
Bulletin Board unless an independent market-maker (not the Company) makes an
application to register in and quote the common stock in accordance with the
Securities and Exchange Commission’s rules and such application is cleared. In
the event of a delisting, the Company intends to request that a market maker
make an application to register in and quote the Company’s common stock on the
OTC Bulletin Board, but there can be no assurance that a market maker will make
such application or that such application will be approved.
A copy of
the Company’s press release announcing the Company’s receipt of the staff
determination letter 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 July 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.
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PEREGRINE
PHARMACEUTICALS, INC.
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Date:
July 23, 2008
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By: /s/ Paul J.
Lytle
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Paul
J. Lytle
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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99.1
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Press
Release issued July 23, 2008
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Exhibit
99.1
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 LETTER FROM NASDAQ CITING
FAILURE
TO REGAIN COMPLIANCE WITH MINIMUM BID PRICE RULE
--Company
Will Request Hearing to Present Plans for Regaining Compliance--
--NASDAQ
Hearing Panel Has Discretion to Grant Peregrine Up to an Additional
180
Days to Regain Compliance--
--Peregrine
Currently Meets All Other NASDAQ Capital Market Initial Listing
Requirements
Other Than the $1.00 Minimum Bid Price Rule--
TUSTIN, Calif., July 23, 2008
- -- Peregrine Pharmaceuticals, Inc. (Nasdaq: PPHM), today announced that it
received a Staff Determination letter from the Nasdaq Stock Market (NASDAQ) on
July 22, 2008 indicating that the company is not in compliance with the $1.00
minimum bid price requirement for continued listing set forth in NASDAQ
Marketplace Rule 4310(c)(4). As a result, the company’s common stock
would be subject to delisting from the NASDAQ Capital Market unless Peregrine
requests a hearing before the NASDAQ Listing Qualifications Panel (the
“Panel”). Peregrine intends to request a hearing before the Panel,
which will stay the delisting of the company's securities pending the Panel's
decision. Rule 4805(a) provides that all hearings shall be scheduled,
to the extent practicable, within 45 days of the date that the request for
hearing is filed.
At the
hearing, Peregrine intends to request continued listing on the NASDAQ Capital
Market based upon its plan for regaining compliance with the minimum bid price
requirement. Pursuant to NASDAQ Marketplace Rule 4802(b), the Panel
has the authority to grant Peregrine up to an additional 180 days from the date
of the Staff Determination letter of July 22, 2008 (i.e. January 19, 2009) to
implement its plan of compliance, which could include a reverse stock split if
the price has not exceeded $1.00 per share for 10 consecutive business days by
that time.
The
NASDAQ Staff Determination letter states that historically, Panels have
generally viewed a reverse stock split implemented within 30 to 60 days as the
only definitive plan acceptable to resolve a bid price deficiency, but that
recently the authority of Panels to grant additional time to companies was
modified so that a Panel could allow up to 180 calendar days from the date of
the Staff Determination letter, if the Panel deems it appropriate. The letter
notes that the company may wish to consider presenting a plan that includes a
discussion of the events that it believes will enable it to regain compliance in
this time frame and a commitment to effect a reverse stock split, if
necessary. However, there can be no assurance that the Panel will grant
Peregrine’s request for continued listing on the NASDAQ Capital
Market.
As
announced on July 25, 2007, Peregrine received a letter from NASDAQ advising
that the bid price of the company’s common stock had closed below the minimum
$1.00 per share requirement for continued inclusion on the NASDAQ Capital Market
as set forth in NASDAQ Marketplace Rule 4310(c)(4) for the previous 30
consecutive business days. In accordance with NASDAQ Marketplace Rule
4310(c)(4), the company was provided 180 calendar days and granted an additional
180-day-extension period, or until July 21, 2008, to regain compliance with the
minimum bid price requirement.
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 NASDAQ Listing
Qualifications Panel will not grant the Company a sufficient amount of time to
fully implement its plan to regain compliance. 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, 2008. 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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