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): September 16,
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
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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.
The
Panel’s determination follows a hearing held on September 4, 2008 at which the
Panel considered the Company’s plan to regain and sustain compliance with
Nasdaq’s minimum bid price requirement. Should the Company be unable to meet the
Panel’s condition, its securities would be subject to delisting from The Nasdaq
Stock Market.
The
Company issued a press release on September 17, 2008 to announce the
Panel’s determination, a copy of which is attached hereto as Exhibit
99.1.
Information
contained herein, including the Exhibit attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
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 September 17, 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:
September 17, 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 September 17, 2008
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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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NASDAQ
PANEL GRANTS PEREGRINE PHARMACEUTICALS’ REQUEST
FOR
180-DAY EXTENSION FOR CONTINUED LISTING ON NASDAQ
--Company
Must Evidence a Closing Bid Price of $1.00 or More
For
at Least 10 Prior Consecutive Trading Days by January 20, 2009--
TUSTIN, Calif., September 17,
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 on September
16, 2008, it received a letter from Nasdaq informing the company that the Nasdaq
Listing Qualifications Panel ("the Panel") has granted Peregrine's request to
remain listed on The Nasdaq Stock Market, subject to the condition that on or
before January 20, 2009, Peregrine must have evidenced a closing bid price of
$1.00 or more for a minimum of ten prior consecutive trading days.
The
Panel's written decision follows an oral hearing held on September 4, 2008
during which the Panel considered Peregrine's plan to regain and sustain
compliance with Nasdaq's minimum bid price requirement, including the company's
plan to seek shareholder approval for a potential reverse stock split at its
Annual Shareholder's Meeting scheduled for October 21, 2008 and to implement the
reverse stock split if necessary to regain compliance. The company must regain
compliance with the minimum bid price requirement no later than ten trading days
prior to January 20, 2009. Should the company be unable to meet the requirements
of the Panel's decision by January 20, 2009, its securities would be subject to
delisting from The Nasdaq Stock Market.
As
previously announced, Peregrine requested a hearing before the Nasdaq Hearings
Panel following its receipt on July 23, 2008 of a Staff Deficiency Letter from
The Nasdaq Stock Market notifying the company that it was not in compliance with
the $1.00 minimum bid price requirement for continued listing set forth in
Marketplace Rule 4310(c)(4).
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.
(http://www.avidbio.com), which provides development and bio-manufacturing
services for both Peregrine and outside customers. Additional information about
Peregrine can be found at http://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 be delisted from Nasdaq because it is unable to
regain compliance with the minimum closing bid requirement and the risk that the
company's shareholders do not approve the reverse stock split. 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 and the quarterly report on Form 10-Q for the quarter ended July
31, 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.