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): October 16, 2009
PEREGRINE PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-17085
|
95-3698422
|
||
|
(State
of other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
||
|
14282
Franklin Avenue, Tustin, California 92780
|
||||
|
(Address
of Principal Executive Offices)
|
||||
|
Registrant’s
telephone number, including area code: (714)
508-6000
|
||||
|
Not
Applicable
|
||||
|
(Former
name or former address, if changed since last
report)
|
||||
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
5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year
On
October 16, 2009, Peregrine Pharmaceuticals, Inc. (the “Company”) filed a
Certificate of Amendment of Certificate of Incorporation (“Certificate of
Amendment”) in order to effect a 1-for-5 reverse stock split of the Company
common stock effective as of the close of business on October 16,
2009.
As a
result of the reverse stock split, every 5 shares of the Company's issued and
outstanding common stock will be combined into 1 share of common
stock. The reverse stock split will not change the number of
authorized shares of the Company's common stock.
No
fractional shares will be issued in connection with the reverse stock
split. If, as a result of the reverse stock split, a stockholder
would otherwise hold a fractional share, the number of shares to be received by
such stockholder will be rounded up to the next whole number.
Following
the reverse stock split, the Company expects to have approximately 47.4 million
shares of common stock outstanding as of the filing of the Company's most recent
Quarterly Report on Form 10-Q. The reverse stock split will affect
all shares of the Company's common stock, including common stock underlying
stock options and warrants that are outstanding immediately prior to the
effective time of the reverse stock split.
Additional
information about the reverse stock split is available in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on
August 28, 2008.
The
Amendment is attached hereto as Exhibit 3.10 and is incorporated by reference
herein. The press release announcing the reverse stock split is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
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
|
|
|
3.10
|
Certificate
of Amendment to Certificate of Incorporation
|
|
99.1
|
Press
Release of Peregrine Pharmaceuticals, Inc., dated October 19, 2009,
announcing reverse stock split
|
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.
|
|
|
Date:
October 19, 2009
|
By:/s/ Paul J.
Lytle
|
|
Paul
J. Lytle
|
|
|
Chief
Financial Officer
|
EXHIBIT
INDEX
|
Exhibit
|
|
|
Number
|
Description
|
|
3.10
|
Certificate
of Amendment to Certificate of Incorporation dated October 16,
2009.
|
|
99.1
|
Press
Release of Peregrine Pharmaceuticals, Inc., dated October 16, 2009,
announcing the 1:5 reverse stock
split.
|
Exhibit
3.10
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
PEREGRINE
PHARMACEUTICALS, INC.,
A
DELAWARE CORPORATION
PEREGRINE
PHARMACEUTICALS, INC., a Delaware corporation organized and existing under and
by virtue of the Delaware General Corporation Law (hereinafter referred to as
the “Corporation”), hereby certifies as follows:
1. That
at a meeting of the Board of Directors of the Corporation resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of the Corporation, declaring said amendment to be advisable and directing said
amendment to be submitted to the stockholders of the Corporation at the 2008
Annual Meeting. The resolutions set forth the proposed amendment as
follows:
RESOLVED,
that ARTICLE 4 of the Certificate of Incorporation of the Corporation be amended
by adding the following paragraph at the end thereof:
“Reverse Stock
Split.
Effective
as of the close of business on the filing date of this Certificate of Amendment
with the Secretary of State of the State of Delaware (the “Effective Time”),
every five (5) outstanding shares of Common Stock, par value $0.001, of the
Corporation issued and outstanding or held in the treasury of the Corporation as
of the close of business on October 16, 2009 will automatically be combined,
reclassified and changed into one (1) fully paid and non-assessable share of
Common Stock, par value $0.001, without any further action by the holders of
such shares; provided, however, that no fractional shares shall be issued.
Stockholders who would otherwise be entitled to a fractional share will receive
one whole share of common stock in lieu of such fraction. No other
exchange, reclassification or cancellation of issued shares shall be effected by
this Amendment.”
2. That
thereafter, pursuant to resolution of the Board of Directors, an Annual Meeting
of the stockholders of the Corporation was duly called and held, upon notice in
accordance with Section 222 of the Delaware General Corporation Law, at which
Annual Meeting the necessary number of shares as required by statute were voted
in favor of the amendment.
3. That
said amendment was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
executed by Steven W. King, its President and CEO, and attested to by Paul J.
Lytle, its CFO and Corporate Secretary, this 16th day of October,
2009.
|
PEREGRINE
PHARMACEUTICALS, INC.,
|
|
|
a
Delaware corporation
|
|
|
By: /s/ Steven W.
King________________
|
|
|
Steven
W. King, President and CEO
|
ATTEST:
/s/ Paul J.
Lytle
Paul J.
Lytle, CFO and Corporate Secretary
Exhibit
99.1
Contacts:
GendeLLindheim
BioCom Partners
|
Investors
|
Media
|
|
info@peregrineinc.com
|
Barbara
Lindheim
|
|
(800)
987-8256
|
(212)
918-4650
|
PEREGRINE
PHARMACEUTICALS ANNOUNCES IMPLEMENTATION OF 1:5
REVERSE
STOCK SPLIT TO TAKE EFFECT OCTOBER 19, 2009
—New
Capital Structure Does Not Alter Each Stockholder’s Ownership
Percentage
of the Company—
—Reverse
Stock Split Expected to Ensure the Company’s Continued
Listing
on NASDAQ Capital Market—
TUSTIN, Calif., October 16,
2009 -- Peregrine Pharmaceuticals, Inc. (NASDAQ: PPHM) today announced
that a previously approved reverse split of its common stock will take effect at
the start of NASDAQ trading on Monday, October 19, 2009 on a 1-for-5
split-adjusted basis. Peregrine's shares will continue to trade on
the NASDAQ Capital Market under the symbol "PPHM," with the letter "D" added to
the end of the trading symbol for a period of 20 trading days to indicate the
reverse stock split has occurred. The Company's symbol will revert
back to its original symbol "PPHM" on November 16, 2009. A new CUSIP
number will be assigned to Peregrine’s common stock when the split becomes
effective.
“We
believe that our continued listing on the NASDAQ Stock Market is essential to
our future success, and we expect that this reverse stock split will enable us
to regain compliance with the minimum bid price rule, the only
deficiency affecting our continued NASDAQ listing,” noted Paul Lytle, CFO
of Peregrine. “The 1:5 exchange ratio that was approved by the Board
of Directors is the result of both our extensive evaluations of the capital
structure of peer companies in Phase II and Phase III clinical trials and the
expert advice of a number of highly experienced financial
advisors. Based on previous meetings with institutional investors, we
also expect the new capital structure will allow us to attract a broader range
of investors to our company.”
The
1-for-5 reverse stock split will automatically convert five current shares of
Peregrine's common stock into one new share of common stock. The
reverse split, which was approved by Peregrine shareholders in October 2008,
will reduce the number of shares of outstanding common stock from approximately
237 million as of the filing of the Company's most recent Quarterly Report on
Form 10-Q to approximately 47.4 million. It will also affect all
issued and outstanding shares of the Company's common stock, and shares of
common stock underlying stock options and warrants that are outstanding
immediately prior to the effective date of the reverse stock
split. Each shareholder’s new share count will be rounded up to the
nearest whole share if the number of shares is not evenly divisible by the ratio
of the reverse split. The reverse stock split will not negatively
affect any of the rights that accrue to holders of Peregrine common stock and
shares of common stock underlying stock options and warrants that are
outstanding immediately prior to the effective date of the reverse stock
split.
“Peregrine
is achieving significant progress in every aspect of our business—from the
growing body of promising Phase II data reported in our bavituximab and
Cotara®
cancer studies, to the increasing interest and activity in our PS-targeting
anti-viral program, to the growing revenues we are seeing from both our
government R&D contract and our Avid Bioservices contract manufacturing
subsidiary,” said Steven W. King, president and CEO of Peregrine. “We
believe implementing this reverse stock split at such a positive time in the
company’s history will enhance our efforts to build long-term shareholder value
by creating a capital structure that is more attractive to a range of investors,
including major institutional investors.”
When the
reverse split takes effect, shareholders holding certificated shares or shares
through a brokerage account will have their shares automatically adjusted to
reflect the reverse stock split on the effective date.
For more
information on Peregrine’s reverse stock split, see the Reverse Stock Split FAQs
at www.peregrineinc.com.
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 serious virus infections. 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 following the reverse split the company’s stock price will not
maintain a minimum closing bid price of $1.00 for the requisite period of ten
trading days necessary to regain compliance with the NASDAQ continued listing
requirements. 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, 2009 and the
quarterly report on Form 10-Q for the quarter ended July 31, 2009. 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.
####