Current Report Filing (8-k)
July 07 2017 - 5:05PM
Edgar (US Regulatory)
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 7, 2017
PEREGRINE
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-32839
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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
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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 240.14d-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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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ITEM 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Peregrine
Pharmaceuticals, Inc. (the “Company”) has filed a Certificate of Amendment of Certificate of
Incorporation (“Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a
1-for-7 reverse stock split of the Company’s issued and outstanding shares of common stock effective as of 5:00 p.m.
Eastern Time on July 7, 2017. Accordingly, each shareholder of the Company’s common stock will receive one (1) new
share of common stock for every seven (7) shares of common stock held immediately prior to the effective time of the reverse
stock split. No fractional shares will be issued, and no cash or other consideration will be paid as a result of the reverse
stock split. Instead, the Company will issue one (1) whole share of the post-split common stock to any shareholder of record
who otherwise would have received a fractional share as a result of the reverse stock split. The reverse stock split affects
all of the Company’s issued and outstanding shares of common stock. In addition, the reverse stock split will affect
shares of common stock underlying the Company’s stock options and warrants, as well as the conversion price of its
10.50% Series E Convertible Preferred Stock, that are outstanding immediately prior to the effective date of the reverse
stock split. The reverse stock split will not negatively affect any of the rights that accrue to holders of the
Company’s common stock and shares of common stock underlying its 10.50% Series E Convertible Preferred Stock, stock
options and warrants that are outstanding immediately prior to the effective date of the reverse stock split.
As a result of the
reverse stock split, the number of issued and outstanding shares of the Company’s common stock will be adjusted from approximately
315 million to approximately 45 million shares. The number of authorized shares of the Company’s common stock under the Certificate
of Incorporation remains the same.
The Company’s
common stock will open for trading on the NASDAQ Capital Market on July 10, 2017 on a split-adjusted basis under the existing trading
symbol “PPHM”. The new CUSIP number for the Company’s common stock will change to 713661502 as of July 10, 2017.
The Certificate of
Incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
On July 7, 2017, the
Company announced the reverse stock split as described above in Item 5.03. A copy of the press release is attached hereto as Exhibit
99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following material
is filed as an exhibit to this Current Report on Form 8-K:
Exhibit
Number
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3.1
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Certificate of Amendment to Certificate of Incorporation of
Peregrine Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Delaware.
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99.1
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Press Release issued July 7, 2017.
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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.
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PEREGRINE PHARMACEUTICALS, INC.
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Date: July 7, 2017
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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
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Description
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3.1
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Certificate of Amendment to Certificate
of Incorporation of Peregrine Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Delaware.
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99.1
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Press Release issued July 7, 2017.
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