PEREGRINE
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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0-32839
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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):
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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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ý
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Soliciting material pursuant to Rule 14A-12 under the Exchange
Act (17 CFR 240.14a-12)
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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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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).
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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 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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(c) On
September 9, 2017, the Boards of Directors of Peregrine Pharmaceuticals, Inc. (the “Company”), and its wholly-owned
subsidiary Avid Bioservices, Inc. (“Avid”), appointed Roger J. Lias, Ph.D., age 57, as President of Avid. In conjunction
with this appointment, Steven W. King will step down from his role as president of Avid on September 25, 2017 and remain as president
and chief executive officer of Peregrine.
Prior to joining Avid,
Dr. Lias was an independent consultant from January 2017 to the present, providing strategic and business development support to
global biopharmaceutical companies. From 2010 to December 2016, Dr. Lias was Executive Director and Head of Global Biologics Business
Development for Allergan plc (formerly Watson Pharmaceuticals) where he was responsible for developing and executing strategies
designed to support the business development activities related to innovative biologics, biosimilars and complex injectable products.
Prior to Allergan, from 2007 to 2010, Dr. Lias was president and group commercial director for Eden Biodesign (acquired by Watson
Pharmaceuticals), an established biopharmaceutical contract manufacturer and consultancy and wholly-owned subsidiary of Eden Biopharma
Group. Earlier in his career, Dr. Lias held senior management positions at several leading contract development and manufacturing
organizations (CDMO) including Cytovance Biologics, KBI BioPharma, Diosynth RTP (formerly Covance Biotechnology Services) and Lonza
Biologics.
There are no family
relationships between Mr. Lias and any director or executive officer of the Company. Mr. Lias has not has engaged in any related
person transaction (as defined in Item 404(a) of Regulation S-K) with the Company.
Pursuant to his offer
letter, Dr. Lias’ initial base salary is $440,000 per annum. Dr. Lias is also eligible to participate in the annual discretionary
bonus plan for executive officers, with a target bonus percentage of up to fifty percent (50%) of his annual base salary (prorated
for the current fiscal year ending April 30, 2018). In addition, effective on his start date of September 25, 2017, Dr. Lias will
be granted stock options from the Company’s existing stock incentive plans to purchase up to an aggregate of 200,000 shares
of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on September
25, 2017. The stock options will vest in equal annual installments over a four (4) year period.
Dr. Lias is eligible
to participate in all benefits plans or arrangements which are currently, or may in the future be, offered by the Company from
time to time to its executive management employees, including accrued paid-time-off covering vacation and sick time benefits.
The Company has agreed
to provide Dr. Lias with a monthly housing stipend of up to $3,200 per month for a period of up to thirty-six (36) months, or his
earlier permanent relocation to Orange County, California. The foregoing amounts will be grossed up to offset federal and California
income taxes. In the event that Dr. Lias relocates to Orange County, California within the foregoing thirty-six (36) month period,
the Company will pay to Dr. Lias a relocation bonus of $50,000 to cover the costs associated with the relocation. The relocation
bonus will not be grossed up for federal or California income tax purposes. In the event that Dr. Lias terminates his employment
(i) within six months following such relocation, he will be required to return to the Company one hundred percent (100%) of the
relocation bonus, or (ii) during months seven (7) through twenty-four (24) following such relocation, he will be required to return
a pro-rata portion of the relocation bonus.
In the event that Dr.
Lias’s employment is terminated by the Company without cause (as cause is customarily defined in the Company’s employment
agreements with its executive officers) during the first two years of employment, Dr. Lias shall be entitled to receive a severance
payment equal to twelve months’ base salary, and reimbursement of full COBRA premium payments made by him for a period of
twelve (12) months following such termination.
The Company and Dr.
Lias intend to enter into a formal employment agreement providing for the above, as well as terms and conditions as are customary
for other executive officers of the Company.
(d) Also
on September 9, 2017, the Company’s Board of Directors, acting pursuant to its Amended and Restated Bylaws, adopted a resolution
to increase the number of authorized directors of the Company from four to five directors and, following the recommendation of
the Nominating Committee of the Board of Directors, adopted a resolution appointing Roger J. Lias, Ph.D. to fill the vacancy created
thereby.
The information contained
in Item 5.02(c) of this Current Report regarding Dr. Lias’s business experience is hereby incorporated by reference into
this Item 5.02(d).
The Nominating Committee
determined that Dr. Lias is qualified to serve on the Board of Directors due to his extensive biologics experience and expertise
in the contract development and manufacturing sector.
There was no arrangement
or understanding pursuant to which Dr. Lias was elected director.
ITEM 8.01 OTHER EVENTS.
The information set forth under Item 5.02
is incorporated herein by reference.
Important Additional Information
Peregrine intends to file a proxy statement with the Securities
and Exchange Commission (SEC) in connection with the solicitation of proxies for Peregrine’s 2017 Annual Meeting (Proxy Statement)
with an associated WHITE proxy card. Peregrine, its directors and certain of its executive officers will be participants in the
solicitation of proxies from stockholders in respect of the 2017 Annual Meeting. Information regarding the names of Peregrine’s
directors and executive officers and their respective interests in Peregrine by security holdings or otherwise is set forth in
the Annual Report on Form 10-K of Peregrine, for the fiscal year ended April 30, 2017, filed with the SEC on July 14, 2017, and
Peregrine’s proxy statement for the 2016 Annual Meeting, filed with the SEC on August 26, 2016. To the extent holdings of
such participants in Peregrine’s securities are not reported, or have changed since the amounts described, in the 2016 proxy
statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC. Details concerning the nominees of Peregrine’s Board of Directors for election at
the 2017 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE
PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be
able to obtain a copy of the definitive proxy statement and other documents filed by Peregrine free of charge from the SEC’s
website, www.sec.gov. Peregrine’s stockholders will also be able to obtain, without charge, a copy of the definitive Proxy
Statement and other relevant filed documents by directing a request by mail to Peregrine, Corporate Secretary’s Office, 14282
Franklin Avenue, Tustin, CA 92780, by calling Peregrine’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885,
or from Peregrine’s website at www.peregrineinc.com.
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 14, 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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