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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
ý
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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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(d) On October 20,
2017, the Board of Directors (the “Board”) of Peregrine Pharmaceuticals, Inc. (the “Company”), acting pursuant
to its Amended and Restated Bylaws, adopted a resolution to increase the number of authorized directors of the Company from six
to seven directors and, following the recommendation of the Nominating Committee of the Board, adopted a resolution appointing
Patrick D. Walsh, effective immediately, to fill the vacancy created thereby.
The Nominating Committee
determined that Mr. Walsh is qualified to serve on the Board due to his extensive experience in leading successful, high-growth
CDMOs and complex laboratory and pharmaceutical manufacturing operations including parenteral and active pharmaceutical ingredients
(API) on a global scale.
Mr. Walsh has not engaged
in any related person transaction (as defined in Item 404(a) of Regulation S-K) with the Company, and there was no arrangements
or understanding between Mr. Walsh and any other persons pursuant to which Mr. Walsh was selected as a director.
As non-employee director,
Mr. Walsh will receive compensation under the Company’s non-employee director compensation program, which was recently amended
by the Compensation Committee of the Board, and consists of an annual cash retainer, paid in monthly installments, of $55,000 per
year and a separate annual cash retainer of $15,000 per each committee of the Board on which a non-employee director serves. At
the time of the filing, the Board had not yet determined the committee(s) of the Board on which Mr. Walsh would serve. In addition,
under the compensation program, Mr. Walsh is eligible to receive a cash fee of $2,000 per day for each Board of Directors meeting
attended, whether in-person or telephonically, and is entitled to receive a cash fee of $2,000 for each additional Company meeting
attended in excess of four hours in length.
Pursuant to the non-employee
director compensation policy, Mr. Walsh, as a new director, was granted stock options from the Company’s existing stock incentive
plans to purchase up to an aggregate of 75,000 shares of the Company’s common stock at an exercise price equal to the closing
price of the Company’s common stock on October 20, 2017. The stock options will vest in equal monthly installments over a
three (3) year period.
On October 24, 2017,
the Company issued a press release announcing the appointment of Mr. Walsh as an independent member of the Board of Directors of
both the Company and Avid Bioservices, Inc., the Company’s wholly-owned contract development and manufacturing organization
subsidiary. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(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 October 24, 2017.
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: October 24, 2017
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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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