UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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PEREGRINE PHARMACEUTICALS, INC.
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(Name of Registrant as Specified in Its Charter)
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RONIN TRADING, LLC
JOHN S. STAFFORD, III
SWIM PARTNERS LP
SW INVESTMENT MANAGEMENT LLC
STEPHEN WHITE
ROGER FARLEY
JAMES J. EGAN
RICHARD B. HANCOCK
JOEL MCCOMB
GREGORY P. SARGEN
BRIAN W. SCANLAN
SAIID ZARRABIAN
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Ronin Trading, LLC and
SW Investment Management LLC, together with the other participants named herein (collectively, “Ronin”), have made
a preliminary filing with the Securities and Exchange Commission of a proxy statement and accompanying proxy card to be used to
solicit votes for the election of Ronin’s slate of six highly qualified director nominees to the Board of Directors of Peregrine
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), at the Company’s upcoming 2017 annual meeting
of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings
or continuations thereof.
On October 27, 2017,
Ronin issued the following press release:
RONIN
TRADING AND SW INVESTMENT MANAGEMENT ANNOUNCE ADDITIONAL NOMINATIONS TO BOARD OF PEREGRINE PHARMACEUTICALS
CDMO
Executive Richard (Rick) B. Hancock and Life Sciences Executive Joel McComb Join Slate of Six Highly Qualified Candidates for Election
at Upcoming 2017 Annual Meeting
Ronin
Reiterates Demand for Peregrine to Hold 2017 Annual Meeting without Further Delay
CHICAGO,
IL, OCTOBER 27, 2017 – Ronin Trading, LLC and SW Investment Management LLC (together with the other participants in their
solicitation, “Ronin” or “we”), collectively the largest stockholder of Peregrine Pharmaceuticals, Inc.
(“Peregrine” or the “Company”) (NASDAQ:PPHM), with aggregate beneficial ownership of approximately 9.6%
of the Company’s outstanding shares of common stock, today issued the following statement with respect to Peregrine.
We are glad to announce our additional
nominations of Richard (Rick) B. Hancock, a +30-year biologic contract design and manufacturing organization (“CDMO”)
veteran, and Joel McComb, an entrepreneur and +25-year veteran of life sciences companies, for election to Peregrine’s Board
of Directors (the “Board”) at the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”).
We believe Mr. Hancock’s prior experience as the President and CEO of Althea Technologies, Inc. (“Althea”),
a large molecule CDMO that was acquired by Ajinomoto Co., Inc. in 2013 for $175 million, as well as his years of cGMP manufacturing
experience prior to Althea, make him well qualified for the Board. We believe Mr. McComb’s decades of experience in senior
roles at major life sciences companies and deep understanding of the processes and equipment used for analysis and production
during biologic drug discovery will make him a valuable addition to the Board. Messrs. Hancock and McComb’s impressive qualifications,
which are discussed in greater detail below, make them great additions to our previously announced slate of nominees – James
J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian.
We remain confident that stockholders
are eager for a wholesale change to the composition of the Board and executive leadership regardless of the Company’s eleventh-hour
actions. It is apparent to us that the long-standing incumbent non-employee directors, Carlton M. Johnson Jr., David H. Pohl and
Eric S. Swartz, continue to place their interests ahead of the Company and its stockholders, most recently by disclosing an amended
non-employee director compensation program that pays a much smaller cash retainer; yet, it is not applicable to Messrs. Johnson,
Pohl and Swartz as they are expected to “transition to the new non-employee director compensation program over a period
of time,”
1
whatever that means. We reiterate our demand for the Company
to promptly hold the 2017 Annual Meeting so stockholders have the opportunity to elect representatives capable of representing
stockholders’ best interests. With the Company having its slate of directors in place, what excuse is left now for failing
to call the 2017 Annual Meeting?
1
Peregrine Form 8-K filed on October 23, 2017.
Richard (Rick) B. Hancock
has
worked in the biologic CDMO industry for over 30 years in various operational and executive roles, serving most recently as President
and CEO of Althea, a large molecule CDMO producing a wide range of biologics, vaccines and parenteral products. Mr. Hancock was
Althea’s CEO at the time it was purchased in 2013 for $175 million by multi-billion dollar Japanese chemicals company Ajinomoto
Co., Inc. Prior to joining Althea in 1998, he was the Sr. Director of Operations at The Immune Response Corporation where he was
responsible for manufacturing, process development, QA and related functions. He began his biotech career at Hybritech Inc. (now
part of Eli Lilly & Company), one of the earliest pioneers in monoclonal antibodies where he was responsible for manufacturing
and process development of injectable products. Mr. Hancock has made numerous technical presentations to industry organizations
and published extensively on topics ranging from regulatory affairs and process and facility validation, to managing contract
manufacturing relationships. He is currently the Chairman of the Board and Executive Director of Argonaut Manufacturing Services,
Inc., a CDMO focused on the biotechnology and life sciences industries, and a director of each of Tempo Therapeutics, Inc., a
company focused on regenerative tissue therapies using synthetic materials, and ALMA Life Sciences Foundation, a non-profit dedicated
to bringing effective and inexpensive vaccines to those in need. Mr. Hancock received a BA in microbiology from Miami University.
Joel McComb
is the CEO, Chairman
and Co-Founder of BioSpyder Technologies, Inc., an innovative life sciences company that develops molecular profiling assay technology.
From 2008-2010, Mr. McComb was a Senior Vice President and General Manager of Illumina, Inc., a $30 billion developer of genetic
analytic tools for use with sequencing, genotyping and gene expression. From 2004-2007, Mr. McComb was the President of GE Healthcare’s
Life Sciences and Discovery Systems division with over $600 million in annual sales, and from 2007-2008 he was the President of
GE Healthcare’s $700 million Interventional Medicine division. Prior to GE Healthcare, Mr. McComb was the President, CEO
and a director of Innovadyne Technologies, Inc., a fluidics technology company for drug discovery that was acquired in 2004 by
Gilson, Inc., a private life sciences systems and equipment manufacturer. From 1995-2001 Mr. McComb held various positions at
Beckman Coulter, Inc., including roles as General Manager of the Primary Care Diagnostic Division and Director of Corporate Business
Development, Diagnostics and Bioresearch. Mr. McComb began his career in the Biotechnical Services Division of Charles River Laboratories
(at the time a division of Bausch & Lomb Inc.) where he was a National Business Manager for the company’s monoclonal
antibody CDMO division. Mr. McComb previously was a director of Bio-Rad Laboratories, Inc., a $6.5 billion clinical diagnostics
and instrumentation company, from July 2014 to April 2017, with its stock appreciating approximately 23.9% annualized during his
tenure. Mr. McComb earned a Bachelor of Science degree in genetics from the University of California, Davis and an MBA from Golden
Gate University.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Ronin Trading, LLC, together with the
other participants named herein (collectively, “Ronin”), has filed a preliminary proxy statement and an accompanying
proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its
slate of six highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine Pharmaceuticals, Inc., a Delaware
corporation (the “Company”).
RONIN STRONGLY ADVISES ALL STOCKHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the solicitation
are Ronin Trading, LLC (“Ronin Trading”), John S. Stafford, III, SWIM Partners LP (“SWIM Partners”), SW
Investment Management LLC (“SW Management”), Stephen White, Roger Farley, James J. Egan, Richard B. Hancock, Joel McComb,
Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian.
As of the date hereof, Ronin Trading
directly beneficially owned 3,310,652 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”),
including 137,260 shares of Common Stock that may be acquired upon the conversion of 115,299 shares of the Company’s 10.50%
Series E Convertible Preferred Stock, $0.001 par value per share (“Series E Preferred Stock”). Mr. Stafford, as the
Manager of Ronin Trading, may be deemed to beneficially own the 3,310,652 shares of Common Stock beneficially owned directly by
Ronin Trading. As of the date hereof, SWIM Partners directly beneficially owned 510,333 shares of Common Stock, including 10,333
shares of Common Stock that may be acquired upon the conversion of 8,680 shares of Series E Preferred Stock. As of the date hereof,
an account separately managed by SW Management (the “SW Account”) held 203,714 shares of Common Stock, including 3,714
shares of Common Stock that may be acquired upon the conversion of 3,120 shares of Series E Preferred Stock. SW Management, as
the general partner and investment adviser of SWIM Partners and the investment adviser of the SW Account, may be deemed to beneficially
own the 714,047 shares of Common Stock beneficially owned in the aggregate by SWIM Partners and held in the SW Account. Mr. White,
as the Manager of SW Management, may be deemed to beneficially own the 714,047 shares of Common Stock beneficially owned in the
aggregate by SWIM Partners and held in the SW Account. As of the date hereof, Mr. Farley directly beneficially owned 301,190 shares
of Common Stock, including 1,190 shares of Common Stock that may be acquired upon the conversion of 1,000 shares of Series E Preferred
Stock. As of the date hereof, Messrs. Egan, Hancock, McComb, Sargen, Scanlan and Zarrabian did not beneficially own any securities
of the Company.
Investor Contact:
Stephen White
SW Investment Management LLC
(312) 765-7033
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