Current Report Filing (8-k)
August 11 2017 - 11:43AM
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):
August 9, 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
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))
o
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).
o
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.
o
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Item 2.05
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Costs Associated with Exit or Disposal Activities.
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On August 9, 2017,
the Board of Directors (the “Board”) of Peregrine Pharmaceuticals, Inc. (the “Company”) approved, and management
commenced, a restructuring plan designed to reduce operating costs and better position the Company to achieve overall profitability
while it pursues strategic options for its research and development assets. Under this plan, which is expected to be completed
in October 2017, the Company has reduced its overall workforce by 60 employees (or 20%). Affected employees have received notification
and are eligible to receive severance payments based on years of service, contingent upon an affected employee’s execution
(and non-revocation) of a separation agreement, which includes a general release of claims against the Company. The Company expects
the reduction in workforce to result in a net cost savings of between $3.7 million and $4.3 million in fiscal year 2018 and more
than $7 million in reduced annualized operating costs beginning in fiscal year 2019.
In connection
with the restructuring plan, the Company estimates that it will incur aggregate charges between $1.1 million and $1.7 million
related to one-time termination benefits, including severance, and other employee related costs, all of which are
expected to be incurred and paid during the second quarter of fiscal year 2018 ending October 31, 2017.
On August 11, 2017,
the Company announced the restructuring plan as described above in Item 2.05. A copy of the press release is attached hereto as
Exhibit 99.1.
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ITEM 9.01
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Financial Statements and Exhibits.
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(c) Exhibits. The following material
is filed as an exhibit to this Current Report on Form 8-K:
Exhibit
Number
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99.1
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Press Release issued August 11, 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:
August 11, 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
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Exhibit Number
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Description
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99.1
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Press Release issued August 11, 2017.
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