The shareholders of Peregrine took some action and forced them out. 

 

SETTLEMENT AGREEMENT

 

 

 

This Settlement Agreement (this “Agreement”) is made and entered into as of November 27, 2017, by and among Peregrine Pharmaceuticals, Inc. (the “Company”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ronin Group”) (each of the Company, on the one hand, and the Ronin Group, on the other hand, a “Party” to this Agreement, and collectively, the “Parties”).

 

 

Recitals

 

 

 

Whereas, the Company and the Ronin Group have engaged in discussions and communications concerning the Company’s business, financial performance and strategic plans;

 

 

Whereas, the Ronin Group is deemed to Beneficially Own (as defined below) shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) totaling, in the aggregate, 4,325,889 shares (including an aggregate of 152,497 shares of Common Stock that may be acquired upon the conversion of an aggregate of 128,099 shares of the Company’s 10.50% Series E Convertible Preferred Stock, par value $0.001 per share (“Series E Preferred Stock”)), or approximately 9.6%, of the Common Stock issued and outstanding on the date of this Agreement;

 

 

Whereas, the Company’s 2017 Annual Meeting of Stockholders is scheduled to be held on January 18, 2018 (including any adjournment or postponement thereof, the “2017 Annual Meeting”); and

 

 

Whereas, the Company and the Ronin Group have determined to come to an agreement with respect to the composition of the Board of Directors of the Company (the “Board”), certain matters related to the 2017 Annual Meeting and certain other matters, in each case as provided in this Agreement.

 

 

Now, Therefore, in consideration of the foregoing promises, terms and conditions, and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

 

 

1.

Board Matters; Board Appointments; 2017 Annual Meeting and 2018 Annual Meeting.

 

 

 

(a)               The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to: (i) accept the resignations from the Board and each of its committees of each of Stephen W. King, Carlton M. Johnson, Jr., Eric S. Swartz and David H. Pohl; (ii) appoint to the Board each of Richard B. Hancock (“Hancock”), Gregory P. Sargen (“Sargen”) and Joel McComb (“McComb” and together with Hancock and Sargen, the “Ronin Appointees”) and Joseph Carleone, Ph.D. (“Carleone”); (iii) nominate the Ronin Appointees and Carleone for consideration by the Company’s stockholders for reelection to the Board at the 2017 Annual Meeting, each to serve until the 2018 annual meeting of stockholders of the Company (the “2018 Annual Meeting”) or until his earlier death, resignation, disqualification or removal; (iv) recommend that the Company’s stockholders vote, and solicit proxies, in favor of the election of the Ronin Appointees and Carleone at the 2017 Annual Meeting in the same manner as for the other nominees nominated by the Company at the 2017 Annual Meeting, (v) nominate such number of Ronin Appointees (with the specific Ronin Appointee(s) to be nominated by the Company to be determined by the Company in its sole and absolute discretion) for consideration by the Company’s stockholders for reelection to the Board at the 2018 Annual Meeting, each to serve until the 2019 annual meeting of stockholders of the Company (the “2019 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, as is equal to the quotient obtained by dividing (A) the number of authorized number of directors of the Company, minus one, by (B) two (such Ronin Appointees, the “Ronin 2018 Appointees”); and (vi) recommend that the Company’s stockholders vote, and solicit proxies, in favor of the election of the Ronin 2018 Appointees at the 2018 Annual Meeting in the same manner as for the other nominees nominated by the Company at the 2018 Annual Meeting. For the avoidance of doubt, in addition to the Ronin Appointees and Carleone, the Company shall also nominate Roger J. Lias, Ph.D., Mark R. Bamforth and Patrick D. Walsh for reelection by the stockholders of the Company at the 2017 Annual Meeting.

 

 

 

 

https://www.sec.gov/Archives/edgar/data/704562/000168316817003160/peregrine_ex1001.htm

 

 

 

 

 

 

 

 

 

PEREGRINE PHARMACEUTICALS, INC.

 

 

 

 

 

 

11.       commitments and contingencies

 

 

 

Legal Proceedings – In the ordinary course of business, we are at times subject to various legal proceedings and disputes. We make provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.  Such provisions are reviewed at least quarterly and adjusted to reflect the impact of any settlement negotiations, judicial and administrative rulings, advice of legal counsel, and other information and events pertaining to a particular case.

 

 

 

On October 10, 2013, a derivative and class action complaint, captioned Michaeli v. Steven W. King, et al., C.A. No. 8994-VCL, was filed in the Court of Chancery of the State of Delaware (the “Court”), purportedly on behalf of the Company, which was named a nominal defendant, against certain of our executive officers and our three former non-employee directors (collectively, the “Defendants”). On December 1, 2015, the plaintiffs filed an amended and supplemental derivative and class action complaint (the “Amended Complaint”). The Amended Complaint alleged that the Defendants breached their respective fiduciary duties in connection with certain purportedly improper compensation decisions made by our board of directors during the past four fiscal years ended April 30, 2015 and that our directors breached their fiduciary duty of candor by filing and seeking stockholder action on the basis of an allegedly materially false and misleading proxy statement for our 2013 annual meeting of stockholders. On May 15, 2017, the parties filed with the Court a Stipulation and Agreement of Compromise, Settlement and Release (the “Settlement”) setting forth the terms of the proposed settlement of the claims in the Amended Complaint. At a hearing on July 27, 2017, the Court issued an order approving the Settlement, which provides, among other things, that the three former non-employee directors agreed to pay or cause to be paid $1,500,000 to us, which amount is included as a reduction to selling, general and administrative expense in the accompanying unaudited condensed consolidated financial statements for the six months ended October 31, 2017. The Company received such payment in full in August 2017.

 

 

 

 

https://www.sec.gov/Archives/edgar/data/704562/000168316817003277/peregrine_10q-103117.htm

 

 

 

SHAREHOLDER ALERT: Purcell Julie & Lefkowitz LLP Is Investigating Peregrine Pharmaceuticals, Inc. for Potential Breaches Of Fiduciary Duty By Its Board of Directors

 

 

News provided by

 

Purcell Julie & Lefkowitz LLP

 

Aug 30, 2017, 07:21 ET

 

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NEW YORK, Aug. 30, 2017 /PRNewswire/ -- Purcell Julie & Lefkowitz LLP, a class action law firm dedicated to representing shareholders nationwide, is investigating a potential breach of fiduciary duty claim involving the board of directors of Peregrine Pharmaceuticals, Inc. (NASDAQ: PPHM).

 

If you are a shareholder of Peregrine Pharmaceuticals, Inc. and are interested in obtaining additional information regarding this investigation, free of charge, please visit us at:

http://pjlfirm.com/peregrine-pharmaceuticals-inc/

You may also contact Robert H. Lefkowitz, Esq. either via email at rl@pjlfirm.com or by telephone at 212-725-1000.  One of our attorneys will personally speak with you about the case at no cost or obligation.

Purcell Julie & Lefkowitz LLP is a law firm exclusively committed to representing shareholders nationwide who are victims of securities fraud, breaches of fiduciary duty and other types of corporate misconduct. For more information about the firm and its attorneys, please visit http://pjlfirm.com.   Attorney advertising. Prior results do not guarantee a similar outcome. 

SOURCE Purcell Julie & Lefkowitz LLP

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