the spoiler for doing any pharma deal has been in place for some time..

perhaps a BOD member with 41 shares that would have to give up a $500k per year gig in order to do a pharma deal has been a roadblock...

"That value will only be derived once they get the Board seats with experienced science and business people aligned with shareholders and their contacts."

Agree and add that once the cancer is removed from the company, institutions will invest.

That same source told me they are looking at stopping parachutes and big undeserved payouts... tustin must be very nervous...

Remember if they did the RS before the Russell rebalance dates, pphm would have made the russell easily based on market cap. Guess where the russell votes would have gone... Ronin ... so the nasdaq extension was to keep votes away from team Ronin...

I think the def of "mgmt" and roster thereof will be a Ronin decision from here on out so my def is a mute point.

One question... if Ronin met with mgmt and mgmt wanted to sell Avid and Ronin's primary interest is in Avid, and making the assumption that Ronin had some leverage with mgmt in that Ronin was in the process of attempting to kick mgmt out, it seems to me Ronin could have made a quick play for Avid and could have gotten out of mgmt's hair. If Ronin was a quick buck artist, that was a perfect chance.

If we don't see a ASM meeting called Monday, we will soon see a white flag from mgmt (or no show and Ronin files for mtg). For one, what BP (if there is one interested) would do a deal with the current uncertainty of BOD? There is no way attorneys draft agreements etc without vetting that those making the deal can close the deal.... not with the current well publicized situation with Ronin prepared to storm the castle and mgmt delay of ASM. And BP would be revealing their strategy (ie interest in PS) without assurance of closing any deal without a stable BOD. And if there is a deal, all BP has to say is we delayed it until next qtr knowing full well the current BOD and SK are out.

And by now mgmt probably has a pretty good idea as to who is backing them (CP,PW,KT and a few more). Any institutional money goes with Team Ronin. If they don't have the votes, why would they want to face public humiliation? I can just envision seeing the YouTube "sha na na na hey hey hey goodbye" vid as CJ and crew are escorted from the premises....

I spoke with Ronin team rep Stephen White... they are ready to move fast to force ASM per DE law... and I don't think DE Chancery Court has a very high opinion of PPHM mgmt so no home field advantage for the current BOD... more like "are you kidding me... didn't we just slap your wrists and you're pulling this crap?"

on another note, having a nice incestuous BOD granting excessive pay and parachute packages sounds like a good plan until it all starts to unwind....

SK, PL, BOD and MZ put up a pretty good moat defending shareholder pillaging... that is about to be breached... do you think the conquerors keep them around? i don't.... all imo

"Never seen a Company that tried to avoid its OWN ASM!!!"

Would you want to face shareholders if you have been exposed to ripping them off?

Five more days of drama... what will it be? ... if they have no "saving" deal with actual substance, the current BOD is most likely gone... if that's the case I would not be surprised if mgmt (by doing nothing) forces Ronin to file in DE Chancery Court to hold the meeting and basically take over.... and the SP recovers nicely...

And if there is a "deal" in the works, the folks sitting across the table can just say we're putting this decision off for a couple weeks and change the entire dynamics...

oh the suspense...

Ronin the Barbarian eom

Let's just hope he gets real active and boots these clowns out asap...

yes tidbits... as i said earlier, VC Laster does not say ONE nice thing about the BOD... for your sake I will post another tidbit..

In 2012, the outside directors awarded
themselves $160,000 in cash plus $280,969 worth of
stock options. That total amount of compensation was
286 percent -- so nearly three times -- the mean
compensation for nonemployee directors at peer
companies. Recall the number they were using for
officer compensation. It was the 50th percentile. So
when you're dealing with officer compensation, you use
a third-party expert and you set it at the 50th
percentile of peer compensation. But when you're
doing your own compensation, you disregard the advice
of the third-party compensation consultant, give
yourself an order of magnitude more options than what
the compensation consultant recommends, and you end up
at nearly 300 percent of peer compensation.
In 2013, a similar thing happened.
The outside directors awarded themselves different
numbers of cash, but it was between $140,000 and
$200,000 each, plus option compensation worth
$322,000, roughly 316 percent of average peer
compensation.
In 2014, the outside directors awarded
themselves between $194,000 and $254,000 in cash each,
plus option compensation worth about, again, $295,000
to $300,000, roughly 245 percent of peer company
compensation.
Similar numbers in 2015, between
$292,000 and $354,000 in cash to the outside directors
plus $385,000 worth of option compensation.
I don't know what really happened
here, because my job at this hearing is not to decide
facts. I don't have a full record. Presumably there
are some explanations. But as I said at the outset,
these are claims that are very strong. This is a
board that, at least as alleged, is benefiting itself
in a manner, both procedurally and substantively,
completely divorced from how it is treating others.
My personal view is that when you see somebody who
thinks that it's fair to treat someone else in a
particular way and then decides that, when they're
dealing with themselves, they should get a lot more,
that's usually someone who has a cognitive blind spot.
This was also not information that was
adequately disclosed to the Peregrine stockholders.

It would have been nice to have some
explanation as to why the directors think that the
50th percentile is the right number for management but
the 75th percentile is the right number for them.
Maybe they're just, as directors, that much better
than their management team, such that they only hire a
50th percentile management team, but these guys evaluate themselves as 75th percentile directors. I
don't know.

one book of secrets is the consulting report mentioned in Laster's comments from the DS hearing...

that would be a good report for clawback time...

From DS transcripts... part of Laster comments... and for the gazee's out there, he doesn't say anything good about the bod...

This is a case where the claims were
strong, at least as pled. The nominal defendant was
Peregrine Pharmaceuticals, a company that developed
drug treatments for cancer patients. It had a
four-member board -- one CEO and three outside
directors. The three outside directors were on the
compensation committee. When they went about setting
the officers' pay, they used the help of an outside
compensation consultant. They looked at peer
companies, they determined the pay that they were
providing, and they pegged the compensation of the
officers to the 50th percentile. That seems like a
reasonable, understandable procedure.
But according to the complaint, what
did they do when they set their own compensation?
They used a different procedure. They simply looked
around and gave themselves what they thought and
deemed appropriate.
There was a 2011 stock incentive plan
that limited officers to 250,000 options per year. On
May 4, 2012, the outside directors granted the CEO
500,000 stock options, double the limit in the stock
incentive plan.
Later in 2012, the company had a
little bit of trouble with its main product, which was
a pharmaceutical prospect. It had poor results. The
stock price fell because there were problems with the
data. In December 2012, the board learned that the
data might be salvageable and could possibly be used.
At a time when the public did not know this
information, on December 27, 2012, the outside
directors granted themselves 250,000 stock options
each. They also granted 3,360,125 options to
Peregrine's officers and employees, including options
for 1 million shares to the six officers named as
defendants in this action.
Eleven days later, Peregrine announced
that the internal review had cleared the results of
the Phase 2 trial and Peregrine planned to move to
Phase 3 trials. Peregrine's stock rose from $1.35 per
share to $2.43 per share, so a little bit less than
double. The options were, therefore, immediately in
the money.

It's reasonably inferable from these
facts that the outside directors knew, at the time
they granted the options, that the market price was
not reflecting the fair market value of the stock,
because there was material nonpublic information that
the public had not received. This is as classic a
spring-loading situation as you can get.
So you've got one questionable
compensation decision, in terms of giving the CEO 2X
the limit in the stock option plan. You then have
what seems to be an extremely clean spring-loading
situation, where you grant, at market price, a lot of
options when you know the market price is undervaluing
the company because you have material nonpublic
information.

You then get to another instance of
the outside directors awarding themselves
compensation. You-all will recall the procedure that
the outside directors went through when setting
officer compensation. You-all also will recall that
they didn't do anything similar when setting their own
compensation. They just picked a number.
So then, in 2012, they decided to hire
a compensation consultant to look at their
compensation. That seems like a good idea: Why not
do for yourself the same thing that you're doing when
you're setting compensation for others. The
consultant came back and recommended that the outside
directors award themselves 20,000 options each. The
outside directors disregarded the consultant and,
instead, awarded themselves 232,000 options each.
That's an order of magnitude higher than what was
recommended.
Although the outside directors
continued to use a compensation consultant to set
officer pay, they never hired another compensation
consultant to set their own pay. It seems that
process was good enough when you were determining what
other people should get, but not when you're
determining what you yourself should get.

At the same time one can argue the IP must be pretty good if the likes of MSK, UTSW, Duke are willing to "touch" the PPHM turd. I think the presence of the three BOD casts a stink on the whole company.

There could be a pony under all the poop but we need to shovel out the poop and put the horse under the care of a more qualified trainer with a better reputation.

Let's just hope Ronin's right boot is very active in kicking SK's butt out the door...

ronin is also active in pest control based in LA...

http://www.roninpestcontrol.com/

note the "describe your bug" window....

Yes I am very negative towards the current bod. I have been advocating change for quite some time. I was in communication with Dr. Thorpe years before his passing asking him to help improve the BOD. I sent an analysis to Nasdaq for the extension hearing requesting that the company be forced to improve the BOD as a condition of an extension. I submitted an analysis to the DS hearing despite PPHM's roadblocks including never getting the docs in the first place and and a very short window to submit to the court.

BTW Schwab never got the docs and they are researching why they never received them.

I guess I am fortunate to have avoided the "Gaze" that has befallen so many shareholders.

On another note, how do you reconcile the new BOD members pay of $55k (with biotech experience) to the $400k the three crooks have agreed to with the settlement? To me that's an admission that they have been ripping shareholders off for years.

All the more reason to get the IP into credible hands ASAP... the current BOD's established record of bilking shareholders (DS hearing transcripts) is a major detriment to advancing the science as it keeps institutional investors on the sideline until the foxes are removed from the henhouse.

anybody else get the feeling that tustin is being held hostage waiting for the ronin swat team to arrive...

King has been an active participant in the BOD corruption... imo ... All Ronin all the time...

they had to go hire people to find people in the industry because they had no experience nor contacts in the industry (show one example of any of the three giving any kind of presentation to biotech peers... good luck)...

so on top of the outrageous BOD pay we have to pay a consultant to do the job of the nominating committee which cost about $500k a year in the three clowns pay just for that one committee...

and now they have to pay a babysitter per the DS suit settlement to watch the "ethics" of the BOD?

the sooner the existing BOD is removed from the premises the better and institutions will jump in once the rats have been driven from the ship..

Ronin the barbarian... or Ronin Pest Control... I do believe they service the Tustin area...

http://www.roninpestcontrol.com/


Our family-owned pest control company has operated near Los Angeles for years, and we work under only the most professional standards. On our first appointment, we’ll appraise the pest situation on your property and provide a free consultation about the treatments, safety steps, and expected results. We’ll answer all your questions about the products and alternatives, as well as explaining how our Quality Assurance team works to ensure you get what you paid for: speedy control over your pest problem.
Choose us as your exterminator and watch your pest problems go away.

Any legal beagals out there?

The way I read it is the meeting must take place within 13 months (nov 13?) and a ten day min notice time... are we headed to court soon? either min notice not met by nov 13 and if past nov 13, beyond 13 months...

http://delcode.delaware.gov/title8/c001/sc07/

(c) A failure to hold the annual meeting at the designated time or to elect a sufficient number of directors to conduct the business of the corporation shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation except as may be otherwise specifically provided in this chapter. If the annual meeting for election of directors is not held on the date designated therefor or action by written consent to elect directors in lieu of an annual meeting has not been taken, the directors shall cause the meeting to be held as soon as is convenient. If there be a failure to hold the annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director. The shares of stock represented at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of the certificate of incorporation or bylaws to the contrary. The Court of Chancery may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of such meeting, the record date or dates for determination of stockholders entitled to notice of the meeting and to vote thereat, and the form of notice of such meeting.

(a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination

then the company will issue a pr... director increases stake by 22%

sorry .... ronin all the way... if SK gets a position with Ronin, good for him.... SK is right there with ES,CJ and DP in the throw the bums out plan...

SK can be an asset if he has been telling the truth... partnership talks, collabs etc... he can be helpful in placing the IP.... as a CEO with fiduciary duties to shareholders.... he has to go...

It becomes clear to me that the reason for the Russell miss was to avoid shares getting into institutional hands and a vote for Ronin.... the clowns need to go ASAP so the company can start fresh without the parasites...

i have no problem with SK getting tossed with the rest of them. he was their puppet and was did not act on behalf of shareholders. imo he had no clue what his fiduciary responsibilities were .... by choice or ignorance...

the bums have to go... i would love to see their rebuttal...

for once maybe charlie brown kicks a 60 yard game winning field goal..

many companies...

//www.sec.gov/Archives/edgar/data/1118190/000101968701500107/0001019687-01-500107.txt

I wonder how the $1.5 mil DS settlement was paid? Did they get help in return for a sweetheart deal?

Yes... i hope the ronin crew are like pirates.... taking over a ship commandeered by a bunch of absolute sleazeballs... and the crew of the ship is elated to join the pirates... and pirates split the plunder amongst themselves....

As of July at the DS hearing, the company agreed to add one additional BOD member 90 days after FDA approval of bavi. Per emails from Diaz, the company was not even close to FDA approval. So that should tell you their true motivation which was no oversight and continuation with the excessive BOD pay with the other provision in the DS settlement to "limit" the bod pay from over $500k to $400k. And Vice Chancellor Laster ripped them a new one for their greed.

Throw the bums out and burn the white card.

Could it be that he thinks "these ronin guys are absolutely gonna kick our a$$ and when that happens, the SP should go up once the three clowns are gone. I want a piece of this bet. And I want some shares so I can vote Ronin."

I wonder what slate the employees that own shares want? My guess is they know what they have with respect to the three clowns. I would want the best at the top, not three slimeballs that have been taking far more of their share of resources and have been a drag on progress.

the PS platform should have been tested in several areas including viral... very poor decisions made imo.... but the decision makers had a cash cow combined with a lottery ticket and no accountability (so they thought)...

The $100 mil spent on sunrise could have fueled a lot more balls in play...

And a reply on an earlier comment on the great RG...

demoted when roche took over... very skilled nonetheless

if i can recall ..big game hunter w/ pics all over the web... and many tweets bashing obama while in office and associated w/ pphm...

now when you're dealing with FDA and other issues... keep a low profile...

the BOD (due to lack of biotech exp) went w/ the RG plan... would a seven member qualified BOD have made the same decision? doubt it... many folks were asking mgmt to put more balls in play w/ partner...

granted some monday morning quarterbacking but at the same time "note to self".... qualified diversified BOD's matter

novartis connections all over it based on author info...

so xencor has done deals with novartis.... stafford prob has some inroads into novartis....

http://www.fiercebiotech.com/biotech/embargoed-until-1-15am-et-novartis-goes-bispecific-xencor-150m-immuno-oncology-deal

so novartis familiar w/ PS...

so what does pphm have IP wise and is it worth anything? ... are the patents worth anything... does novartis PS interest have any overlap with pphm PS ip?

the drama unfolds...

combined with three of the biggest sleazebags ever assembled in one place (congress excluded from this statement).. all imo

"As a non-employee director, Mr. Bamforth 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. Bamforth would serve. In addition, under the compensation program, Mr. Bamforth 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. The Compensation Committee expects that existing non-employee directors will transition to the new non-employee director compensation program over a period of time."

So in other words, the $400k for a director with zero biotech exp is a complete joke but we have to wean ourselves off the excessive pay. And if we reduced it now, we would be admitting to shareholders that we have been ripping them off. Besides, if we can drag this out, we can get more money until we get kicked out.

Another reason the bums need to go. The good news is it will make voting for the ronin card a slam dunk.

Just shows you how far off the $400k was in the DS settlement. This behavior would have continued. Ronin shows up and they get their hand caught in the cookie jar (again) and now they get "religion"? All the more reason to can the BOD...

he is a major negative on mc... all imo.eom

Has he resigned? That would be a value inflection point.

yes and remember ir told me there were no trials underway to get approval... and the ds attorney told me they knew it was an empty provision but the wanted a settlement (payday)...

my take is mgmt was planning one last go it alone to prove out MOA... the DS settlement agmt from July where pphm agreed to add BOD member after bavi fda approval was a big tell... no oversight for two more plus years... why care about dilution when bod owned basically nothing... avid cash cow right around the corner and collect $400k a year while getting cheap options all the while... the moat was strong and who could stop them...

then ronin shows up...

what i find interesting is "compelling data" comments regarding sunrise on the last CC and no mention of presentations or posters of the "compelling" data from ESMO or Japan last week... just another reminder that SK is not on shareholders side...

and i got an interesting email from IR last week stating mgmt is not actively promoting the R&D assets..

Makes a lot of sense when you combine the CC compelling comments... let's not let anyone know of the "value" when we try to get the best value from potential partners... shhh don't tell anyone we're selling 2017 corvettes for $20k....

Mgmt hired Mackenzie to sell their "proxy".... what kind of deal will be attached? enough to keep them entrenched? interesting times ahead..

ronin will at least have skin in the game.... a lot more than 41 shares...