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for us simpletons... if one has to reengage tells me they've become disengaged .... that's if the parties claim to have been engaged at one time.... so just like the transmission in one's car... if it ain't in gear, it ain't going anywhere...
TRANSCRIPT IN THE MATTER OF:
Asher Michaeli, et al. vs. Steven W. King, et al. and Peregrine Pharmaceuticals
Delaware Chancery Civil Action No. 8994-VCL
Before: Hon. J. Travis Laster, Vice Chancellor
Call this person for order...
I think it was $70 for 28 pages. Don't know if it is court records where you can get it cheaper or for free.
Mary Anne Rego
Chancery Court Reporters
Leonard L. Williams Justice Center
500 North King Street, Suite 11400
Wilmington, DE 19801
302-255-0525
we shall see.... my bet's on Ronin ... win place and show...
if i lose it's because the BOD sees the light and goes away by giving up seats to BP.... i don't see any scenario when the BOD saves themselves...
ronin will have a presence on the BOD and with qualified candidates whether they come from BP or Ronin camp... ES CJ and DP are history imo
got mine from the court... i can assure you laster did not say anything positive about the clowns....
sorry but the current mgmt team has to go.... scumbags imo... when the DS attorney that makes a living chasing scumbags says these folks are bad actors, one should take notice.... like a prison guard saying that dude is no good... read the DS transcripts... read Laster's comments.... if mgmt is hoping for relief from a DE Chancery Court official, good luck with that.... when the clowns are removed, institutional money jumps in and partners sign deals...
Why would any BP sign a deal right now with the current crew knowing full well that a change is probably forthcoming and at a minimum will need approval by the Ronin crew and supporters? .... only way BP does a deal is if BP takes control of BOD.... fourth and goal from the 50 yard line with 3 seconds on the clock and down by 6..... and the fourth string quarterback with a weak arm is in the game....
Does anybody think a viable candidate proposed by current PPHM BOD would even consider jumping into this cat fight? Let's see, do I team up with a bunch of biotech nobodies with a terrible history of dubious behavior and fight a billionaire with a credible BOD? I doubt it. Face the music CJ.... resign and fly away as fast as you can... and wait for the clawback suit...
agree.... and tappan, kennedy etc will vote w/ ronin.... at least ronin spells out his plans (of which mgmt quickly copied).... and mgmt made it clear at the DS hearing that there is no need to expand BOD until bavi approved when they are not even close to bavi approval....
the current bod needs to go... there is no other option....
latest numbers in this doc...
http://ir.peregrineinc.com/secfiling.cfm?filingID=1683168-17-2228&CIK=704562
looking forward with great anticipation to those "Ronin" hostilities...
hopefully there will be a group of shareholders singing sha na na na hey hey hey goodbye at the ASM...
what is weird is the amended annual report filed aug 28 2017... well after the ronin filings so mgmt knows the battlefield participants ...
so 60 days from the aug 25 date puts us to an oct 25 deadline...
explanatory note from the filing
EXPLANATORY NOTE
Peregrine Pharmaceuticals, Inc. (the “Company”) filed an Annual Report on Form 10-K for its fiscal year ended April 30, 2017 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”) on July 14, 2017. This Amendment No. 1 (the “Amendment”) to the Original Filing is being filed for the purpose of providing the information required by Part III of Form 10-K that was not included in the Original Filing. The Company had previously intended to incorporate by reference the Part III information omitted from the Original Filing to the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders.
Also note the inclusion of language of independent director
Director Independence
Under NASDAQ Listing Rule 5605(a)(2), a director will not be considered an “independent director” if such director, at any time during the past three years was an employee of the Company, or if a director (or a director’s family member) accepted compensation from the Company (other than compensation for board or committee service) in excess of $120,000 during any twelve consecutive month period within the three years preceding the determination of independence. In addition, a director will not qualify as an “independent director” if, in the opinion of our Board of Directors, that person has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that each of the current directors is an independent director as defined by the NASDAQ Listing Rules governing the independence of directors, except for Steven W. King, our President and Chief Executive Officer.
ok... so the BOD says no conflicts but two out of the three directors obviously have conflicts so should they recuse themselves is such vote?
also note the 60 days from aug 25 mention...
(g) Includes shares that such individuals have the right to acquire as of August 25, 2017, or within 60 days thereafter, pursuant to outstanding stock options as follows: Mr. King—398,377 shares; Mr. Swartz—242,828 shares; Mr. Pohl—251,592; ; Mr. Lytle—207,678 shares; Mr. Johnson—228,542 shares; Mr. Shan—136,969 shares; Dr. Fussey—119,540 shares; and Mr. Ziebell—131,253 shares. Such shares are deemed to be outstanding in calculating the percentage ownership of such individual (and the group), but are not deemed to be outstanding as to any other person.
and with respect to dart form 3 and form 4 filing... note the language change...
Form 4 filed as of 9/29/17
(1) Each share of Series E Preferred Stock is convertible at any time at the option of the Reporting Persons into the number of whole shares of the Issuer's common stock which is equal to $25.00 per share, plus accrued and unpaid dividends, divided by a conversion price of $21.00. In the event of a change of control (as further described in the certificate of designation of rights and preferences for the Series E Preferred Stock, or Certificate of Designations, filed as Exhibit 3.11 to the Company's Form 8-A filed with the US Securities Exchange Commission on February 12, 2014), the holders of Series E Preferred Stock will be limited to a maximum number of shares of the Issuer's common stock or other applicable consideration equal to 29 (the "Share Cap") multiplied by the number of shares of Series E Preferred Stock converted.
Form 3 filed 10/30/15
(1) Each share of Series E Preferred Stock is convertible at any time at the option of the Reporting Persons into the number of whole shares of the Issuer's common stock which is equal to $25.00 per share, plus accrued and unpaid dividends, divided by an initial conversion price of $3.00. In the event of a change of control (as further described in the certificate of designation of rights and preferences for the Series E Preferred Stock, or Certificate of Designations, filed as Exhibit 3.11 to the Company's Form 8-A filed with the SEC on February 12, 2014), the holders of Series E Preferred Stock will be limited to a maximum number of shares of the Issuer's common stock or other applicable consideration equal to 29 (the "Share Cap") multiplied by the number of shares of Series E Preferred Stock converted.
so what is going to happen before oct 25...
door #1... mgmt pulls rabbit out of hat and current BOD stays
door #2... rabbit but BOD loses proxy and is gone
door #3... no rabbit bod gone
door #4... no rabbit and current bod stays...
on another note... seems to be the prevailing theme in biotech...
http://www.latimes.com/business/hollywood/la-fi-cher-lawsuit-patrick-soon-shiong-20170929-story.html
makes one think why all the bavi trials seemed like they were designed or executed to fail but provide info on how the drug worked... same with jb sabotage imo...
there was a provision that changed conversion rights if share price was below $0.855 pre split.. (about $6 per share post split)
also note the language from amended 10k and the 60 day reference from Aug 25, 2017...
WTF is going on and are shareholders gonna take one up the rear (again) from this mgmt team?
amended annual report
http://files.shareholder.com/downloads/PPHM/5305437386x0xS1683168-17-2228/704562/filing.pdf
(g) Includes shares that such individuals have the right to acquire as of August 25, 2017, or within 60 days thereafter, pursuant to outstanding stock options as follows: Mr.
King—398,377 shares; Mr. Swartz—242,828 shares; Mr. Pohl—251,592; ; Mr. Lytle—207,678 shares; Mr. Johnson—228,542 shares; Mr. Shan—136,969 shares; Dr.
Fussey—119,540 shares; and Mr. Ziebell—131,253 shares. Such shares are deemed to be outstanding in calculating the percentage ownership of such individual (and
the group), but are not deemed to be outstanding as to any other person
from 424B
http://files.shareholder.com/downloads/PPHM/5305437386x0xS1019687-15-3865/704562/filing.pdf
(2) The 10.50% Series E Convertible Preferred Stock (“Series E Preferred Stock”) is convertible into a number of shares of common stock determined by
dividing the liquidation preference of $25.00 per share by the conversion price, currently $3.00 per share. If all outstanding Series E Preferred Stock were
converted at the $3.00 per share conversion price, the holders of Series E Preferred Stock would receive an aggregate of 13,145,333 shares of our
common stock. However, we have reserved the maximum number of shares of our common stock that could be issued upon a change of control event
assuming our shares of common stock are acquired for consideration of $0.855 per share or less. In this scenario, each outstanding share of Series E
Preferred Stock could be converted into a maximum of 29 shares of common stock, representing the Share Cap.
what's dart up to? what does it mean?
http://ir.peregrineinc.com/secfiling.cfm?filingID=1408408-17-32&CIK=704562
as long as he's successful I don't care... i just have a problem with inept scumbags...
institutional investors (II's) will not touch until the current BOD is out the door... and the sp won't move until the II's get in.... so do the math...
It was made per Diaz. The question is whether someone paid on behalf of crew. Fair question don't you think?
here is some more reading
https://www.lw.com/thoughtleadership/annual-meeting-handbook-2012
xencor plays in the Fc domain area... wonder if there is a play here...
http://www.xencor.com/technology/
good reading....
http://delcode.delaware.gov/title8/c001/sc07/
agree.... let's just hope he can remove the parasites...
Xencor at SITC
Anti-PD1 x anti-ICOS bispecific antibody XmAb23104 brings together PD1 blockade and ICOS costimulation to promote human T cell activation and proliferation
Gregory Moore1, Michael Hedvat1, Matthew Bernett1, Christine Bonzon1, Rajat Varma1, Suzanne Schubbert1, Sung-Hyung Lee1, Kendra Avery1, Rumana Rashid1, Alex Nisthal1, Liz Bogaert1, Irene Leung1, Seung Chu1, Umesh Muchhal1, John Desjarlais1
1Xencor, Inc., Monrovia, CA, USA
Antibody | Checkpoint blockade | Costimulation | Solid tumors | T cell | Tumor infiltrating lymphocytes (TILs)
So Xencor playing in same field as PPHM.... Stafford will find out the value of the IP.... he has resources at his disposal...
Poster comparisons... SITC 2017 vs SITC 2016
Author differences:
Phosphatidylserine targeting antibody in combination with tumor radiation and immune checkpoint blockade promotes anti-tumor activity in mouse B16 melanoma
2017 Poster
Sadna Budhu1, Rachel Giese1, Olivier De Henau1, Roberta Zappasodi1, Luis Felipe Campesato1, Aditi Gupta1, Christopher Barker1, Bruce Freimark2, Jedd D. Wolchok1, Taha Merghoub1
1Memorial Sloan Kettering Cancer Center, New York, NY, USA 2Peregrine Pharmaceuticals, Inc., Tustin, CA, USA
2016 Poster
Sadna Budhu1 , Olivier De Henau 1 , Roberta Zappasodi 1 , Kyle Schlunegger 2 , Bruce Freimark 2 , Jeff Hutchins 2 , Christopher A. Barker 3 , Jedd D. Wolchok 1 and Taha Merghoub 1
Checkpoint blockade | Radiotherapy | Tumor infiltrating lymphocytes (TILs) | Solid tumors
New Authors on Poster https://www.mskcc.org/research-areas/labs/jedd-wolchok
Rachel Giese MD
Tumors can be recognized by the immune system through their ability to make certain proteins that are not present in normal cells, called neoantigens. I am working to identify CD8+ T cells that recognize these neoantigens, in cancer patients using a combinatorial multimer technology. If we can identify relevant neoantigens, we may be able to augment tumor rejection by the immune system. In addition, I am working on a mouse model of oral cavity carcinoma to study the role of inflammation induced by bacteria in the mouth and the to response to immunotherapy.
Luis Felipe Campesato Phd
My aim is to investigate the immunosuppressive network existent in the tumor microenvironment. In particular, my research focuses on exploring the crosstalk between tumor cells and suppressive myeloid cells, and how that interaction affects T cell-mediated immunity. Based on these findings I will develop means to overcome immune suppression and generate more efficient antitumor immunity.
Aditi Gupta
Gupta will study the expression pattern of a protein called TGF beta in melanoma, working to characterize whether inhibiting TGF beta prevents cancer growth. Gupta will be mentored by Memorial Sloan Kettering Cancer Center investigators Dr. Jedd Wolchok, the Lloyd J. Old/Virginia and Daniel K. Ludwig Chair in Clinical Investigation and chief of the Melanoma and Immunotherapeutics Service, and Dr. Taha Merghoub, co-director of the Ludwig Collaborative Laboratory and the Swim Across America Laboratory.
https://news.weill.cornell.edu/news/2017/04/five-weill-cornell-medical-students-win-prestigious-howard-hughes-fellowships
king came from the lab with no business experience whatsoever of no business being a CEO of a publicly traded company (same w/ lytle in CFO role as in no business being in position) imo and no understanding of capital markets, finance/economics, financial/economic modeling as it pertains to drug development. king was a plant for ES along with his other two lackeys.... ES ran roswell... a penny finance player and es had offshore connections.... what a perfect setup when you have the inside scoop... and the shorts made a lot of money over the years of being on the right side of the trade from an info standpoint... that's another topic altogether...
now throw garnick into the equation... lost his position when roche took over genentech... found bavi which showed alot of promise w/ respect to avastin (the drug to beat at the time).... had nothing to lose money wise and a trophy hunt to take down BP.... bet the farm w/ sunrise (but i think carefully designed back door w/ I-O landscape)... the company got their direction from garnick imo and (Based forwarded emails of conversations w/ ES and another shareholder)
so mgmt was in the position to keep a lid on the IP while slowly transferring equity to themselves via options and getting excessive pay in the meantime with no oversight and all the tools to set up a moat around themselves.... and they acted with impunity threatening and thwarting shareholders demanding change ...
now ronin shows up... at first mgmt is in no hurry to expand bod per DS settlement.... now the feel the need to expand bod.... primary purpose is to remain entrenched...
the quicker we can shed ES and crew from the company, the better for shareholders... the IP will be put in good hands with a decent chance of recovering value if value is to be found and that corresponds to how much risk and money one is willing to put forth... and remember the landscape has changed when "astronomical" was in vogue... and with a ES purge, institutions that invest other peoples money could have confidence that the foxes have been removed from the hen house... when that happens we will see the SP reflect the value of the company on a forward looking basis with a positive bias...
and right now the best road forward is ronin as either lead horse or a significant horse in mgmt...
BOD pay comparisons...
http://www.fwcook.com/content/documents/publications/11-30-16_FWC_2016_Director_Comp_Report.pdf
also keep in mind the settlement was a cave in from the attorneys... same with the addition of a new BOD member after bavi approval...
i spoke with them on that.... an easy $500k paycheck to slap the wrists of serial corporate parasite offenders imo
did they represent the shareholder interest well? no imo....and note the settlement talks dragged on and all of a sudden an interest from pphm to settle?
i confirmed payment of the $1.5m.... will pay or cause it to be payed if i recall the language.... i think shareholders have a right to know if there was a "cause" behind a payment
but this was before AZN mystic blowup so the landscape could have changed and will change again and again...
Keep in mind the DS settlement called for an increase in the BOD 90 days after Bavi was approved in the US and based on emails from IR, they were not even close to bavi approval (additional trials had to be conducted per IR). Keep in mind this was PPHM's way of stalling for increasing the BOD. So the gravy train without oversight would have gone on for two plus more years. And the settlement was agreed to in Feb 2017 and approved in July 2017. So the real motive to expand the bod now is to to protect the gravy train.
Them damn lampreys... just can't shake them.
http://www.wideopenspaces.com/are-you-ready-for-a-sea-lamprey-dinner-heres-how-its-done-right/
Agree... but need to reduce from $400k
and bod pay should be reduced to $150k to $200k per Bod member...
or BP would have required adult supervision and that would have ended the gravy train...
PTSC just issued their annual report.... CJ still collects over $120k out of a company trading at 1 penny.... these guys can still run pphm into the ground unless ousted... that should be the main focus right now... get the current BOD out ASAP...
https://finance.yahoo.com/quote/PTSC/?p=PTSC
http://www.secinfo.com/$/SEC/Registrant.asp?CIK=836564
small trials can move the needle.... in the right hands...
http://www.fiercebiotech.com/biotech/kura-surges-early-read-out-head-and-neck-cancer-trial
Just curious as to why no PR on the EMSO presentation Sept 9...
https://cslide.ctimeetingtech.com/library/esmo/browse/search/5uD#2Bb5o0JE
SK from the CC...
compelling but no pr.... and the right hands... we;ve been saying that for years.... so it's been in the wrong hands..
The subset analysis, which supports the combination of bavituximab with checkpoint inhibitors, is compelling but needs further clinical validation. This data, combined with findings from our collaborators at Memorial Sloan Kettering Cancer Center or MSKCC supporting combinations with cellular therapies including CAR-T and the ongoing trials from our partners at the National Comprehensive Cancer Network or NCCN, all as outlined in our earnings release, have bolstered our belief that our bavituximab program can be successfully advanced in the right hands.
seems to me everything the bod has done over the years has been to entrench themselves and block any change... and I would not be surprised if any CA agreements placed restrictions with any partner discussions...
http://ir.peregrineinc.com/secfiling.cfm?filingID=921895-17-2252&CIK=704562
On May 2, 2017, Mr. White received a draft confidentiality agreement from Mr. King.
On May 3, 2017, Mr. White informed Mr. King that, due to Ronin’s serious concerns regarding the Company’s corporate governance and its strong belief that changes are required to the composition of the Board, Ronin is unwilling to enter into a confidentiality agreement that could jeopardize its ability to effectively seek to make the changes that it believes are necessary to improve Peregrine for the benefit of all stockholders.
On May 4, 2017, Mr. King sent an e-mail to Mr. White requesting that Ronin reconsider its position with respect to entering into a confidentiality agreement.
On May 5, 2017, Mr. White received an e-mail, in response to his May 1 st correspondence, from the non-employee directors of the Board indicating, among other things, that they are unwilling to discuss changes to the composition of the Board. Also on May 5, 2017, Mr. White sent an e-mail to the non-employee directors explaining Ronin’s belief that changes to the composition of the Board are necessary to create stockholder value and that stockholders would be receptive to the idea of change.
looks like a good fit.... now the main goal of all sides should be to remove the continuing cancer of ES, CJ and DP from the company...
and reveal the new strategy of developing control arms for fda approval...
be interesting to see finra shorts today... my guess is 65%...
if there is "clarity", at this stage who in their right mind would trust any "clarity"? the current BOD needs to go before any credibility is restored.
yes and I have posted (as with others) several articles over the last year about the competition for patients. And if you are a doctor, do you put your patient in a Roche or Merck trial vs some unknown with a terrible reputation? And even if PPHM continues down the path and gets some of the patients, they will be the left overs in terms of patient selection.