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...
