Thursday, December 07, 2017 6:37:13 PM
12-7-17/PROXY; 11-28-17 PPHM+RONIN Settle(4 New Directors)
THESE UPDATES:
I. 12-7-17: Peregrine’s 14A DEF Proxy Statement: https://tinyurl.com/y7qprpg9
……At the 2017 Annual Meeting (1-18-18, 10am), the Company asks you to vote on 4 proposals…*SEE BELOW*
II. 11-28-17: PPHM+RONIN Settle, NEW BOD(7): Joseph Carleone (Chair), Richard Hancock, Gregory Sargen, Joel McComb, Roger Lias, Mark Bamforth, Patrick Walsh (King, Johnson, Swartz, Pohl resign). Complete Agreement: https://tinyurl.com/y7b3gkc2
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See below for full PPHM-RONIN History of PR’s, Letters, 13-D’s, Form4’s, and Proxy’s (sorted: newest=>oldest).
KNOWN UPCOMING:
Dec11 After Mkt: FY'18Q2 (qe 10-31-17) Financials & Conf. Call - http://ir.peregrineinc.com/events.cfm
Dec11-15/Avid Booth #311: KNect365’s Antibody Eng. & Therapeutics Conf., SanDiego https://lifesciences.knect365.com/antibody-engineering-therapeutics
Jan18: Peregrine's 2017 Annual Shareholder’s Meeting – 11-13-17/PR: http://tinyurl.com/y9tdcob5 VotingRecDate=11-27-17; PROXY/14A: https://tinyurl.com/y7qprpg9
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11-13-17: Large Ownership Summary(40.2%) - now 18,163,171shs., 40.2% of 45,210,608 O/S at 11-27-17.
(Ronin+SW/Stafford+Farley+White, Eastern Cap./K.Dart, Institutions incl. Tappan’s 11-13-17/13G)
#1: 10-27-17/PR: Group Ronin Trading/SWInvest (John Stafford III+R.Farley+Stephen White) now has 9.6% stake (4,325,889sh.) in PPHM
...4,173,391 COMMON – 9.2% of 45,210,608 common O/S at 11-27-17 (total beneficial=4,325,889 if Pref. conv. x1.1905 to Common)
...128,099 PREFERRED – 7.8% of 1,647,760 preferred O/S at 7-31-17
NOTE: ALL historical common #’s adjusted for the 1:7 R/S eff. 7-10-17.
#2: 10-30-15: Kenneth Dart (Eastern Capital) acquires 9.5% stake (4,300,992sh.) in PPHM http://tinyurl.com/y95yskck
...3,777,183 COMMON – 8.4% of 45,210,608 common O/S at 11-27-17 (total beneficial=4,300,992 if Pref. conv. x1.1905 to Common, 9.5%)
...440,000 PREFERRED – 26.7% of 1,647,760 preferred O/S at 7-31-17
…...9-29-17/Form4: http://tinyurl.com/y9oadloa <=No chg. In Ownership; status update?
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HISTORY of RONIN-PPHM LETTERS, PR’s, SEC Filings etc: (newest first)
12-7-17: Peregrine’s 14A DEF Proxy Statement: https://tinyurl.com/y7qprpg9
At the 2017 Annual Meeting (1-18-18, 10am), the Company asks you to vote on 4 proposals:
#1: To elect 7 directors to serve on our Board of Directors until our 2018 ASM, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal;
#2: To ratify the appointment of Ernst & Young LLP as the indep. registered public accounting firm of the Company for FY18 ending 4-30-18;
#3: To adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Proxy Statement under “Executive Compensation”; and
#4: To vote, on an advisory basis, on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers.
The Board may also ask you to participate in the transaction of any other business that is properly brought before the 2017 ASM in accordance with the provisions of our Certificate of Incorporation, as amended, and Amended and Restated Bylaws (the “Bylaws”).
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REVISED DIRECTOR COMPENSATION POLICY (pg.20): “Based on analysis by The VisionLink Advisory Group, effective in connection with the Oct.2017 appointments to our Board of non-emp. directors Mark R. Bamforth & Patrick D. Walsh, the then current Compensation Committee formally adopted a new non-emp. director compensation pgm comprised of:
(i) an annual cash retainer, payable in 12 installments, of $55,000, and
(ii) an annual cash retainer, payable in 12 installments, of $15,000 per committee membership. Furthermore, each non-emp. director will receive a cash fee of $2,000/day for each BOD meeting attended, whether in-person or telephonically, and a cash fee of $2,000 for each addl. Company meeting attended in excess of 4 hours in length.
...such non-emp. director will receive a non-qual. stock option grant to purchase 75,000 shares of our common stock, at an exercise price equal to the fair market value of our common stock on the date of grant, and vesting in equal mo. installments over a 3-year period. We have not yet established a policy with respect to our routine annual broad-based stock option grant pgm for FY2018.”
A/O 11-27-17, O/S SHARES: 45,210,608/Common (9-6-17 was: 45,096,081), 1,647,760/Preferred.
ADDL. PROXY MATERIALS: https://tinyurl.com/ydercqbw
11-30-17: Profiles of All 7 BOD Members (+Compensation) https://tinyurl.com/y9lkl4q2
Joseph Carleone (Chairman), Richard Hancock, Gregory Sargen, Joel McComb, Roger Lias, Mark Bamforth, Patrick Walsh
11-28-17: PPHM+RONIN Settle, 4 New Directors eff. Immediately
NEW BOD(7): Richard B. Hancock, Gregory P. Sargen, Joel McComb, Joseph Carleone, Roger J. Lias, Mark R. Bamforth, Patrick D. Walsh (King, Johnson, Swartz, Pohl resign).
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1049961
...11-28-17/8-K Header: https://tinyurl.com/y8m35nax
……….8-K/ex10.1 Complete Agreement: https://tinyurl.com/y7b3gkc2
11-28-17: New BOD(7) Added to Website:
http://www.peregrineinc.com => About => BOD
Chairman is Joseph Carleone (PhD, “Independent of Ronin/SWIM and new to Peregrine”)
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COMPENSATION (6 Non-Emp. Directors, see: http://tinyurl.com/y7mvg6wt ):
=> SUMMARY: $55000/yr + $15000/committee + $2000/meeting
FORM4 STOCK OPTIONS AWARDED TO ALL 7 BOD’S: ( http://tinyurl.com/6d4jw8 )
Joseph Carleone (Chairman): 75,000 @4.67, vesting monthly over 3yrs beg. 12-27-17
Richard Hancock: 75,000 @4.67 vesting monthly over 3yrs beg. 12-27-17
Gregory Sargen: 75,000 @4.67, vesting monthly over 3yrs beg. 12-27-17
Joel McComb: 75,000 @4.67, vesting monthly over 3yrs beg. 12-27-17
Patrick Walsh: 75,000 @4.08, vesting monthly over 3yrs beg. 11-20-17
Mark Bamforth: 75,000 @3.88, vesting monthly over 3yrs beg. 11-17-17
Roger Lias: 150,000 @3.19, vesting in 4 equal annual installments beg. 9-25-18
OPEN MKT PUR:
...Mark Bamforth Buys 50,000sh. @$4.50 (open mkt) on 10-27-17 http://tinyurl.com/ya7pyyu5
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FROM THE 11-28-17 PR:
Stephen White of Ronin/SWIM said, "We are pleased that we were able to reach a constructive agreement with Peregrine to reconstitute the board with new independent directors. Rick, Greg, Joel, and Joe bring important experience, expertise and perspectives to Peregrine, and we are confident that they, together with Roger, Mark and Pat, will be able to successfully lead the company forward and deliver value for stockholders."
NEW DIRECTORS
Joseph Carleone, PhD (independent appointee): Dr. Carleone is Chairman of the Board of AMPAC Fine Chemicals LLC, a leading manufacturer of pharmaceutical active ingredients. Prior to this position, Dr. Carleone was President, CEO and director of American Pacific Corporation, a leading custom manufacturer of fine and specialty chemicals and propulsion products. Dr. Carleone has also served or currently serves as an officer and/or a director of several directly or indirectly wholly-owned subsidiaries of American Pacific Corporation. Dr. Carleone received his bachelor's degree in Mechanical Eng. from Drexel University, Philadelphia, Pennsylvania, in 1968; his master's degree in Applied Mechanics from Drexel University in 1970; and his doctorate degree in Applied Mechanics from Drexel Univ. in 1972.
Richard B. Hancock (Ronin/SWIM appointee): Richard (Rick) B. Hancock has worked in the biologic CDMO industry for over 30 years in various operational and executive roles, serving most recently as President and CEO of Althea Technologies, Inc., a large molecule CDMO producing a wide range of biologics, vaccines and parenteral products. In addition to Althea, Mr. Hancock has held senior management positions at The Immune Response Corporation, and Hybritech Inc. (now part of Eli Lilly & Company), and he is currently the Chairman of the Board and Executive Director of Argonaut Manufacturing Services, Inc., a CDMO focused on the biotechnology and life sciences industries. Mr. Hancock received a BA in Microbiology from Miami University.
Joel McComb (Ronin/SWIM appointee): Joel McComb is the CEO, Chairman and Co-Founder of BioSpyder Technologies, Inc. Prior to BioSpyder, Mr. McComb served as Senior Vice President and General Manager of Illumina, Inc., President of GE Healthcare's Life Sciences and Discovery Systems division, and President of GE Healthcare's Interventional Medicine division. Prior to GE Healthcare, Mr. McComb was the President, CEO and a director of Innovadyne Technologies, Inc., and held various positions at Beckman Coulter, Inc., and Charles River Laboratories (at the time a division of Bausch & Lomb Inc.) where he was a National Business Manager for the company's monoclonal antibody CDMO division. Mr. McComb earned a Bachelor of Science degree in Genetics from the Univ. of California, Davis and an MBA from Golden Gate University.
Gregory P. Sargen (Ronin/SWIM appointee): Gregory P. Sargen currently serves as Executive Vice President - Corporate Development and Strategy of Cambrex Corp. (NYSE:CBM) ("Cambrex"), a global manufacturer and provider of services to life sciences companies. Prior to his current role, Mr. Sargen served as Executive Vice President and CFO of Cambrex. Prior to Cambrex, Mr. Sargen served as VP of Finance - Chemicals Manufacturing Div. of Fisher Scientific International Inc. (n/k/a Thermo Fisher Scientific Inc.) (NYSE:TMO), and held positions with Merck & Co., Inc. (NYSE:MRK), Heat and Control, Inc. and Ernst & Young LLP. Mr. Sargen is a Certified Public Accountant (non-practicing) and holds an MBA in Finance from The Wharton School of the Univ. of Pennsylvania and a B.S. in Accounting from Pennsylvania State University.
11-20-17/8K: “On 11-14-17, Joseph S. Shan gave notice of his resignation as VP/Clin+Reg. of Peregrine, eff. 12-31-17. The Company does not intend to replace Mr. Shan's position as the Company transitions to a pure play CDMO.” http://tinyurl.com/ycgyln9l
11-15-17/Outsourcing-Pharma: “How This R&D Company (Peregrine) is Transitioning to a Pure-Play CDMO: ‘Opportunities Are Almost Endless’" - Recap of interviews with Steve King & Avid Pres. Roger Lias
https://www.outsourcing-pharma.com/Article/2017/11/15/Peregrine-transitioning-to-pure-play-CDMO
...Excerpts: SK: “...and we made the decision to focus on the CMDO side of the business and sell off the R&D assets. Clearly, the CDMO space is a very hot area, a lot of interest and M&A activity.” . . . THE FUTURE AS A CDMO: Lias' 1st objective as the new Pres. of Avid will be to ramp up visibility & bus. dev., he told us. Short term, the strategy is to fully consolidate as a multi-product CDMO. As part of this, the company is currently looking to license or sell its proprietary R&D assets, including Bavituximab. “One of the first things we’ll do is bolster our capabilities for our early phase work,” said Lias. “We need more,” he added. Beyond that, Lias said the next steps will be aligning the organization to be able to better serve multiple clients. The company will grow organically and M&A is, “of course,” a potential, he explained. The company will also look diversify its service offerings and may deploy new “copycat” facilities, though no locations have been chosen at this time. “The opportunities are almost endless out there at the moment,” concluded Lias.
https://muckrack.com/melissa-fassbender
11-13-17: PPHM announces ASM date: 1/18/18
PR: http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1048430
Peregrine today announced that its 2017 Annual Meeting of Stockholders will be held on Jan. 18, 2018, at 14191 Myford Road, Tustin, CA, located within the company's mfg. campus. Holders of the company's common stock at the close of business on Nov. 27, 2017, the record date, will be entitled to receive notice of and vote their shares at the 2017 ASM Meeting.
ABOUT PEREGRINE: Peregrine Pharmaceuticals is a company transitioning from an R&D focused business to a pure play contract development and mfg. (CDMO). Peregrine's in-house CDMO services, including cGMP mfg. & dev. capabilities, are provided through its wholly-owned subsidiary Avid Bioservices. The company is pursuing to license or sell its proprietary R&D assets, including its lead immunotherapy candidate, bavituximab, which is currently being evaluated in clinical trials in combination with immune stimulating therapies for the treatment of various cancers…
IMPORTANT ADDL. INFO:
Peregrine intends to file a Proxy Statement (WHITE Card) with the SEC in connection with the solicitation of proxies for Peregrine's 2017 ASM. Peregrine, its directors and certain of its exec. officers will be participants in the solicitation of proxies from stockholders in respect of the 2017 ASM. Info regarding the names of Peregrine's directors & exec. officers and their respective interests in Peregrine by security holdings or otherwise is set forth in the 10-K for FY/e 4-30-17 [7-14-17: http://tinyurl.com/ycxu4l5n ], and Peregrine's proxy statement for the 2016 ASM [8-26-16: http://tinyurl.com/gsrmgs2 ]. To the extent holdings of such participants in Peregrine's securities are not reported, or have changed since the amounts described, in the 2016 proxy statement, such changes have been reflected on [Form3’s & Form4’s]… Details concerning the nominees of Peregrine's BOD for election at the 2017 ASM will be included in the Proxy Statement…
MEDIA: John Christiansen / Matt Reid, Sard Verbinnen & Co, 415-618-8750 / 310-201-2040 http://www.sardverb.com
INVESTOR: Stephanie Diaz, Vida Strategic Partners, 415-675-7401
...LAST YEAR’S ASM: 10-13-16 Peregrine's ASM Voting Results: http://tinyurl.com/ycrrrb43
[ALL SEC filings for PPHM: http://tinyurl.com/6d4jw8 ]
10-30-17/Ronin Issues PDF Presentation (30 pgs), “Shareholders Seeking Change”
PDF: https://www.sec.gov/Archives/edgar/data/704562/000092189517002510/ex1dfan14a11338002_10302017.pdf
10-30-17/PR: http://tinyurl.com/y8vrgl44 “In the presentation, Ronin explained its belief that, given the Company's abysmal performance under the leadership of long-standing incumbent directors Carlton M. Johnson Jr., Steven W. King, David H. Pohl and Eric S. Swartz, a complete overhaul of the boardroom is warranted. Specifically, Ronin does not believe there is a justifiable reason for the long-standing incumbents' continued service as directors and is convinced that the Board must be reconstituted with indep. directors with relevant industry experience who were not hand-picked by the incumbents. Ronin has nominated a slate of 6 highly qualified and indep. director candidates – James J. Egan, Richard B. Hancock, Joel McComb, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian – and once again calls on the Board to call the 2017 ASM immediately to enable the Company's stockholders to elect representatives of their choice.”
...14A: On 10-30-17, Ronin issued an Investor Presentation, which is attached as Exhibit 1. http://tinyurl.com/ycafcevh
...Viewable as images: http://tinyurl.com/y8e2qchw
10-27-17/Form4: PPHM’s Mark Bamborth(BOD#6) Buys 50,000sh. @$4.50 (open mkt) http://tinyurl.com/ya7pyyu5
Recall, this 10-17-17 OPTIONS Form4 for M.Bamforth (http://tinyurl.com/ybfm5tfe ):
...Mark R. Bamforth 75,000sh. @$3.88 (BOD #6) - vesting monthly over 36mos, beg. 11-17-17
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10-19-17: Peregrine Adds Mark R. Bamforth to BOD http://tinyurl.com/ydxlv7sb
10-23-17/8-K M.R. Bamforth Hiring Details: http://tinyurl.com/y7mvg6wt
=> SUMMARY: $55000/yr + $15000/committee + $2000/meeting; “The Compensation Committee expects that existing non-emp. directors will transition to the new non-emp. director compensation pgm over a period of time.”…
SEE MORE ON M.BAMFORTH’s 10-19-17 HIRE BELOW.
10-27-17/PR: RONIN/SWIM announce Richard B. Hancock & Joel McComb as their 5th & 6th BOD candidate nominees & calls again on Peregrine to hold the 2017 ASM w/o further delay http://tinyurl.com/yaruv85x
“We are glad to announce our addl. nominations of Richard (Rick) B. Hancock, a +30-year biologic CDMO veteran, and Joel McComb, an entrepreneur and +25-year veteran of life sciences companies, for election to Peregrine's BOD… We believe Mr. Hancock's prior experience as the Pres/CEO of Althea Technologies, Inc., a large molecule CDMO that was acquired by Ajinomoto Co. in 2013 for $175M, as well as his years of cGMP mfg. experience prior to Althea, make him well qualified for the Board. We believe Mr. McComb's decades of experience in senior roles at major life sciences companies and deep understanding of the processes & equipment used for analysis & production during biologic drug discovery will make him a valuable addition to the Board. Messrs. Hancock & McComb's impressive qualifications, which are discussed in greater detail below, make them great additions to our previously announced slate of nominees – James J. Egan, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian.
We remain confident that stockholders are eager for a wholesale change to the composition of the Board and executive leadership regardless of the Company's 11th hr. actions. It is apparent to us that the long-standing incumbent non-emp. directors, Carlton M. Johnson Jr., David H. Pohl, and Eric S. Swartz, continue to place their interests ahead of the Company and its stockholders, most recently by disclosing an amended non-emp. director compensation program that pays a much smaller cash retainer; yet, it is not applicable to Messrs. Johnson, Pohl and Swartz as they are expected to "transition to the new non-employee director compensation program over a period of time," whatever that means. We reiterate our demand for the Company to promptly hold the 2017 ASM so stockholders have the opportunity to elect representatives capable of representing stockholders' best interests. With the Company having its slate of directors in place, what excuse is left now for failing to call the 2017 Annual Meeting?
**RICHARD (RICK) B. HANCOCK has worked in the biologic CDMO industry for over 30 years in various operational & executive roles, serving most recently as Pres./CEO of Althea, a large molecule CDMO producing a wide range of biologics, vaccines & parenteral products. Mr. Hancock was Althea's CEO at the time it was purchased in 2013 for $175M by multi-billion dollar Japanese chemicals company Ajinomoto Co. Prior to joining Althea in 1998, he was the Sr. Dir. of Operations at The Immune Response Corp. where he was responsible for mfg., process development, QA, and related functions. He began his biotech career at Hybritech Inc. (now part of Eli Lilly & Co.), one of the earliest pioneers in monoclonal antibodies where he was responsible for mfg. & process development of injectable products. Mr. Hancock has made numerous technical presentations to industry organizations and published extensively on topics ranging from regulatory affairs and process and facility validation, to managing contract mfg. relationships. He is currently the C.O.B. and Exec. Dir. of Argonaut Manufacturing Services, a CDMO focused on the biotechnology & life sciences industries, and a director of each of Tempo Therapeutics, a company focused on regenerative tissue therapies using synthetic materials, and ALMA Life Sciences Foundation, a non-profit dedicated to bringing effective & inexpensive vaccines to those in need. Mr. Hancock received a BA in microbiology from Miami University.
**JOEL MCCOMB is the CEO, Chairman and Co-Founder of BioSpyder Technologies, an innovative life sciences company that develops molecular profiling assay technology. From 2008-2010, Mr. McComb was a SVP and Gen. Mgr. of Illumina, Inc., a $30B developer of genetic analytic tools for use with sequencing, genotyping and gene expression. From 2004-2007, Mr. McComb was the President of GE Healthcare's Life Sciences & Discovery Systems division with over $600M in annual sales, and from 2007-2008 he was the President of GE Healthcare's $700M Interventional Medicine division. Prior to GE Healthcare, Mr. McComb was the President, CEO and a director of Innovadyne Technologies, a fluidics technology company for drug discovery that was acquired in 2004 by Gilson, Inc., a private life sciences systems & equipment manufacturer. From 1995-2001 Mr. McComb held various positions at Beckman Coulter, including roles as Gen. Mgr. of the Primary Care Diagnostic Div. and Director of Corp. Bus. Development, Diagnostics and Bioresearch. Mr. McComb began his career in the Biotechnical Services Div. of Charles River Labs (at the time a division of Bausch & Lomb) where he was a Natl. Bus. Mgr. for the company's monoclonal antibody CDMO division. Mr. McComb previously was a director of Bio-Rad Laboratories, a $6.5B clinical diagnostics and instrumentation company, from July 2014 to April 2017, with its stock appreciating approx. 23.9% annualized during his tenure. Mr. McComb earned a BS in genetics from the Univ. of California, Davis and an MBA from Golden Gate University.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS:
Ronin Trading, LLC, together with the other participants named herein (collectively, "Ronin"), has filed a preliminary proxy statement and an accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of six highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine Pharmaceuticals, Inc., a Delaware corporation (the "Company").
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT http://www.sec.gov . IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the solicitation are Ronin Trading, LLC ("Ronin Trading"), John S. Stafford, III, SWIM Partners LP ("SWIM Partners"), SW Investment Mgt. LLC ("SW Mgt."), Stephen White, Roger Farley, James J. Egan, Richard B. Hancock, Joel McComb, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian.
...AS OF THE DATE HEREOF, Mr. Roger Farley directly beneficially owned 301,190 shs. of Common [up +190,427/Common from the 10-17-17 13D], including 1,190 shs. of Common that may be acquired upon the conv. of 1,000 shs./Preferred. As of the date hereof, Messrs. Egan, Hancock, McComb, Sargen, Scanlan and Zarrabian did not beneficially own any securities of the Company.
CONTACT: Stephen White, SW Investment Mgt. LLC, 312-765-7033
10-27-17/14A: http://tinyurl.com/y7hslequ
Sept'17 & Oct'17 PPHM/Form4’s for New BOD’s Lias/Bamforth/Walsh (Options Awarded):
...Patrick D. Walsh 75,000sh. @$4.08 http://tinyurl.com/y7yrcwez (BOD #7) - vesting monthly over 36mos, beg. 11-20-17
...Mark R. Bamforth 75,000sh. @$3.88 http://tinyurl.com/ybfm5tfe (BOD #6) - vesting monthly over 36mos, beg. 11-17-17
...Roger J. Lias 150,000sh. @$3.19 http://tinyurl.com/yavfa6w7 (CEO/Avid, BOD #5) - vesting in 4 equal annual installments beg. 9-25-18
10-23-17/8-K: “Recently Amended” BOD Compensation Program http://tinyurl.com/y7mvg6wt
$55000/yr + $15000/committee + $2000/meeting; “The Compensation Committee expects that existing non-emp. directors will transition to the new (“recently amended”) non-emp. director compensation pgm over a period of time.”
10-24-17: Peregrine Adds Patrick Walsh to BOD of Peregrine & Avid
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1045098
* Industry Veteran with 30+yrs Experience Leading Successful CDMO Organizations
Peregrine announces the appointment of Patrick D. Walsh as an indep. member of the BOD of both Peregrine & Avid Bioservices [7th member]… Mr. Walsh's record of leading successful, high-growth CDMOs is well-documented in the industry and he has also led complex laboratory and pharmaceutical mfg. Operations, including parenteral & active pharmaceutical ingredients (API) on a global scale.
SK: "We are thrilled to add an individual with Patrick's industry expertise & impressive track record of success to the Peregrine and Avid boards. The industry insight and knowledge that he has accumulated throughout his years of serving on the senior mgt. teams of successful CDMOs, will prove invaluable as we continue to expand & enhance our CDMO business. Since early September, we have made great progress in our stated goal of hiring a dedicated President focused on the CDMO business [9-11-17: Roger J. Lias] and expanding our BOD with individuals with high quality CDMO industry experience. We believe that these key appointments strongly position our CDMO business to continue its growth & capture a more significant portion of the rapidly expanding business opportunities in this industry."
Mr. Walsh currently serves as CEO of Avista Pharma Solutions [https://www.avistapharma.com ], a high-growth CDMO with over 220,000sf of facility space that provides pharmaceutical clients with a full suite of service offerings including analytical, microbiology, API, formulation, drug substance & drug product mfg. expertise & capabilities. Prior to joining Avista Pharma, he was CEO of AAIPharma Services, a private-equity backed CDMO at which he led a successful growth strategy culminating in the company's sale for more than 4.5 times return on invested capital. Mr. Walsh also held the positions of Pres. & COO of Gensia-Sicor, during which time he led the company's commercial growth strategy, culminating in the eventual sale to Teva for $3.4B. Prior to Gensia, he spent 10yrs in a global pharmaceutical company culminating in leading the U.S. and intl. business of a leading Japanese pharma company. Mr. Walsh has served on pharma boards as chairman, non-executive chairman and company director, as well as an executive advisor to private equity & venture capital firms. He currently serves on the board of Avista Pharma, which is backed by private-equity firm Ampersand Capital Partners.
PATRICK WALSH: “This is an advantageous time for CDMOs with the appropriate combination of leadership, technical capabilities, and scale to capitalize on the dramatically increasing demand within the industry. With its single-use, fully disposable mfg. technologies & proven regulatory track record, Avid is well positioned to seize this opportunity. I am pleased to serve the company in its goal to capitalize on this dynamic and growing market opportunity."
Avid Bioservices was established… in Jan. 2002 [rest same as 10-19-17 PR below]. . .
10-24-17 Form4’s for Options granted:
...(both vesting monthly over 36mos. Beg. 11-20-17)
1. Mark R. Bamforth 75,000sh. @$3.88 http://tinyurl.com/ybfm5tfe (BOD #6)
2. Patrick D. Walsh 75,000sh. @$4.08 http://tinyurl.com/y9hf7d8a (BOD #7)
10-19-17: Peregrine Adds Mark R. Bamforth to BOD http://tinyurl.com/ydxlv7sb
10-23-17/8-K M.R. Bamforth Hiring Details: http://tinyurl.com/y7mvg6wt
=> SUMMARY: $55000/yr + $15000/committee + $2000/meeting; “The Compensation Committee expects that existing non-emp. directors will transition to the new non-emp. director compensation pgm over a period of time.”…
. . .“On 10-17-17, the BOD adopted a resolution to incr. the #BOD’s from 5 to 6, Mr. Bamforth to join immediately… Mr. Bamforth… will receive compensation under the Company’s non-emp. Director compensation pgm, which was recently amended… He will rec. $55,000/yr. + $15,000/yr. for each committee served (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, Mr. Bamforth is eligible to receive $2,000/day for each BOD meeting attended, whether in-person or telephonically, and is entitled to receive $2,000 for each addl. Company meeting attended in excess of 4hrs in length. The Compensation Committee expects that existing non-emp. directors will transition to the new non-emp. director compensation pgm over a period of time.”
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10-19-17/PR: ...Mr. Bamforth has 30yrs of biologics leadership experience, including founding 2 CDMOs, Brammer Bio, where he is currently Pres./CEO, and Gallus BioPharmaceuticals, which was acquired by DPx Holdings B.V., the parent company of Patheon. Additionally, he served 20+yrs in key roles at Genzyme Corp., including 10yrs as a corp. officer responsible for running global mfg.
STEVE KING: "Mark is a great addition to the board of directors as we continue our transition to becoming a dedicated CDMO business. With his extensive experience in the CDMO space, both as an entrepreneur who has founded, grown, acquired and sold a successful CDMO company, as well as his experience as a key executive at Genzyme Corporation, he is ideally suited to help oversee the transition of the company into a leading CDMO. Combined with the recent appointment of Dr. Roger Lias as Pres. of Avid and member of Peregrine's BOD, today's appointment further underscores our commitment to reconstitute the BOD with high quality CDMO industry experience. We look forward to providing further updates in the near future as we continue the process."
Based in Cambridge MA, Mr. Bamforth currently serves as Pres./CEO of Brammer Bio, a cell & gene therapy CDMO he founded in 2015 and merged with Florida Biologix, an established, 10yo CDMO, in 3-2016. In this role, he oversees a team of 300+ emps, providing services ranging from process dev. and early clinical supply services to production of Ph3 supplies & support for licensure of gene therapy products. Previously, he founded Gallus BioPharmaceuticals, a biologics CDMO that experienced rapid growth leading to its acquisition by DPx Holdings B.V., the parent company of Patheon, in 2014 for $257.2M.
Prior to his founding of Brammer Bio & Gallus BioPharmaceuticals, Mr. Bamforth spent 22yrs with Genzyme Corp., rising to the position of SVP/Corp.Oper./Pharmaceuticals. In this role, he oversaw a multi-technology, global operations team comprised of 3,600+ at 13 internal sites & a network of 24 CMO’s. This team was charged with supplying 20+ commercial products and multiple clinical products that spanned biologics, cell therapy, gene therapy, pharmaceuticals and biologic devices. While at Genzyme, Mr. Bamforth served as a member of the CEO's operating committee, helping to guide corporate strategy acquisition, partnering and growth to over $4B in sales.
MARK BAMFORTH: "We continue to see significant growth potential in the CDMO space, particularly for companies that understand the nuanced needs of biopharmaceutical companies and can offer creative and sophisticated dev. & mfg. solutions. I believe that Avid Bioservices is well positioned to capitalize on these growth opportunities based on its state-of-the-art Myford mfg. facility, as well as its established track record of commercial & clinical mfg. & regulatory excellence. I am pleased to have the opportunity to join the boards of both Peregrine & Avid at this exciting time of transition for the companies and look forward to sharing my industry experience to contribute to the ongoing success of the CDMO business."
Mr. Bamforth also serves on the boards of MassBio and the Wentworth Inst. of Technology, and is a Saltire Foundation founding-trustee. He earned a BS in chemical eng. from Strathclyde Univ. and an MBA from Henley Mgt. College.
Avid Bioservices was established out of Peregrine's internal biologics mfg. & dev. capabilities and began formal operations in Jan.2002. The company has grown from an internal support operation to a full service CDMO that manufactures bulk drug substance for products that are approved & marketed in over 18 countries by leading biopharma companies. Avid was recently recognized as a leading CDMO by Life Science Leader as a recipient of multiple 2017 Contract Mfg. Leadership Awards for Quality, Reliability, Capabilities, Expertise and Compatibility. The company has an outstanding regulatory inspection history and state-of-the-art cGMP mfg. facilities. Mr. King has served as Pres. of Avid since its formation in addition to his role as Pres./CEO of Peregrine since 2003.
ABOUT PEREGRINE PHARMACEUTICALS, INC.
Peregrine Pharmaceuticals, Inc. is a company transitioning from an R&D focused business to a pure play contract dev. & mfg. organization (CDMO)… The company is pursuing to license or sell its proprietary R&D assets, including its lead immunotherapy candidate, bavituximab, which is currently being evaluated in clinical trials in combination with immune stimulating therapies for the treatment of various cancers...
10-10-17/PR: RONIN/SWIM announce James J. Egan as their 4th BOD candidate nominee & calls on Peregrine to hold the 2017 ASM w/o further delay http://tinyurl.com/ya8fgsr7
“Ronin Trading & SWIM, collectively the 2nd largest stockholder of PPHM (~8.9%/common) issued the following statement with respect to Peregrine: “We are excited to announce our addl. nomination of James (Jamie) J. Egan, a 30-year biotech veteran, for election to Peregrine's BOD at the Company's 2017 ASM. We believe Mr. Egan's deep understanding of antibodies, history of senior operations roles at reputable companies in the biotech industry, and proven ability to execute large deals with major pharmaceutical firms make him ideally suited for the Board and a great complement to our previously announced slate of nominees (Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian). Mr. Egan's qualifications are discussed in greater detail below. Ronin has put forth a slate of highly qualified candidates that we believe are capable of delivering stockholder value. Therefore, we are extremely frustrated that the Board continues to needlessly delay the 2017 ASM, an action that we believe benefits insiders at the expense of stockholders. It has been over 10wks since Peregrine announced its intention to expand the size of the Board "from 4 to up to 7 members through the addition of new highly-qualified indep. directors," yet incredibly, the Board still has not announced a single independent candidate for its slate of nominees. Stockholders should not be punished for the Board's inability to identify qualified indep. directors. Furthermore, we are dismayed that Peregrine's first new director candidate, Dr. Roger Lias, is a Company insider rather than an indep. member. Not only is it inappropriate for 2 Company insiders to serve on the Board, but this appointment directly contradicts Peregrine's own statement about adding "indep." directors. We feel these actions are yet more evidence of the extraordinarily poor corporate governance practices at the Company and highlight the need for an overhaul of Peregrine's leadership. Considering that Peregrine's past 15 annual meetings were held in October, it is blatantly obvious to us that the Company is stalling as a means to entrench the incumbents and insulate them from the will of Peregrine's stockholders. To the extent the Company fails to promptly call the 2017 ASM, we intend to file suit in accordance with Delaware law to compel the holding of the meeting so we can continue this process of change.
JAMES J. EGAN ("Jamie") currently serves as a strategic advisor to Numab AG, a Swiss biotech company that develops antibody-based therapeutics. From 2009–2012, Jamie was the COO of Sucampo Pharmaceuticals, a publicly-traded global pharmaceutical company, during which time he worked closely with the company's mfg. partners. Prior to that, Mr. Egan served as CBO of ESBATech AG, a privately held Swiss biotechnology company, from 2006 until its acquisition by Alcon S.A. for $589M in 2009, which Mr. Egan facilitated. From 2001–2006, Jamie was Senior VP of Licensing/CorpDEV for biopharmaceutical company Idenix Pharmaceuticals, ("Idenix"), where he played an instrumental role in Novartis AG's $255M investment in the company as part of a strategic alliance that allowed Idenix to go public in 2004. Idenix was later acquired by Merck & Co. in 2014 for nearly $3.9B. Mr. Egan has also held senior operations roles at pharmaceutical company G.D. Searle & Co. and global healthcare company Abbott Laboratories in the 1980's and 1990's. Prior to becoming a biotech executive, Mr. Egan was a foreign services officer at the US embassy in Tokyo and an attorney with the DOJ. Mr. Egan is fluent in Japanese.”
...10-10-17 Schd. 14A: http://tinyurl.com/ybvkjd3e (PS: this 14A also shows that SWIM added +45,000sh. of Common between 8-30-17 and 10-10-17).
9-11-17/PR: Roger J. Lias to become Avid’s President and join PPHM’s BOD eff. 9-25-17 http://tinyurl.com/yd3eh3uv
...PR: “Prev. Sr.Mgt. w/CMDO’s: Cytovance Biologics, KBI BioPharma, Diosynth RTP (formerly Covance Biotech Svcs), Lonza Biologics. Dr. Lias' achievements… to increasing revs at Diosynth $16mm=>$120mm over a 4-yr period...”
...8-K: Prior, Dr. Lias, age=57, was indep. consultant Jan2017-curr... 2010-Dec2016: Exec.Dir/Head/Global Biologics Bus.Dev. for Allergan plc (formerly Watson Pharm.)… 2007-2010: Pres./Group-Commercial.Dir for Eden Biodesign (acquired by Watson Pharm.)… Earlier, Sr.Mgt. w/CDMO’s, including Cytovance Biologics, KBI BioPharma, Diosynth RTP (formerly Covance Biotech Svcs), Lonza Biologics… http://tinyurl.com/y9tk8mh6
…...9-11-17 Qtly CC-Transcript, PR(Fin’s Q1FY18/qe7-31-17), Avid Revs History Table http://tinyurl.com/y9y8qdac
9-27-17 Form4 for Options granted:
...(vesting in 4 equal annual installments beg. 9-25-18)
Roger J. Lias 150,000sh. @$3.19 http://tinyurl.com/yavfa6w7 (CEO/Avid, BOD #5)
8-29-17: RONIN/SWIM’s PRELIM. Proxy Statement (14A) http://tinyurl.com/yay55u3p
“We are seeking your support for the election of our 3 BOD nominees at the PPHM 2017 ASM: Gregory P. Sargen, Brian W. Scanlan, Saiid Zarrabian.”, as well as approval to “To hold a non-binding advisory vote on the compensation of the Company’s named executive officers”. This 14A (pgs.5-9) also lists a 35-pt. chronology of events (1-17-17 thru 8-14-17) leading up to this proxy solicitation. Also, pgs. I1-4 lists all Ronin/SW PPHM stock transactions, since 12-15-16 – it shows 2 new purchases of Common since the last 13D: SWIM/SWInvest(S.White): 8-4-17/16,026 and 8-15-17/11,226. (+27,252 total). This results in Ronin/SW Group total beneficial ownership moving from 3,952,446 to 3,979,699 (8.8% of 45,096,081 outstanding as of 8-25-17).
8-28-17: PPHM’s Amended 10-K (orig. was 7-14-17) http://tinyurl.com/yb5jq7vc
“This Amendment is being filed for the purpose of providing info. required by Part III of Form 10-K that was not included in the Orig. (7-14-17) Filing. We had previously intended to incorporate by ref. the Part III info. omitted from the Original Filing to the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders.”
Part III of this Amendment includes:
Item 10: Directors, Executive Officers, Corporate Governance
Item 11: Executive Compensation
Item 12: Security Ownership Of Certain Beneficial Owners and Mgt. and Related Stockholder Matters
Item 13: Certain Relationships and Related Transactions, and Director Independence
Item 14: Principal Accounting Fees and Services
Item 15: Exhibits & Financial Statement Schedules
Note: O/S now 45,096,081 (a/o 9-6-17), up +26,893 since the orig. 7-14-17 10-K’s 45,069,188.
8-14-17: Ronin Trading & SWIM Respond to Recent Announcements by Peregrine
- Believe Incumbent Board Members are Responsible for Continued Destruction of Stockholder Value and Must be Held Accountable
http://www.prnewswire.com/news-releases/ronin-trading-and-sw-investment-management-issue-letter-to-employees-of-peregrine-pharmaceuticals-300491208.html
SEC Form 14A: http://tinyurl.com/y7hjryog
CHICAGO, Aug. 14, 2017: Ronin Trading & SW Investment Mgt. (together with the other participants in their solicitation, "Ronin"), collectively the 2nd largest stockholder of Peregrine, with aggregate beneficial ownership of approx. 8.8% of the Company's outstanding shares of common stock, today issued the following statement with respect to Peregrine:
We find it outrageous that Peregrine's Board of Directors and mgt. chose to fire roughly 20% of the Company's employees while doing nothing to address their own unjustifiable & egregious compensation. If the Company needs to reduce costs, the first place it should look is the preposterously high salaries of its own Board and mgt. We remind stockholders what Institutional Shareholder Services said in its 2016 proxy report on Peregrine:
"WITHHOLD votes are warranted for compensation committee members Carlton M. Johnson Jr., David H. Pohl, and Eric S. Swartz due to continued problematic pay practices and the board's failure to adequately respond to shareholder concerns."
On July 31, 2017, Peregrine's Board announced an intention to increase the size of the Board from 4 to up to 7 members by adding up to 3 new directors with – unlike themselves – actual pharmaceutical & contract development and mfg. experience. This was a laughable attempt to appear stockholder-friendly, since it would brazenly further entrench the incumbents while allowing them to retain a majority of Board seats. Notably, the Company did not actually expand the size of the Board, presumably because the Board's announcement was purely reactive to our public criticisms and it had not successfully identified additional candidates to serve on its slate. It is no surprise to us that the Board appears to be having difficulty finding highly qualified, ethical people to serve as nominees alongside themselves, given their own questionable backgrounds and records of value destruction. Furthermore, based on the feedback we have received from many stockholders in recent weeks, we believe support for the Board at the 2017 Annual Meeting will be nearly nonexistent, thus making it even more difficult for the Board to find addl. qualified nominees. In the event Peregrine proceeds with the expansion of the Board, we will timely nominate additional highly qualified director candidates to ensure that control of the Board does not remain with the incumbents or their hand-picked additions.
We believe a similar problem exists with the Board's ability to identify the right candidate to serve as the President of Avid Bioservices. We doubt whether any qualified candidate would be interested in the position given the current leadership structure of the Company and lack of any strategic plan put forth by the Board. To the extent that a President of Avid is hired prior to the 2017 Annual Meeting, if elected, our director candidates intend to immediately evaluate the appropriateness of the hire.
It is insulting to employees & stockholders alike that mgt. and the Board were responsible for these unfortunate layoffs, but apparently unwilling to sacrifice anything personally. Recent actions by mgt. and the Board further validate our belief that their only concern appears to be their own personal enrichment, which we are confident will soon (and to everyone's relief) be coming to an end. The facts remain clear, and given what we believe is the extraordinarily low likelihood of the incumbent indep. Board members being reelected at the 2017 Annual Meeting, we call on Peregrine's indep. directors, Carlton M. Johnson Jr., David H. Pohl, and Eric S. Swartz, to resign their Board seats immediately. Peregrine can no longer afford to allow Peregrine's current leadership to needlessly destroy more value in a futile attempt to cling to their positions. We are confident that our director nominees are the right people to end Peregrine's culture of leadership unaccountability, and will be able to finally set Peregrine on a path towards value creation.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS:
Ronin Trading, LLC, together with the other participants named herein (collectively, "Ronin"), intends to file a preliminary proxy statement and an accompanying proxy card with the SEC to be used to solicit votes for the election of its slate of 3 highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine Pharmaceuticals, Inc.
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE… **snip**
PPHM Stock Ownership by Ronin & SWIM: …As of the date hereof, Messrs. Sargen, Scanlan and Zarrabian did not beneficially own any securities of the Company. **snip**
Investor Contact: Stephen White, SW Investment Mgt. LLC 312-765-7033
8-11-17: Peregrine Announces Measures to Reduce Costs, Facilitate Profitability and Strengthen its Operations
* Reductions in R&D, manufacturing, and administrative personnel
* Anticipated annual cost savings of over $7 million
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1037065
TUSTIN, Aug. 11, 2017: Peregrine Pharmaceuticals today announced that it has reduced its overall workforce by 60 employees (or 20%) as part of its series of planned strategic actions to reduce costs and better position the Company to achieve overall profitability while it pursues strategic options for its R&D assets. The Company expects the workforce reductions to result in a net cost savings of between $3.7mm and $4.3mm in FY'18 and more than $7mm in reduced annualized operating expenses beginning in FY'19.
As part of the cost saving initiatives, the Company reduced Peregrine's R&D personnel by 50% to 11 employees, with the remaining staff supporting potential strategic alternatives for its R&D assets while continuing to assist with collaborative trials, the antibody discovery platform, and the exosome program. Personnel supporting the Avid Bioservices CDMO business, a wholly owned subsidiary of Peregrine Pharmaceuticals, was reduced by 20% to 184 employees to align operations with the reduction in forecasted revenues. In addition, SG&A personnel was reduced by 8% to 49 employees as the Company continues to pursue leaner support operations. The charge to earnings for these personnel reductions will be between $1.1mm and $1.7mm, all of which is expected to be incurred during Q2/FY'18.
"While this was a difficult decision, our board and management team believe it was a necessary step as we continue to evaluate strategic options to further strengthen our two distinct businesses and seek to maximize shareholder value," said Steven King, President, CEO, and Director of Peregrine and President of Avid Bioservices. "I would like to personally express my appreciation to the affected employees for their commitment and meaningful contributions to the Peregrine and Avid businesses. We remain committed to capitalizing on long-term opportunities available to our CDMO business and pursuing the best path forward for our R&D business."
Last month, Peregrine announced that as part of its strategic review it intends to expand its board of directors to add new members with CDMO and biologics experience and to commence a search for a dedicated president to head its Avid CDMO business.
7-31-17: Peregrine Provides Strategic Update
* Plans to Expand Board of Directors to Add CDMO and Biologics Industry Expertise
* Search for a Dedicated President to Head Avid Bioservices CDMO Business to Commence
* Continues to Evaluate Strategic Options for Advancing R&D Business
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1035083
TUSTIN, July 31, 2017: Peregrine Pharmaceuticals, Inc. (Nasdaq:PPHM) today announced that it intends to increase the size of its Board of Directors from 4 to up to 7 members through the addition of new highly-qualified independent directors with CDMO and biologics experience. The Company also announced that it plans to initiate a search for a dedicated President to lead its wholly-owned CDMO subsidiary, Avid Bioservices, Inc. Lastly, the Company today provided an update on its evaluation of strategic options for advancing its R&D business.
Addition of Board Members
"We look forward to adding new directors with valuable CDMO and biologics industry experience and skills to the Board, broadening our overall expertise and complementing the capabilities and experience of our current directors," said Carlton Johnson, Chairman of Peregrine's Board of Directors. "The Board and management will benefit from the additional perspectives provided by new directors who share our commitment to maximizing stockholder value."
"The Board has played an important role in supporting the growth of the CDMO business and has provided the management team with valuable insight and support over many years. This support was critical in allowing us to build a successful CDMO business while simultaneously advancing our R&D pipeline," said Steven King, President, CEO and Director of Peregrine and President of Avid Bioservices. "As we continue to evaluate a number of strategic options to sharpen the focus of each of our two distinct businesses and enhance shareholder value, I am confident that these planned additions will enhance our ability to successfully lead the Company through this critical process."
Search for Dedicated Avid Bioservices President
Peregrine also plans to appoint a new dedicated President to lead Avid and focus entirely on executing the CDMO business' growth strategy. The new President will report directly to Mr. King while the company continues to evaluate strategic options including potentially separating the R&D and CDMO businesses. The Company believes that the addition of the new President for Avid and the addition of board members with CDMO experience will strengthen Avid's position for future success regardless of the strategic alternatives the Company may pursue. Mr. King, who has served as President of Avid since its formation, will continue to serve in his current role until a candidate is hired in order to ensure continued high level services for its current customers and to make sure there is a successful and smooth transition to the new leadership.
Avid was formed in 2002 to service the attractive commercial bio-manufacturing market. Over the last 15 years, Avid has become a leader in implementing disposable bio-manufacturing processes at commercial scale for large molecule API manufacturing. The Company has achieved a premiere customer list, excellent regulatory track record and strong competitive position from which it can capitalize on favorable industry growth trends. In FY2017, Avid generated revenues of over $57mm and achieved a 5-yr. compounded annual revenue growth rate of 31%.
"Avid has experienced remarkable and steady growth over the last several years, and we are taking steps to ensure that it remains well-positioned to take advantage of the growing demand for biologics and biosimilar drugs," said King. "We have a clear strategic plan and proven track-record in our CDMO business, as evidenced by our investments in the state-of-the-art Myford facility, our progress securing new customers and expanding our services offerings, and our recent record financial results. With the addition of a new dedicated President, Avid will benefit from a leadership team focused solely on executing its long-term strategic plan of driving growth, diversifying its customer base and optimizing its operations and facilities."
R&D Business Update
Continued King, "At the same time, we are actively evaluating strategic options for advancing our R&D business. We are working with researchers at some of the leading research institutes in the world and have seen renewed and encouraging interest in the bavituximab program from influential key opinion leaders. We believe recent promising clinical data from our bavituximab program, in addition to our other R&D assets, strongly supports continued advancement of the pipeline with the goal of providing patients with new cancer treatment options. Leveraging the scientific expertise of key opinion leaders, we will apply great rigor in assessing additional investments and identifying the best way to move our R&D programs forward."
"As we recently noted on our Q4 conference call [7-14-17: http://tinyurl.com/yb4wulvu ], Peregrine is at the start of a transformative journey, which includes exploring strategic alternatives," said King. "We are focused on enhancing shareholder returns as we capitalize on long-term opportunities available to Avid and pursue the optimal path forward for our drug development franchise. The search for new Board members and a new dedicated leader for Avid mark the first in a series of planned strategic actions that will strengthen the position of Avid as a more independent and potentially as a completely independent entity with a focus on revenue growth and increased profitability. We will also continue to explore the best strategic alternatives for the R&D pipeline in order to maximize value for stockholders."
Peregrine will be working with a nationally recognized executive search firm to assist in identifying highly qualified candidates for the Avid President and Board of Directors positions. The Company intends to appoint a President to the Avid business in the coming months and include the identified directors in its slate of nominees for election to the Board at its next Annual Meeting of Stockholders. . .
7-20-17: Ronin Trading & SWIM Issue Letter to Employees of Peregrine
- Elaborate on Strategic Vision & Intentions with Respect to Peregrine
http://www.prnewswire.com/news-releases/ronin-trading-and-sw-investment-management-issue-letter-to-employees-of-peregrine-pharmaceuticals-300491208.html
SEC Form 14A: http://tinyurl.com/y8nohtz8
Dear Peregrine Employees:
Ronin Trading, LLC and SW Investment Mgt. LLC believe it is important that you understand a little more about us and what we are attempting to accomplish with our nominations of Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian for election to the Peregrine’s Board of Directors… As detailed in our 7-13-17 public letter to stockholders, we believe that the Company is suffering from mismanagement under the leadership of the incumbent Board that is comprised of egregiously compensated directors who lack relevant experience, possess an immaterial financial interest in the Company, and have histories of losses and questionable dealings outside of Peregrine. Rather than capitalize on the emergence of Peregrine's contract dev. & mfg. Business (“CMDO”), Avid Bioservices, the incumbents have elected to use Avid to support the unsuccessful development of bavituximab. We believe this is a mistake and that the Company and all of its stakeholders – stockholders, employees, and customers – would benefit from a focus on Avid. We want to invest more capital in Avid. We believe Peregrine should invest significantly more into Avid's people, capacity and technology – the only investments to date that have created value for Peregrine. Because of Avid's high return on capital, excellent competitive position and great regulatory track record, we believe that addl. investment will create even more value. Meanwhile, public & private market valuations for CDMOs remain very high, indicating the future return potential for businesses such as Avid. Avid should not be competing for capital with an unsuccessful drug dev. program; instead, it desperately needs a structure where it can invest for growth, free from the handicap of a mgt. team that forces it to prop up a failed clinical dev. business. Increased investment into Avid would also bring much-needed comfort to Avid's customers and the Company's other stakeholders. We appreciate how unsettling it is to see Peregrine's auditor raise substantial doubt as to the Company's ability to continue as a going concern. We are confident that these doubts would be alleviated by focusing on profitably growing Avid and not diverting resources to unrelated clinical dev. activities. We want to attract and retain the best employees for Avid. We genuinely appreciate that the value in CDMOs is as much (if not more) about the people as it is about the physical assets. We want Avid to attract and retain the best talent available, but that will only be possible with the following changes.
First, Peregrine needs a vastly improved culture, which begins with directors and mgt. who possess relevant experience, successful track records, and a true appreciation for Avid's business. Avid can no longer be treated as little more than a means to support extraneous pursuits. Employees deserve strong commitments from a knowledgeable, ethical mgt. team that is focused on growing Avid over the long-run. Second, incentive alignment is a critically important element to the success of any organization. As such, employees should be rewarded with better equity incentive compensation, and this compensation should reflect the work they do. This will only be possible if Peregrine immediately halts all clinical dev. work and reorganizes so that the price of Peregrine's stock is determined by the success of Avid rather than the struggles of clinical development. We are NOT unconditionally wedded to Peregrine's clinical dev. activities. While we acknowledge that there are always varying opinions on the prospects for any drug candidate, the evidence against bavituximab is clear. Despite hundreds of millions in R&D, this drug candidate has not produced any statistically significant results showing improvement in cancer survival rates, has no large partners and no identifiable quotes from key opinion leaders. No amount of "excitement" over data mining from Peregrine's current mgt. changes these facts. We want an independent & objective review of Peregrine's clinical dev. activities, and we believe our director candidates are highly qualified to undertake this review and run a monetization process. However, it is critically important to understand that regardless of anyone's opinion of Peregrine's clinical dev. assets, the Company has NO ability to underwrite any further R&D without simultaneously destroying the value of Avid. For this reason alone, Peregrine must immediately halt all clinical dev. R&D and cut the associated expenses.
We are NOT trying to sell the Company. We are not short-term investors looking to make a quick buck. In fact, when President & CEO Steven W. King previously privately acknowledged to us that the Company had considered selling all or a portion of Avid, we expressed our strong disapproval of any such transaction and belief that it would be contrary to the best interests of the Company and its stockholders. Instead, we insisted that the best option was to focus on taking a long-term view of Avid while managing Peregrine far more sensibly. We reminded Mr. King that a sale of Avid would require stockholder approval and cautioned against attempting to structure a transaction in a manner that would not require stockholder approval. We also explained to Mr. King that a spin-off transaction would be effectively impossible because of Peregrine's approx. $650mm tax-loss carryforward asset and the fact that Peregrine's clinical dev. has no ability to independently support its operations. We are NOT nominating ourselves to the Board. With the Company's 3 non-employee directors collectively earning over $10mm in total compensation since the start of FY2010 (not even including whatever they have received since April 30, 2016), we believe the incumbent directors are grossly overcompensated. We have no interest in receiving this exorbitant compensation at the expense of stockholders; rather, we want to profit with all other stockholders, which is why we are seeking the election of highly qualified, experienced, and reputable candidates who believe will be able to create value for all stockholders and bring stability to the Company for its employees and customers. We fully expect that director compensation will be appropriately adjusted downward once new independent directors capable of acting in stockholders' best interests are elected to the Board. We are NOT "activist" investors. We have not nominated our director candidates because it fulfills our investment strategy. Even 13D Monitor, a research service specializing in shareholder activism, recently noted that "Neither Ronin Capital nor SW Investment (the "Group") are activist investors…" when commenting on our involvement with the Company. Instead, we are simply stockholders who saw a great opportunity to grow Peregrine over the long-run, but realized that change was desperately needed to address the Company's troubling corporate governance practices & strategic miscues. We saw an excellent chance to create value for all stockholders and send a resounding message that poor corporate governance, mismanagement and anything less than the highest ethical standards will no longer be tolerated at Peregrine. We are here to provide a voice for frustrated stockholders and show that there is a light at the end of the tunnel for the Company's customers & employees. Facing the stark reality that their lengthy tenure of unjustifiably high compensation may be coming to an end, we caution the incumbent Board members against taking any action to further entrench themselves or otherwise to the detriment of the Company. Any attempts by the incumbents to delay the upcoming annual meeting, further enrich themselves, or engage in a material transaction without stockholder approval will not be tolerated. We encourage you to let Mr. King and the other members of the Board know that you feel the same way. We look forward to disrupting the culture of entrenchment and seeking the election of our highly-qualified indep. candidates, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian, at the upcoming 2017 annual meeting of stockholders.
Regards,
John S. Stafford III - RONIN TRADING, LLC
Stephen White - SW Investment Mgt. LLC
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS:
Ronin Trading intends to file a preliminary proxy statement and an accompanying proxy card with the SEC to be used to solicit votes for the election of its slate of 3 highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine.
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT http://www.sec.gov ...
The participants in the solicitation are Ronin Trading, John S. Stafford, III, SWIM Partners LP, SW Investment Mgt. LLC, Stephen White, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian.
As of the date hereof, Ronin Trading directly beneficially owned 3,310,651 shares… Mr. White, as the Mgr. of SW Mgt., may be deemed to beneficially own the 641,795 shares [13D Group: 3,310,651 + 641,795 = 3,952,446, 8.8% of 45,069,188 O/S at 7-10-17]... As of the date hereof, Messrs. Sargen, Scanlan, and Zarrabian did not beneficially own any securities of the Company.
Investor Contact: Stephen White, SW Investment Mgt. LLC, 312- 765-7033
7-20-17 SEC Form 14A: http://tinyurl.com/y8nohtz8
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7-21-17: PPHM’s CEO Steve King’s Letter to Employees re: (Ronin) John Stafford’s 7-20-17 Letter
14A: http://ir.peregrineinc.com/secfiling.cfm?filingID=1683168-17-1828&CIK=704562
Team,
As you may have seen, yesterday two of our stockholders, Ronin Trading, LLC and SW Investment Management LLC, issued a press release directed to you, our employees. This is the same group that put out a press release last week addressed to our stockholders. Both releases are focused on three candidates Ronin/SWIM have nominated for election to our Board of Directors, as well as their overall view of our business. Unfortunately, activist shareholders are a reality for public companies today. While I won’t be addressing every communication from Ronin and SWIM, I am quite sure we will be hearing more from them.
What is most important for all of us here at Peregrine and Avid is to stay focused on the needs of our business. That is what I and the management team and Board are doing, and it is what I would ask of each of you.
To that end, as I’ve shared with all of you in the past, we have a clear plan to grow the Avid business – as demonstrated by our recent investment in Myford 1. Our customer base, which includes leading pharma companies, and strong financial results, are good indications that we are on the right track for continued growth in that business.
At the same time, we are working hard with partners and leading experts on the next steps in our R&D program, especially in light of the recent and compelling data supporting the combination of bavituximab and checkpoint inhibitors. We are fortunate to be working with some of the foremost medical institutions in the world, and they share our excitement in this recent data.
And in addition to all of that, as everyone here is aware and as I mentioned on our earnings call last week, our Board and management team are assessing the best structure to deliver on the respective missions of each business – for our customers, for our partners, for our employees and for our stockholders. Our CDMO & R&D businesses have very different operating models and needs, and we are focused on positioning each of them for success.
As always, please direct any media inquiries to myself and stockholder inquiries to Stephanie Diaz of Vida Strategic Partners at (415) 675-7401.
Thank you for your hard work and commitment to Peregrine and Avid.
Sincerely,
Steve
IMPORTANT ADDITIONAL INFORMATION:
Peregrine intends to file a proxy statement with the SEC in connection with the solicitation of proxies for Peregrine’s 2017 Annual Meeting (the “Proxy Statement”) with an associated WHITE proxy card. Peregrine, its directors, and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the 2017 ASM [~10-12-17]. Information regarding the names of Peregrine’s directors & executive officers and their respective interests in Peregrine by security holdings or otherwise is set forth in the Annual Report on Form 10-K of Peregrine, for FY April 30, 2017, filed 7-14-17 [ http://tinyurl.com/ycxu4l5n ], and Peregrine’s proxy statement for the 2016 Annual Meeting, filed with the SEC on Aug. 26, 2016 [ http://tinyurl.com/gsrmgs2 ]. To the extent holdings of such participants in Peregrine’s securities are not reported, or have changed since the amounts described, in the 2016 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of Peregrine’s Board of Directors for election at the 2017 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain a copy of the definitive proxy statement and other documents filed by Peregrine free of charge from the SEC’s website, http://www.sec.gov . Peregrine’s stockholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to Peregrine, Corporate Secretary’s Office, 14282 Franklin Avenue, Tustin, CA 92780, by calling Peregrine’s proxy solicitor, MacKenzie Partners, Inc., 800-322-2885, or from Peregrine’s website at http://www.Peregrine.com .
7-21-17 SEC Form 14A: http://tinyurl.com/yaoppm3z
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7-13-17: Ronin & SW-Invest Issue Letter to Stockholders of Peregrine Pharmaceuticals
* Believe Change is Desperately Needed to Peregrine's Board Given Current Strategy, Poor Corporate Governance, Apparent Misalignment of Interests with Stockholders, and Constant Dilution
* Announces Nomination of Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian for Election at Upcoming 2017 Annual Meeting
CHICAGO, July 13, 2017, PR Newswire:
Ronin Trading, LLC [John Stafford III] and SW Investment Mgt. LLC [Stephen White] (together with the other participants in their solicitation, "Ronin"), collectively the 2nd largest stockholder of Peregrine Pharmaceuticals, Inc. (NASDAQ: PPHM), with aggregate beneficial ownership of approx. 8.8% of the Company's outstanding shares of common stock, today issued a letter to Peregrine's stockholders.
In the letter, Ronin announced that it has formally nominated 3 independent, highly-qualified candidates, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian, for election to the Company's Board of Directors at the Company's upcoming 2017 annual meeting of stockholders [~Oct. 12, 2017].
As explained in the letter, Ronin believes that there are opportunities to increase stockholder value; however, Ronin is concerned that stockholders will continue to suffer unless the Board is reconstituted with directors who will represent stockholders' best interests. The full text of the letter follows. . .
FULL LETTER w/Charts: http://tinyurl.com/y96wtrdb (PRNewswire)
7-13-17/Schd14A Proxy: http://tinyurl.com/y7tx3mv3 (14A)
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7-13-17: Peregrine Pharmaceuticals Issues Statement Regarding Ronin Trading & SW Investment Mgt.'s Letter to Stockholders
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1033161
TUSTIN, July 13, 2017: Peregrine Pharmaceuticals, Inc. (NASDAQ:PPHM) today confirmed that Ronin Trading, LLC and SW Investment Mgt. LLC (together, "Ronin/SWIM") submitted 3 candidates for election to the Peregrine Board of Directors at the Company's Annual Meeting of Stockholders. The Company issued the following statement on Ronin/SWIM's nomination of directors and its letter to the Peregrine stockholders:
"Peregrine welcomes the input of our stockholders and is committed to maintaining a highly qualified Board to lead the company forward. We respect the right of stockholders to nominate directors and our Board follows a defined process to evaluate any potential nominees. Our Nominating Committee will carefully evaluate Ronin/SWIM's nominees consistent with that process. Following the Committee's review, it will make a recommendation to the Board that is in the best interests of Peregrine and all of our stockholders. Stockholders need take no action at this time.
"We are actively engaged in an ongoing dialogue with our stockholders and welcome their constructive input on how we can further strengthen the company. We have engaged in various discussions with representatives of Ronin Trading and SW Investment Mgt. and welcome a constructive dialogue toward enhancing value.
"Peregrine's Board, which has a deep understanding of the Company's R&D and CDMO business lines, has been actively involved in setting and overseeing a strategy that has delivered meaningful growth over the past five years in our CDMO business and promising progress in our R&D efforts while substantially reducing R&D spend.
"Our Board is committed to maximizing value for all stockholders. Peregrine will continue to evaluate stockholder input, assess opportunities and make decisions to achieve this objective."
ABOUT PEREGRINE PHARMACEUTICALS (snip)
MEDIA CONTACTS: John Christiansen / Matt Reid, Sard Verbinnen & Co, 415-618-8750 / 310-201-2040 http://www.sardverb.com
INVESTOR CONTACTS: Stephanie Diaz, Vida Strategic Partners, 415-675-7401
= = = = = = = = = =RONIN/SWInvest 13D DETAIL TRANS:
10-27-17/13D(Amend#7) COMMON (Roger Farley): http://tinyurl.com/y9lqx9dy
Ronin Capitals’ Roger Farley (trader/equity member) adds +190,427shs Common Oct17-Oct24, bringing his total Common to 300,000, and raising the Ronin/SW group beneficial to 4,325,889shs. (9.6% stake) as of 10-27-17 – passing E.CAPITAL(Dart). as PPHM’s #1 shareholder.
On 10-17-17 Mr. Farley pur. 115,427sh. @$3.9921
On 10-19-17 Mr. Farley pur. 28,871sh. @$4.0475
On 10-20-17 Mr. Farley pur. 10,387sh. @$4.0800
On 10-23-17 Mr. Farley pur. 15,742sh. @$4.1083
On 10-24-17 Mr. Farley pur. 20,000sh. @$4.1749
9 RONIN/SW 13D GROUP MEMBERS:
* John S. Stafford, III – CEO/Mgr., Ronin Trading, LLC
* Roger Farley - Trader & equity member of Ronin Capital, LLC
* Stephen White – Mgr., SW Investment Mgt. LLC
* James J. Egan - Strategic advisor to Numab AG (Swiss); Consultant to: MSM Protein Technologies, CuroNZ Ltd., ATEA Pharm.
* Richard B. Hancock – COB/ExecDir., Argonaut Mfg. Services; Director of Tempo Therapeutics
* Joel McComb – CEO/Chairman of BioSpyder Technologies; Chairman of: BioClavis, Inc., Cellsensus, Inc.
* Gregory P. Sargen – EVP/CorpDev. of Cambrex Corp.
* Brian W. Scanlan - Managing Partner of Freedom Bioscience Partners
* Saiid Zarrabian - Advisor to Redline Capital Partners
10-17-17/13D COMMON+PREFERRED: http://tinyurl.com/y983myco
Ronin Capitals’ Roger Farley (trader/equity member) acquires 109,573/COMMON & 1,000/PREFERRED:
10-13-17 pur. 44,073 Common @3.7554
10-16-17 pur. 65,500 Common @3.9803
10-13-17 pur. 1,000 Preferred @22.8202
10-10-17/14A(Ronin’s PR) COMMON ONLY: http://tinyurl.com/ybvkjd3e
This Ronin/SWIM PR has a section at the bottom giving updated ownership figures. It shows that SWIM added 45,000sh. of Common since the last 14A dated 8-29-17, taking SWIM from 655,000 to 700,000. This results in Ronin/SW Group total beneficial ownership moving from 3,979,699 to 4,024,699 (8.9% of 45,096,081 common outstanding as of 8-25-17).
NOTE: a followup 10-11-17 13D (http://tinyurl.com/ycenvr5v ) shows details for the 45,000sh. added by SWIM:
9-14-17 15,000 @3.0673
9-14-17 15,000 @3.0546
9-18-17 10,000 @3.1347
10-5-17 2,500 @3.4181
10-5-17 2,500 @3.4000
8-29-17/14A(Ronin’s Prelim Proxy) COMMON ONLY: http://tinyurl.com/yb5jq7vc
Pgs. I1-4 lists all Ronin/SW PPHM stock transactions, since 12-15-16 – it shows 2 new purchases of Common since the last 13D: SWIM/SWInvest(S.White): 8-4-17/16,026 and 8-15-17/11,226. (27,252 total). This results in Ronin/SW Group total beneficial ownership moving from 3,952,446 to 3,979,699 (8.8% of 45,096,081 common outstanding as of 8-25-17).
7-14-17/13D(COMMON+PREFERRED): Ronin/SWPartners adds 34,891/Common + 3,600/Pref. Jun29-Jul7 http://tinyurl.com/ybra4s69
6-29-17: SWIM adds 14,286 Common @4.01
6-29-17: SW-Invest adds 7,143 Common @4.01
7-7-17: SWIM adds 8,974 Common @3.91
7-7-17: SW-Invest adds 4,486 Common @3.91
7-7-17: Ronin adds 3,600 Preferred @22.00
**NOTE 2nd 7-14-17 13D: http://tinyurl.com/y7tcoqja – documents the 7-12-17 letter from Ronin to PPHM nominating Gregory P. Sargen, Brian W. Scanlan, Saiid Zarrabian for election to PPHM’s BOD the upcoming ~10-12-17 ASM., as well as the 7-13-17 Ronin PR.
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7-13-17: Ronin/SW-Invest Letter to Stockholders; PPHM Comments http://tinyurl.com/ybr8ycbp
6-29-17/13D: Group Ronin/SWIM adds 7,143sh. on 6-21-17, bringing total Common to 3,766,248, 8.4% of Common O/S (45,069,188 at 7-10-17). http://tinyurl.com/y9sp8bfv (13D filed June29)
….See the 13D for the one purchase of 7,143sh. of COMMON by SWIM Partners (Stephen White) on 6-21-17 at $4.10. 13D triggering event: On 6-27-17, Mr. Stafford (sole, indirect beneficial owner) transferred all his 3,306,366sh./Common (which includes 132,975 shares of Common issuable upon conv. of 111,699/Preferred x8.333/7) from Ronin Capital LLC to Ronin Trading LLC.
6-20-17/13D(COMMON ONLY): Group Ronin/SWIM adds 378,170 (Mar10-June16), bringing total Common to 3,759,105, 8.8% of Common O/S(42,529,925 at 3-10-17). http://tinyurl.com/y76q5rqu (13D filed June20)
….See the 13D for the 23 purchases of 378,170sh. of COMMON by Ronin+SW 3-10-17 thru 6-17-17. (prices range from 3.57 – 4.97)
5-19-17/13D(PREFERRED ONLY): Group Ronin/SWIM adds 23,140 (May1-May17), bringing total Preferred to 123,499, 7.5% of Preferred O/S(1,647,760 at 7-31-17). http://tinyurl.com/mgnn92x (13D filed May19)
…...On May1, 2017, Ronin Capital pur. 7,200 sh. Preferred @$22.51
…...On May15, 2017, Ronin Capital pur. 4,740 sh. Preferred @$22.20
…...On May17, 2017, Ronin Capital pur. 4,700 sh. Preferred @22.04
…...On May12, 2017, SW-InvestMgt pur. 700 sh. Preferred @$21.15
…...On May17, 2017, SW-InvestMgt pur. 1,120 sh. Preferred @$22.07
…...On May12, 2017, SWIM-Partners pur. 1,800 sh. Preferred @$22.15
…...On May17, 2017, SWIM-Partners pur. 2,880 sh. Preferred @$22.07
TOTAL OWNED 5-19-17: Ronin=111,699, SW-InvestMgt=3,120, SWIM-Partners=8,680 =>GROUP=123,499sh.
4-17-17/13D(PREFERRED ONLY): Ronin adds 23,334 (Mar28-Apr10), bringing total Group Preferred to 100,359, 6.1% of Preferred O/S(1,647,760 at 7-31-17).
http://tinyurl.com/lanjddc (13D filed Apr17)
…...On Mar28, 2017, Ronin Capital pur. 1,807 sh. Preferred @$21.60
…...On Apr6, 2017, Ronin Capital pur. 5,817 sh. Preferred @$22.16
…...On Apr7, 2017, Ronin Capital pur. 10,510 sh. Preferred @22.06
…...On Apr10, 2017, Ronin Capital pur. 5,200 sh. Preferred @$21.96
TOTAL OWNED 4-17-17: Ronin=95,059, SW-InvestMgt=1,300, SWIM-Partners=4,000 =>GROUP=100,359sh.
3-10-17/13D(COMMON+PREFERRED): Ronin adds ~3mm/Common & 25,661/Preferred Mar2-9. Group ownership now: 3,380,934/common and 77,025/preferred. http://tinyurl.com/ydxra96u
3-2-17/13D#1(COMMON+PREFERRED Combined): Ronin(John Stafford III) & SW-Partners/SWIM(Stephen White) accum. all of their common & preferred from 1/20/17 – 3/1/17. Group ownership now: 2,947,425/common and 51,364/preferred. http://tinyurl.com/jr42u23
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NOTES/13D: "Each share of Preferred Stock is convertible into a #shares of Common determined by dividing the liquidation preference of $25/sh. by the conv. price, currently $21.00/sh. (8.333/7=1.19048). The Group for purposes of 13D also holds 5% or more of the Common Stock of Peregrine as reported in its separate 13D filed on Mar. 2, 2017, amended Mar. 8, 2017.”
NOTES:
* 13D Group: “people that share the furtherance of a common objective/concerted action”.
* 13D’s are reserved for ACTIVE INVESTORS who may be “interested in agitating for some kind of a change at the company”.
* See John Stafford III/XENCOR BOD(18yrs service): http://tinyurl.com/hcmsv8p
* Ronin Capital LLC: http://www.ronin-capital.com https://www.linkedin.com/company/ronin-capital
* For calc’ing total stake (Common+Preferred), using curr. conv. rate of 8.333/7=~1.19 sh./Common per one share of Series E Convertible Preferred.
ALL SEC filings for PPHM: http://tinyurl.com/6d4jw8
Inst. Holdings (Nasdaq.com) - updated qtly, 45-days after each q/e cutoff: http://www.nasdaq.com/symbol/pphm/institutional-holdings
10-13-16 ASM Voting Results: http://tinyurl.com/ycrrrb43
PPHM's Corp. Bylaws (a/o 11-14-14, 8-K): http://tinyurl.com/y8hsppea
Poison Pill adopted 3-16-06: http://tinyurl.com/yvypvh - 44-pg SEC filing: http://tinyurl.com/5m57ut
...BUNGLER explains Poison Pill in plain language: http://tinyurl.com/mft4nd6
5-15-17: Parties Settle 2013 Shareholder Derivative CA Lawsuit vs. BOD(re: Fiduciary Duties) http://tinyurl.com/y982h3rt
THESE UPDATES:
I. 12-7-17: Peregrine’s 14A DEF Proxy Statement: https://tinyurl.com/y7qprpg9
……At the 2017 Annual Meeting (1-18-18, 10am), the Company asks you to vote on 4 proposals…*SEE BELOW*
II. 11-28-17: PPHM+RONIN Settle, NEW BOD(7): Joseph Carleone (Chair), Richard Hancock, Gregory Sargen, Joel McComb, Roger Lias, Mark Bamforth, Patrick Walsh (King, Johnson, Swartz, Pohl resign). Complete Agreement: https://tinyurl.com/y7b3gkc2
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See below for full PPHM-RONIN History of PR’s, Letters, 13-D’s, Form4’s, and Proxy’s (sorted: newest=>oldest).
KNOWN UPCOMING:
Dec11 After Mkt: FY'18Q2 (qe 10-31-17) Financials & Conf. Call - http://ir.peregrineinc.com/events.cfm
Dec11-15/Avid Booth #311: KNect365’s Antibody Eng. & Therapeutics Conf., SanDiego https://lifesciences.knect365.com/antibody-engineering-therapeutics
Jan18: Peregrine's 2017 Annual Shareholder’s Meeting – 11-13-17/PR: http://tinyurl.com/y9tdcob5 VotingRecDate=11-27-17; PROXY/14A: https://tinyurl.com/y7qprpg9
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11-13-17: Large Ownership Summary(40.2%) - now 18,163,171shs., 40.2% of 45,210,608 O/S at 11-27-17.
(Ronin+SW/Stafford+Farley+White, Eastern Cap./K.Dart, Institutions incl. Tappan’s 11-13-17/13G)
#1: 10-27-17/PR: Group Ronin Trading/SWInvest (John Stafford III+R.Farley+Stephen White) now has 9.6% stake (4,325,889sh.) in PPHM
...4,173,391 COMMON – 9.2% of 45,210,608 common O/S at 11-27-17 (total beneficial=4,325,889 if Pref. conv. x1.1905 to Common)
...128,099 PREFERRED – 7.8% of 1,647,760 preferred O/S at 7-31-17
NOTE: ALL historical common #’s adjusted for the 1:7 R/S eff. 7-10-17.
#2: 10-30-15: Kenneth Dart (Eastern Capital) acquires 9.5% stake (4,300,992sh.) in PPHM http://tinyurl.com/y95yskck
...3,777,183 COMMON – 8.4% of 45,210,608 common O/S at 11-27-17 (total beneficial=4,300,992 if Pref. conv. x1.1905 to Common, 9.5%)
...440,000 PREFERRED – 26.7% of 1,647,760 preferred O/S at 7-31-17
…...9-29-17/Form4: http://tinyurl.com/y9oadloa <=No chg. In Ownership; status update?
RONIN/SW 13D SUMMARY:
13D TransDates COMMON-CHG PREF-CHG ENDING-COMMON ENDING-PREF.
3-2-17 1/20/17-3/1/17 +2,947,425 +51,364 2,947,425 51,364 http://tinyurl.com/jr42u23
3-10-17 3/2/17-3/9/17 +433,509 +25,661 3,380,934 77,025 http://tinyurl.com/ydxra96u
4-17-17 3/28/17-4/10/17 0 +23,334 3,380,934 100,359 http://tinyurl.com/lanjddc
5-19-17 5/1/17-5/17/17 0 +23,140 3,380,934 123,499 http://tinyurl.com/mgnn92x
6-20-17 3/10/17-6/16/17 +378,170 0 3,759,105 123,499 http://tinyurl.com/y76q5rqu
6-29-17 6/21/17 +7,143 0 3,766,248 123,499 http://tinyurl.com/y9sp8bfv
7-14-17 6/29/17-7/7/17 +34,891 +3,600 3,801,139 127,099 http://tinyurl.com/ybra4s69
8-29-17 8/4/17-8/15/17 +27,252 0 3,828,391 127,099 http://tinyurl.com/yay55u3p (14A)
10-10-17 8/16/17-10/10/17 +45,000 0 3,873,391 127,099 http://tinyurl.com/ybvkjd3e (14A)
10-17-17 10/13/17-10/16/17 +109,573 +1,000 3,982,964 128,099 http://tinyurl.com/y983myco
10-27-17 10/17/17-10/27/17 +190,427 0 4,173,391 128,099 http://tinyurl.com/y7hslequ (14A)
SPLITOUT 13D GROUP into Ronin(John Stafford III, R.Farley) & SW-Partners(Stephen White):
Ronin Trading (Stafford) 3,173,391 115,299 (beneficial=3,310,652)
Ronin’s Roger Farley 300,000 1,000 (beneficial=301,190)
SW-Partners (White) 700,000 11,800 (beneficial=714,047)
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Plus, INSTITUTIONS a/o *9-30-17: 9,536,290sh. = 21.1% <=*incl. Tappan’s 11-13-17/13G
...8,491,679 + 1,044,611(Tappan adds after 9-30-17) = 9,536,290
http://www.nasdaq.com/symbol/pphm/institutional-holdings
TOP13:
Tappan St. Partners 3,915,611 +2,259,359 <=per 11-13-17/13G(see below**)
Vanguard Group 1,518,110 +488,355
Blackrock (Larry Fink) 761,302 -44,720
Bandera Partners 555,000 +351,996
Renaissance Technologies 547,190 +66,030
Geode Capital Mgt. 225,676 -3
Fondren Mgt. 205,000 NEW
Stifel Financial 204,305 +200,762
Eqis Capital Mgt. 143,595 -6,804
Wells Fargo & Co. 117,829 +69,488
Connor Clark & Lunn 98,772 NEW
Brown Advisory Sec. 82,858 -1
Pdt Partners 82,800 NEW
And this big Q3 drop:
#18 Kennedy Capital Mgt. 69,820 -1,324,246
**11-13-17/13G: Tappan Street (Prasad Phatak) http://tinyurl.com/y85pz4fs
2 Funds + P.Phatak’s personal shares:
...Partners LLC, Tappan St. Fund L.P. 1,540,000 0
...Tappan St. Partners Ideas Fund L.P. 2,289,504 +1,597,927 since 8-14-17
...Prasad Phatak (Principle Owner) 86,107 +19,000 since 8-14-17
Total TAPPAN: 3,915,611 (8.7%)
Note: Tappan Street (total) Holdings history:
a/o 3-31-17: 914,304
a/o 6-30-17: 1,656,252
a/o 8-14-17: 2,298,684 5.1% (of 45,069,188 O/S as of 7-11-17)
a/o 9-30-17: 2,871,000 6.4% (of 45,096,081 O/S as of 9-11-17)
a/o 11-6-17: 3,915,611 8.7% (of 45,096,081 O/S as of 9-11-17)
Final Qtly Inst. Holdings from Nasdaq:
3-31-17: 5,690,888
6-30-17: 6,834,425
9-30-17: 8,491,679
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HISTORY of RONIN-PPHM LETTERS, PR’s, SEC Filings etc: (newest first)
12-7-17: Peregrine’s 14A DEF Proxy Statement: https://tinyurl.com/y7qprpg9
At the 2017 Annual Meeting (1-18-18, 10am), the Company asks you to vote on 4 proposals:
#1: To elect 7 directors to serve on our Board of Directors until our 2018 ASM, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal;
#2: To ratify the appointment of Ernst & Young LLP as the indep. registered public accounting firm of the Company for FY18 ending 4-30-18;
#3: To adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Proxy Statement under “Executive Compensation”; and
#4: To vote, on an advisory basis, on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers.
The Board may also ask you to participate in the transaction of any other business that is properly brought before the 2017 ASM in accordance with the provisions of our Certificate of Incorporation, as amended, and Amended and Restated Bylaws (the “Bylaws”).
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REVISED DIRECTOR COMPENSATION POLICY (pg.20): “Based on analysis by The VisionLink Advisory Group, effective in connection with the Oct.2017 appointments to our Board of non-emp. directors Mark R. Bamforth & Patrick D. Walsh, the then current Compensation Committee formally adopted a new non-emp. director compensation pgm comprised of:
(i) an annual cash retainer, payable in 12 installments, of $55,000, and
(ii) an annual cash retainer, payable in 12 installments, of $15,000 per committee membership. Furthermore, each non-emp. director will receive a cash fee of $2,000/day for each BOD meeting attended, whether in-person or telephonically, and a cash fee of $2,000 for each addl. Company meeting attended in excess of 4 hours in length.
...such non-emp. director will receive a non-qual. stock option grant to purchase 75,000 shares of our common stock, at an exercise price equal to the fair market value of our common stock on the date of grant, and vesting in equal mo. installments over a 3-year period. We have not yet established a policy with respect to our routine annual broad-based stock option grant pgm for FY2018.”
A/O 11-27-17, O/S SHARES: 45,210,608/Common (9-6-17 was: 45,096,081), 1,647,760/Preferred.
ADDL. PROXY MATERIALS: https://tinyurl.com/ydercqbw
11-30-17: Profiles of All 7 BOD Members (+Compensation) https://tinyurl.com/y9lkl4q2
Joseph Carleone (Chairman), Richard Hancock, Gregory Sargen, Joel McComb, Roger Lias, Mark Bamforth, Patrick Walsh
11-28-17: PPHM+RONIN Settle, 4 New Directors eff. Immediately
NEW BOD(7): Richard B. Hancock, Gregory P. Sargen, Joel McComb, Joseph Carleone, Roger J. Lias, Mark R. Bamforth, Patrick D. Walsh (King, Johnson, Swartz, Pohl resign).
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1049961
...11-28-17/8-K Header: https://tinyurl.com/y8m35nax
……….8-K/ex10.1 Complete Agreement: https://tinyurl.com/y7b3gkc2
11-28-17: New BOD(7) Added to Website:
http://www.peregrineinc.com => About => BOD
Chairman is Joseph Carleone (PhD, “Independent of Ronin/SWIM and new to Peregrine”)
= = = = = = = = =
COMPENSATION (6 Non-Emp. Directors, see: http://tinyurl.com/y7mvg6wt ):
=> SUMMARY: $55000/yr + $15000/committee + $2000/meeting
FORM4 STOCK OPTIONS AWARDED TO ALL 7 BOD’S: ( http://tinyurl.com/6d4jw8 )
Joseph Carleone (Chairman): 75,000 @4.67, vesting monthly over 3yrs beg. 12-27-17
Richard Hancock: 75,000 @4.67 vesting monthly over 3yrs beg. 12-27-17
Gregory Sargen: 75,000 @4.67, vesting monthly over 3yrs beg. 12-27-17
Joel McComb: 75,000 @4.67, vesting monthly over 3yrs beg. 12-27-17
Patrick Walsh: 75,000 @4.08, vesting monthly over 3yrs beg. 11-20-17
Mark Bamforth: 75,000 @3.88, vesting monthly over 3yrs beg. 11-17-17
Roger Lias: 150,000 @3.19, vesting in 4 equal annual installments beg. 9-25-18
OPEN MKT PUR:
...Mark Bamforth Buys 50,000sh. @$4.50 (open mkt) on 10-27-17 http://tinyurl.com/ya7pyyu5
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FROM THE 11-28-17 PR:
Stephen White of Ronin/SWIM said, "We are pleased that we were able to reach a constructive agreement with Peregrine to reconstitute the board with new independent directors. Rick, Greg, Joel, and Joe bring important experience, expertise and perspectives to Peregrine, and we are confident that they, together with Roger, Mark and Pat, will be able to successfully lead the company forward and deliver value for stockholders."
NEW DIRECTORS
Joseph Carleone, PhD (independent appointee): Dr. Carleone is Chairman of the Board of AMPAC Fine Chemicals LLC, a leading manufacturer of pharmaceutical active ingredients. Prior to this position, Dr. Carleone was President, CEO and director of American Pacific Corporation, a leading custom manufacturer of fine and specialty chemicals and propulsion products. Dr. Carleone has also served or currently serves as an officer and/or a director of several directly or indirectly wholly-owned subsidiaries of American Pacific Corporation. Dr. Carleone received his bachelor's degree in Mechanical Eng. from Drexel University, Philadelphia, Pennsylvania, in 1968; his master's degree in Applied Mechanics from Drexel University in 1970; and his doctorate degree in Applied Mechanics from Drexel Univ. in 1972.
Richard B. Hancock (Ronin/SWIM appointee): Richard (Rick) B. Hancock has worked in the biologic CDMO industry for over 30 years in various operational and executive roles, serving most recently as President and CEO of Althea Technologies, Inc., a large molecule CDMO producing a wide range of biologics, vaccines and parenteral products. In addition to Althea, Mr. Hancock has held senior management positions at The Immune Response Corporation, and Hybritech Inc. (now part of Eli Lilly & Company), and he is currently the Chairman of the Board and Executive Director of Argonaut Manufacturing Services, Inc., a CDMO focused on the biotechnology and life sciences industries. Mr. Hancock received a BA in Microbiology from Miami University.
Joel McComb (Ronin/SWIM appointee): Joel McComb is the CEO, Chairman and Co-Founder of BioSpyder Technologies, Inc. Prior to BioSpyder, Mr. McComb served as Senior Vice President and General Manager of Illumina, Inc., President of GE Healthcare's Life Sciences and Discovery Systems division, and President of GE Healthcare's Interventional Medicine division. Prior to GE Healthcare, Mr. McComb was the President, CEO and a director of Innovadyne Technologies, Inc., and held various positions at Beckman Coulter, Inc., and Charles River Laboratories (at the time a division of Bausch & Lomb Inc.) where he was a National Business Manager for the company's monoclonal antibody CDMO division. Mr. McComb earned a Bachelor of Science degree in Genetics from the Univ. of California, Davis and an MBA from Golden Gate University.
Gregory P. Sargen (Ronin/SWIM appointee): Gregory P. Sargen currently serves as Executive Vice President - Corporate Development and Strategy of Cambrex Corp. (NYSE:CBM) ("Cambrex"), a global manufacturer and provider of services to life sciences companies. Prior to his current role, Mr. Sargen served as Executive Vice President and CFO of Cambrex. Prior to Cambrex, Mr. Sargen served as VP of Finance - Chemicals Manufacturing Div. of Fisher Scientific International Inc. (n/k/a Thermo Fisher Scientific Inc.) (NYSE:TMO), and held positions with Merck & Co., Inc. (NYSE:MRK), Heat and Control, Inc. and Ernst & Young LLP. Mr. Sargen is a Certified Public Accountant (non-practicing) and holds an MBA in Finance from The Wharton School of the Univ. of Pennsylvania and a B.S. in Accounting from Pennsylvania State University.
11-20-17/8K: “On 11-14-17, Joseph S. Shan gave notice of his resignation as VP/Clin+Reg. of Peregrine, eff. 12-31-17. The Company does not intend to replace Mr. Shan's position as the Company transitions to a pure play CDMO.” http://tinyurl.com/ycgyln9l
11-15-17/Outsourcing-Pharma: “How This R&D Company (Peregrine) is Transitioning to a Pure-Play CDMO: ‘Opportunities Are Almost Endless’" - Recap of interviews with Steve King & Avid Pres. Roger Lias
https://www.outsourcing-pharma.com/Article/2017/11/15/Peregrine-transitioning-to-pure-play-CDMO
...Excerpts: SK: “...and we made the decision to focus on the CMDO side of the business and sell off the R&D assets. Clearly, the CDMO space is a very hot area, a lot of interest and M&A activity.” . . . THE FUTURE AS A CDMO: Lias' 1st objective as the new Pres. of Avid will be to ramp up visibility & bus. dev., he told us. Short term, the strategy is to fully consolidate as a multi-product CDMO. As part of this, the company is currently looking to license or sell its proprietary R&D assets, including Bavituximab. “One of the first things we’ll do is bolster our capabilities for our early phase work,” said Lias. “We need more,” he added. Beyond that, Lias said the next steps will be aligning the organization to be able to better serve multiple clients. The company will grow organically and M&A is, “of course,” a potential, he explained. The company will also look diversify its service offerings and may deploy new “copycat” facilities, though no locations have been chosen at this time. “The opportunities are almost endless out there at the moment,” concluded Lias.
https://muckrack.com/melissa-fassbender
11-13-17: PPHM announces ASM date: 1/18/18
PR: http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1048430
Peregrine today announced that its 2017 Annual Meeting of Stockholders will be held on Jan. 18, 2018, at 14191 Myford Road, Tustin, CA, located within the company's mfg. campus. Holders of the company's common stock at the close of business on Nov. 27, 2017, the record date, will be entitled to receive notice of and vote their shares at the 2017 ASM Meeting.
ABOUT PEREGRINE: Peregrine Pharmaceuticals is a company transitioning from an R&D focused business to a pure play contract development and mfg. (CDMO). Peregrine's in-house CDMO services, including cGMP mfg. & dev. capabilities, are provided through its wholly-owned subsidiary Avid Bioservices. The company is pursuing to license or sell its proprietary R&D assets, including its lead immunotherapy candidate, bavituximab, which is currently being evaluated in clinical trials in combination with immune stimulating therapies for the treatment of various cancers…
IMPORTANT ADDL. INFO:
Peregrine intends to file a Proxy Statement (WHITE Card) with the SEC in connection with the solicitation of proxies for Peregrine's 2017 ASM. Peregrine, its directors and certain of its exec. officers will be participants in the solicitation of proxies from stockholders in respect of the 2017 ASM. Info regarding the names of Peregrine's directors & exec. officers and their respective interests in Peregrine by security holdings or otherwise is set forth in the 10-K for FY/e 4-30-17 [7-14-17: http://tinyurl.com/ycxu4l5n ], and Peregrine's proxy statement for the 2016 ASM [8-26-16: http://tinyurl.com/gsrmgs2 ]. To the extent holdings of such participants in Peregrine's securities are not reported, or have changed since the amounts described, in the 2016 proxy statement, such changes have been reflected on [Form3’s & Form4’s]… Details concerning the nominees of Peregrine's BOD for election at the 2017 ASM will be included in the Proxy Statement…
MEDIA: John Christiansen / Matt Reid, Sard Verbinnen & Co, 415-618-8750 / 310-201-2040 http://www.sardverb.com
INVESTOR: Stephanie Diaz, Vida Strategic Partners, 415-675-7401
...LAST YEAR’S ASM: 10-13-16 Peregrine's ASM Voting Results: http://tinyurl.com/ycrrrb43
[ALL SEC filings for PPHM: http://tinyurl.com/6d4jw8 ]
10-30-17/Ronin Issues PDF Presentation (30 pgs), “Shareholders Seeking Change”
PDF: https://www.sec.gov/Archives/edgar/data/704562/000092189517002510/ex1dfan14a11338002_10302017.pdf
10-30-17/PR: http://tinyurl.com/y8vrgl44 “In the presentation, Ronin explained its belief that, given the Company's abysmal performance under the leadership of long-standing incumbent directors Carlton M. Johnson Jr., Steven W. King, David H. Pohl and Eric S. Swartz, a complete overhaul of the boardroom is warranted. Specifically, Ronin does not believe there is a justifiable reason for the long-standing incumbents' continued service as directors and is convinced that the Board must be reconstituted with indep. directors with relevant industry experience who were not hand-picked by the incumbents. Ronin has nominated a slate of 6 highly qualified and indep. director candidates – James J. Egan, Richard B. Hancock, Joel McComb, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian – and once again calls on the Board to call the 2017 ASM immediately to enable the Company's stockholders to elect representatives of their choice.”
...14A: On 10-30-17, Ronin issued an Investor Presentation, which is attached as Exhibit 1. http://tinyurl.com/ycafcevh
...Viewable as images: http://tinyurl.com/y8e2qchw
10-27-17/Form4: PPHM’s Mark Bamborth(BOD#6) Buys 50,000sh. @$4.50 (open mkt) http://tinyurl.com/ya7pyyu5
Recall, this 10-17-17 OPTIONS Form4 for M.Bamforth (http://tinyurl.com/ybfm5tfe ):
...Mark R. Bamforth 75,000sh. @$3.88 (BOD #6) - vesting monthly over 36mos, beg. 11-17-17
= = = = = =
10-19-17: Peregrine Adds Mark R. Bamforth to BOD http://tinyurl.com/ydxlv7sb
10-23-17/8-K M.R. Bamforth Hiring Details: http://tinyurl.com/y7mvg6wt
=> SUMMARY: $55000/yr + $15000/committee + $2000/meeting; “The Compensation Committee expects that existing non-emp. directors will transition to the new non-emp. director compensation pgm over a period of time.”…
SEE MORE ON M.BAMFORTH’s 10-19-17 HIRE BELOW.
10-27-17/PR: RONIN/SWIM announce Richard B. Hancock & Joel McComb as their 5th & 6th BOD candidate nominees & calls again on Peregrine to hold the 2017 ASM w/o further delay http://tinyurl.com/yaruv85x
“We are glad to announce our addl. nominations of Richard (Rick) B. Hancock, a +30-year biologic CDMO veteran, and Joel McComb, an entrepreneur and +25-year veteran of life sciences companies, for election to Peregrine's BOD… We believe Mr. Hancock's prior experience as the Pres/CEO of Althea Technologies, Inc., a large molecule CDMO that was acquired by Ajinomoto Co. in 2013 for $175M, as well as his years of cGMP mfg. experience prior to Althea, make him well qualified for the Board. We believe Mr. McComb's decades of experience in senior roles at major life sciences companies and deep understanding of the processes & equipment used for analysis & production during biologic drug discovery will make him a valuable addition to the Board. Messrs. Hancock & McComb's impressive qualifications, which are discussed in greater detail below, make them great additions to our previously announced slate of nominees – James J. Egan, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian.
We remain confident that stockholders are eager for a wholesale change to the composition of the Board and executive leadership regardless of the Company's 11th hr. actions. It is apparent to us that the long-standing incumbent non-emp. directors, Carlton M. Johnson Jr., David H. Pohl, and Eric S. Swartz, continue to place their interests ahead of the Company and its stockholders, most recently by disclosing an amended non-emp. director compensation program that pays a much smaller cash retainer; yet, it is not applicable to Messrs. Johnson, Pohl and Swartz as they are expected to "transition to the new non-employee director compensation program over a period of time," whatever that means. We reiterate our demand for the Company to promptly hold the 2017 ASM so stockholders have the opportunity to elect representatives capable of representing stockholders' best interests. With the Company having its slate of directors in place, what excuse is left now for failing to call the 2017 Annual Meeting?
**RICHARD (RICK) B. HANCOCK has worked in the biologic CDMO industry for over 30 years in various operational & executive roles, serving most recently as Pres./CEO of Althea, a large molecule CDMO producing a wide range of biologics, vaccines & parenteral products. Mr. Hancock was Althea's CEO at the time it was purchased in 2013 for $175M by multi-billion dollar Japanese chemicals company Ajinomoto Co. Prior to joining Althea in 1998, he was the Sr. Dir. of Operations at The Immune Response Corp. where he was responsible for mfg., process development, QA, and related functions. He began his biotech career at Hybritech Inc. (now part of Eli Lilly & Co.), one of the earliest pioneers in monoclonal antibodies where he was responsible for mfg. & process development of injectable products. Mr. Hancock has made numerous technical presentations to industry organizations and published extensively on topics ranging from regulatory affairs and process and facility validation, to managing contract mfg. relationships. He is currently the C.O.B. and Exec. Dir. of Argonaut Manufacturing Services, a CDMO focused on the biotechnology & life sciences industries, and a director of each of Tempo Therapeutics, a company focused on regenerative tissue therapies using synthetic materials, and ALMA Life Sciences Foundation, a non-profit dedicated to bringing effective & inexpensive vaccines to those in need. Mr. Hancock received a BA in microbiology from Miami University.
**JOEL MCCOMB is the CEO, Chairman and Co-Founder of BioSpyder Technologies, an innovative life sciences company that develops molecular profiling assay technology. From 2008-2010, Mr. McComb was a SVP and Gen. Mgr. of Illumina, Inc., a $30B developer of genetic analytic tools for use with sequencing, genotyping and gene expression. From 2004-2007, Mr. McComb was the President of GE Healthcare's Life Sciences & Discovery Systems division with over $600M in annual sales, and from 2007-2008 he was the President of GE Healthcare's $700M Interventional Medicine division. Prior to GE Healthcare, Mr. McComb was the President, CEO and a director of Innovadyne Technologies, a fluidics technology company for drug discovery that was acquired in 2004 by Gilson, Inc., a private life sciences systems & equipment manufacturer. From 1995-2001 Mr. McComb held various positions at Beckman Coulter, including roles as Gen. Mgr. of the Primary Care Diagnostic Div. and Director of Corp. Bus. Development, Diagnostics and Bioresearch. Mr. McComb began his career in the Biotechnical Services Div. of Charles River Labs (at the time a division of Bausch & Lomb) where he was a Natl. Bus. Mgr. for the company's monoclonal antibody CDMO division. Mr. McComb previously was a director of Bio-Rad Laboratories, a $6.5B clinical diagnostics and instrumentation company, from July 2014 to April 2017, with its stock appreciating approx. 23.9% annualized during his tenure. Mr. McComb earned a BS in genetics from the Univ. of California, Davis and an MBA from Golden Gate University.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS:
Ronin Trading, LLC, together with the other participants named herein (collectively, "Ronin"), has filed a preliminary proxy statement and an accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of six highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine Pharmaceuticals, Inc., a Delaware corporation (the "Company").
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT http://www.sec.gov . IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the solicitation are Ronin Trading, LLC ("Ronin Trading"), John S. Stafford, III, SWIM Partners LP ("SWIM Partners"), SW Investment Mgt. LLC ("SW Mgt."), Stephen White, Roger Farley, James J. Egan, Richard B. Hancock, Joel McComb, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian.
...AS OF THE DATE HEREOF, Mr. Roger Farley directly beneficially owned 301,190 shs. of Common [up +190,427/Common from the 10-17-17 13D], including 1,190 shs. of Common that may be acquired upon the conv. of 1,000 shs./Preferred. As of the date hereof, Messrs. Egan, Hancock, McComb, Sargen, Scanlan and Zarrabian did not beneficially own any securities of the Company.
CONTACT: Stephen White, SW Investment Mgt. LLC, 312-765-7033
10-27-17/14A: http://tinyurl.com/y7hslequ
Sept'17 & Oct'17 PPHM/Form4’s for New BOD’s Lias/Bamforth/Walsh (Options Awarded):
...Patrick D. Walsh 75,000sh. @$4.08 http://tinyurl.com/y7yrcwez (BOD #7) - vesting monthly over 36mos, beg. 11-20-17
...Mark R. Bamforth 75,000sh. @$3.88 http://tinyurl.com/ybfm5tfe (BOD #6) - vesting monthly over 36mos, beg. 11-17-17
...Roger J. Lias 150,000sh. @$3.19 http://tinyurl.com/yavfa6w7 (CEO/Avid, BOD #5) - vesting in 4 equal annual installments beg. 9-25-18
10-23-17/8-K: “Recently Amended” BOD Compensation Program http://tinyurl.com/y7mvg6wt
$55000/yr + $15000/committee + $2000/meeting; “The Compensation Committee expects that existing non-emp. directors will transition to the new (“recently amended”) non-emp. director compensation pgm over a period of time.”
10-24-17: Peregrine Adds Patrick Walsh to BOD of Peregrine & Avid
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1045098
* Industry Veteran with 30+yrs Experience Leading Successful CDMO Organizations
Peregrine announces the appointment of Patrick D. Walsh as an indep. member of the BOD of both Peregrine & Avid Bioservices [7th member]… Mr. Walsh's record of leading successful, high-growth CDMOs is well-documented in the industry and he has also led complex laboratory and pharmaceutical mfg. Operations, including parenteral & active pharmaceutical ingredients (API) on a global scale.
SK: "We are thrilled to add an individual with Patrick's industry expertise & impressive track record of success to the Peregrine and Avid boards. The industry insight and knowledge that he has accumulated throughout his years of serving on the senior mgt. teams of successful CDMOs, will prove invaluable as we continue to expand & enhance our CDMO business. Since early September, we have made great progress in our stated goal of hiring a dedicated President focused on the CDMO business [9-11-17: Roger J. Lias] and expanding our BOD with individuals with high quality CDMO industry experience. We believe that these key appointments strongly position our CDMO business to continue its growth & capture a more significant portion of the rapidly expanding business opportunities in this industry."
Mr. Walsh currently serves as CEO of Avista Pharma Solutions [https://www.avistapharma.com ], a high-growth CDMO with over 220,000sf of facility space that provides pharmaceutical clients with a full suite of service offerings including analytical, microbiology, API, formulation, drug substance & drug product mfg. expertise & capabilities. Prior to joining Avista Pharma, he was CEO of AAIPharma Services, a private-equity backed CDMO at which he led a successful growth strategy culminating in the company's sale for more than 4.5 times return on invested capital. Mr. Walsh also held the positions of Pres. & COO of Gensia-Sicor, during which time he led the company's commercial growth strategy, culminating in the eventual sale to Teva for $3.4B. Prior to Gensia, he spent 10yrs in a global pharmaceutical company culminating in leading the U.S. and intl. business of a leading Japanese pharma company. Mr. Walsh has served on pharma boards as chairman, non-executive chairman and company director, as well as an executive advisor to private equity & venture capital firms. He currently serves on the board of Avista Pharma, which is backed by private-equity firm Ampersand Capital Partners.
PATRICK WALSH: “This is an advantageous time for CDMOs with the appropriate combination of leadership, technical capabilities, and scale to capitalize on the dramatically increasing demand within the industry. With its single-use, fully disposable mfg. technologies & proven regulatory track record, Avid is well positioned to seize this opportunity. I am pleased to serve the company in its goal to capitalize on this dynamic and growing market opportunity."
Avid Bioservices was established… in Jan. 2002 [rest same as 10-19-17 PR below]. . .
10-24-17 Form4’s for Options granted:
...(both vesting monthly over 36mos. Beg. 11-20-17)
1. Mark R. Bamforth 75,000sh. @$3.88 http://tinyurl.com/ybfm5tfe (BOD #6)
2. Patrick D. Walsh 75,000sh. @$4.08 http://tinyurl.com/y9hf7d8a (BOD #7)
10-19-17: Peregrine Adds Mark R. Bamforth to BOD http://tinyurl.com/ydxlv7sb
10-23-17/8-K M.R. Bamforth Hiring Details: http://tinyurl.com/y7mvg6wt
=> SUMMARY: $55000/yr + $15000/committee + $2000/meeting; “The Compensation Committee expects that existing non-emp. directors will transition to the new non-emp. director compensation pgm over a period of time.”…
. . .“On 10-17-17, the BOD adopted a resolution to incr. the #BOD’s from 5 to 6, Mr. Bamforth to join immediately… Mr. Bamforth… will receive compensation under the Company’s non-emp. Director compensation pgm, which was recently amended… He will rec. $55,000/yr. + $15,000/yr. for each committee served (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, Mr. Bamforth is eligible to receive $2,000/day for each BOD meeting attended, whether in-person or telephonically, and is entitled to receive $2,000 for each addl. Company meeting attended in excess of 4hrs in length. The Compensation Committee expects that existing non-emp. directors will transition to the new non-emp. director compensation pgm over a period of time.”
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10-19-17/PR: ...Mr. Bamforth has 30yrs of biologics leadership experience, including founding 2 CDMOs, Brammer Bio, where he is currently Pres./CEO, and Gallus BioPharmaceuticals, which was acquired by DPx Holdings B.V., the parent company of Patheon. Additionally, he served 20+yrs in key roles at Genzyme Corp., including 10yrs as a corp. officer responsible for running global mfg.
STEVE KING: "Mark is a great addition to the board of directors as we continue our transition to becoming a dedicated CDMO business. With his extensive experience in the CDMO space, both as an entrepreneur who has founded, grown, acquired and sold a successful CDMO company, as well as his experience as a key executive at Genzyme Corporation, he is ideally suited to help oversee the transition of the company into a leading CDMO. Combined with the recent appointment of Dr. Roger Lias as Pres. of Avid and member of Peregrine's BOD, today's appointment further underscores our commitment to reconstitute the BOD with high quality CDMO industry experience. We look forward to providing further updates in the near future as we continue the process."
Based in Cambridge MA, Mr. Bamforth currently serves as Pres./CEO of Brammer Bio, a cell & gene therapy CDMO he founded in 2015 and merged with Florida Biologix, an established, 10yo CDMO, in 3-2016. In this role, he oversees a team of 300+ emps, providing services ranging from process dev. and early clinical supply services to production of Ph3 supplies & support for licensure of gene therapy products. Previously, he founded Gallus BioPharmaceuticals, a biologics CDMO that experienced rapid growth leading to its acquisition by DPx Holdings B.V., the parent company of Patheon, in 2014 for $257.2M.
Prior to his founding of Brammer Bio & Gallus BioPharmaceuticals, Mr. Bamforth spent 22yrs with Genzyme Corp., rising to the position of SVP/Corp.Oper./Pharmaceuticals. In this role, he oversaw a multi-technology, global operations team comprised of 3,600+ at 13 internal sites & a network of 24 CMO’s. This team was charged with supplying 20+ commercial products and multiple clinical products that spanned biologics, cell therapy, gene therapy, pharmaceuticals and biologic devices. While at Genzyme, Mr. Bamforth served as a member of the CEO's operating committee, helping to guide corporate strategy acquisition, partnering and growth to over $4B in sales.
MARK BAMFORTH: "We continue to see significant growth potential in the CDMO space, particularly for companies that understand the nuanced needs of biopharmaceutical companies and can offer creative and sophisticated dev. & mfg. solutions. I believe that Avid Bioservices is well positioned to capitalize on these growth opportunities based on its state-of-the-art Myford mfg. facility, as well as its established track record of commercial & clinical mfg. & regulatory excellence. I am pleased to have the opportunity to join the boards of both Peregrine & Avid at this exciting time of transition for the companies and look forward to sharing my industry experience to contribute to the ongoing success of the CDMO business."
Mr. Bamforth also serves on the boards of MassBio and the Wentworth Inst. of Technology, and is a Saltire Foundation founding-trustee. He earned a BS in chemical eng. from Strathclyde Univ. and an MBA from Henley Mgt. College.
Avid Bioservices was established out of Peregrine's internal biologics mfg. & dev. capabilities and began formal operations in Jan.2002. The company has grown from an internal support operation to a full service CDMO that manufactures bulk drug substance for products that are approved & marketed in over 18 countries by leading biopharma companies. Avid was recently recognized as a leading CDMO by Life Science Leader as a recipient of multiple 2017 Contract Mfg. Leadership Awards for Quality, Reliability, Capabilities, Expertise and Compatibility. The company has an outstanding regulatory inspection history and state-of-the-art cGMP mfg. facilities. Mr. King has served as Pres. of Avid since its formation in addition to his role as Pres./CEO of Peregrine since 2003.
ABOUT PEREGRINE PHARMACEUTICALS, INC.
Peregrine Pharmaceuticals, Inc. is a company transitioning from an R&D focused business to a pure play contract dev. & mfg. organization (CDMO)… The company is pursuing to license or sell its proprietary R&D assets, including its lead immunotherapy candidate, bavituximab, which is currently being evaluated in clinical trials in combination with immune stimulating therapies for the treatment of various cancers...
10-10-17/PR: RONIN/SWIM announce James J. Egan as their 4th BOD candidate nominee & calls on Peregrine to hold the 2017 ASM w/o further delay http://tinyurl.com/ya8fgsr7
“Ronin Trading & SWIM, collectively the 2nd largest stockholder of PPHM (~8.9%/common) issued the following statement with respect to Peregrine: “We are excited to announce our addl. nomination of James (Jamie) J. Egan, a 30-year biotech veteran, for election to Peregrine's BOD at the Company's 2017 ASM. We believe Mr. Egan's deep understanding of antibodies, history of senior operations roles at reputable companies in the biotech industry, and proven ability to execute large deals with major pharmaceutical firms make him ideally suited for the Board and a great complement to our previously announced slate of nominees (Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian). Mr. Egan's qualifications are discussed in greater detail below. Ronin has put forth a slate of highly qualified candidates that we believe are capable of delivering stockholder value. Therefore, we are extremely frustrated that the Board continues to needlessly delay the 2017 ASM, an action that we believe benefits insiders at the expense of stockholders. It has been over 10wks since Peregrine announced its intention to expand the size of the Board "from 4 to up to 7 members through the addition of new highly-qualified indep. directors," yet incredibly, the Board still has not announced a single independent candidate for its slate of nominees. Stockholders should not be punished for the Board's inability to identify qualified indep. directors. Furthermore, we are dismayed that Peregrine's first new director candidate, Dr. Roger Lias, is a Company insider rather than an indep. member. Not only is it inappropriate for 2 Company insiders to serve on the Board, but this appointment directly contradicts Peregrine's own statement about adding "indep." directors. We feel these actions are yet more evidence of the extraordinarily poor corporate governance practices at the Company and highlight the need for an overhaul of Peregrine's leadership. Considering that Peregrine's past 15 annual meetings were held in October, it is blatantly obvious to us that the Company is stalling as a means to entrench the incumbents and insulate them from the will of Peregrine's stockholders. To the extent the Company fails to promptly call the 2017 ASM, we intend to file suit in accordance with Delaware law to compel the holding of the meeting so we can continue this process of change.
JAMES J. EGAN ("Jamie") currently serves as a strategic advisor to Numab AG, a Swiss biotech company that develops antibody-based therapeutics. From 2009–2012, Jamie was the COO of Sucampo Pharmaceuticals, a publicly-traded global pharmaceutical company, during which time he worked closely with the company's mfg. partners. Prior to that, Mr. Egan served as CBO of ESBATech AG, a privately held Swiss biotechnology company, from 2006 until its acquisition by Alcon S.A. for $589M in 2009, which Mr. Egan facilitated. From 2001–2006, Jamie was Senior VP of Licensing/CorpDEV for biopharmaceutical company Idenix Pharmaceuticals, ("Idenix"), where he played an instrumental role in Novartis AG's $255M investment in the company as part of a strategic alliance that allowed Idenix to go public in 2004. Idenix was later acquired by Merck & Co. in 2014 for nearly $3.9B. Mr. Egan has also held senior operations roles at pharmaceutical company G.D. Searle & Co. and global healthcare company Abbott Laboratories in the 1980's and 1990's. Prior to becoming a biotech executive, Mr. Egan was a foreign services officer at the US embassy in Tokyo and an attorney with the DOJ. Mr. Egan is fluent in Japanese.”
...10-10-17 Schd. 14A: http://tinyurl.com/ybvkjd3e (PS: this 14A also shows that SWIM added +45,000sh. of Common between 8-30-17 and 10-10-17).
9-11-17/PR: Roger J. Lias to become Avid’s President and join PPHM’s BOD eff. 9-25-17 http://tinyurl.com/yd3eh3uv
...PR: “Prev. Sr.Mgt. w/CMDO’s: Cytovance Biologics, KBI BioPharma, Diosynth RTP (formerly Covance Biotech Svcs), Lonza Biologics. Dr. Lias' achievements… to increasing revs at Diosynth $16mm=>$120mm over a 4-yr period...”
...8-K: Prior, Dr. Lias, age=57, was indep. consultant Jan2017-curr... 2010-Dec2016: Exec.Dir/Head/Global Biologics Bus.Dev. for Allergan plc (formerly Watson Pharm.)… 2007-2010: Pres./Group-Commercial.Dir for Eden Biodesign (acquired by Watson Pharm.)… Earlier, Sr.Mgt. w/CDMO’s, including Cytovance Biologics, KBI BioPharma, Diosynth RTP (formerly Covance Biotech Svcs), Lonza Biologics… http://tinyurl.com/y9tk8mh6
…...9-11-17 Qtly CC-Transcript, PR(Fin’s Q1FY18/qe7-31-17), Avid Revs History Table http://tinyurl.com/y9y8qdac
9-27-17 Form4 for Options granted:
...(vesting in 4 equal annual installments beg. 9-25-18)
Roger J. Lias 150,000sh. @$3.19 http://tinyurl.com/yavfa6w7 (CEO/Avid, BOD #5)
8-29-17: RONIN/SWIM’s PRELIM. Proxy Statement (14A) http://tinyurl.com/yay55u3p
“We are seeking your support for the election of our 3 BOD nominees at the PPHM 2017 ASM: Gregory P. Sargen, Brian W. Scanlan, Saiid Zarrabian.”, as well as approval to “To hold a non-binding advisory vote on the compensation of the Company’s named executive officers”. This 14A (pgs.5-9) also lists a 35-pt. chronology of events (1-17-17 thru 8-14-17) leading up to this proxy solicitation. Also, pgs. I1-4 lists all Ronin/SW PPHM stock transactions, since 12-15-16 – it shows 2 new purchases of Common since the last 13D: SWIM/SWInvest(S.White): 8-4-17/16,026 and 8-15-17/11,226. (+27,252 total). This results in Ronin/SW Group total beneficial ownership moving from 3,952,446 to 3,979,699 (8.8% of 45,096,081 outstanding as of 8-25-17).
8-28-17: PPHM’s Amended 10-K (orig. was 7-14-17) http://tinyurl.com/yb5jq7vc
“This Amendment is being filed for the purpose of providing info. required by Part III of Form 10-K that was not included in the Orig. (7-14-17) Filing. We had previously intended to incorporate by ref. the Part III info. omitted from the Original Filing to the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders.”
Part III of this Amendment includes:
Item 10: Directors, Executive Officers, Corporate Governance
Item 11: Executive Compensation
Item 12: Security Ownership Of Certain Beneficial Owners and Mgt. and Related Stockholder Matters
Item 13: Certain Relationships and Related Transactions, and Director Independence
Item 14: Principal Accounting Fees and Services
Item 15: Exhibits & Financial Statement Schedules
Note: O/S now 45,096,081 (a/o 9-6-17), up +26,893 since the orig. 7-14-17 10-K’s 45,069,188.
8-14-17: Ronin Trading & SWIM Respond to Recent Announcements by Peregrine
- Believe Incumbent Board Members are Responsible for Continued Destruction of Stockholder Value and Must be Held Accountable
http://www.prnewswire.com/news-releases/ronin-trading-and-sw-investment-management-issue-letter-to-employees-of-peregrine-pharmaceuticals-300491208.html
SEC Form 14A: http://tinyurl.com/y7hjryog
CHICAGO, Aug. 14, 2017: Ronin Trading & SW Investment Mgt. (together with the other participants in their solicitation, "Ronin"), collectively the 2nd largest stockholder of Peregrine, with aggregate beneficial ownership of approx. 8.8% of the Company's outstanding shares of common stock, today issued the following statement with respect to Peregrine:
We find it outrageous that Peregrine's Board of Directors and mgt. chose to fire roughly 20% of the Company's employees while doing nothing to address their own unjustifiable & egregious compensation. If the Company needs to reduce costs, the first place it should look is the preposterously high salaries of its own Board and mgt. We remind stockholders what Institutional Shareholder Services said in its 2016 proxy report on Peregrine:
"WITHHOLD votes are warranted for compensation committee members Carlton M. Johnson Jr., David H. Pohl, and Eric S. Swartz due to continued problematic pay practices and the board's failure to adequately respond to shareholder concerns."
On July 31, 2017, Peregrine's Board announced an intention to increase the size of the Board from 4 to up to 7 members by adding up to 3 new directors with – unlike themselves – actual pharmaceutical & contract development and mfg. experience. This was a laughable attempt to appear stockholder-friendly, since it would brazenly further entrench the incumbents while allowing them to retain a majority of Board seats. Notably, the Company did not actually expand the size of the Board, presumably because the Board's announcement was purely reactive to our public criticisms and it had not successfully identified additional candidates to serve on its slate. It is no surprise to us that the Board appears to be having difficulty finding highly qualified, ethical people to serve as nominees alongside themselves, given their own questionable backgrounds and records of value destruction. Furthermore, based on the feedback we have received from many stockholders in recent weeks, we believe support for the Board at the 2017 Annual Meeting will be nearly nonexistent, thus making it even more difficult for the Board to find addl. qualified nominees. In the event Peregrine proceeds with the expansion of the Board, we will timely nominate additional highly qualified director candidates to ensure that control of the Board does not remain with the incumbents or their hand-picked additions.
We believe a similar problem exists with the Board's ability to identify the right candidate to serve as the President of Avid Bioservices. We doubt whether any qualified candidate would be interested in the position given the current leadership structure of the Company and lack of any strategic plan put forth by the Board. To the extent that a President of Avid is hired prior to the 2017 Annual Meeting, if elected, our director candidates intend to immediately evaluate the appropriateness of the hire.
It is insulting to employees & stockholders alike that mgt. and the Board were responsible for these unfortunate layoffs, but apparently unwilling to sacrifice anything personally. Recent actions by mgt. and the Board further validate our belief that their only concern appears to be their own personal enrichment, which we are confident will soon (and to everyone's relief) be coming to an end. The facts remain clear, and given what we believe is the extraordinarily low likelihood of the incumbent indep. Board members being reelected at the 2017 Annual Meeting, we call on Peregrine's indep. directors, Carlton M. Johnson Jr., David H. Pohl, and Eric S. Swartz, to resign their Board seats immediately. Peregrine can no longer afford to allow Peregrine's current leadership to needlessly destroy more value in a futile attempt to cling to their positions. We are confident that our director nominees are the right people to end Peregrine's culture of leadership unaccountability, and will be able to finally set Peregrine on a path towards value creation.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS:
Ronin Trading, LLC, together with the other participants named herein (collectively, "Ronin"), intends to file a preliminary proxy statement and an accompanying proxy card with the SEC to be used to solicit votes for the election of its slate of 3 highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine Pharmaceuticals, Inc.
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE… **snip**
PPHM Stock Ownership by Ronin & SWIM: …As of the date hereof, Messrs. Sargen, Scanlan and Zarrabian did not beneficially own any securities of the Company. **snip**
Investor Contact: Stephen White, SW Investment Mgt. LLC 312-765-7033
8-11-17: Peregrine Announces Measures to Reduce Costs, Facilitate Profitability and Strengthen its Operations
* Reductions in R&D, manufacturing, and administrative personnel
* Anticipated annual cost savings of over $7 million
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1037065
TUSTIN, Aug. 11, 2017: Peregrine Pharmaceuticals today announced that it has reduced its overall workforce by 60 employees (or 20%) as part of its series of planned strategic actions to reduce costs and better position the Company to achieve overall profitability while it pursues strategic options for its R&D assets. The Company expects the workforce reductions to result in a net cost savings of between $3.7mm and $4.3mm in FY'18 and more than $7mm in reduced annualized operating expenses beginning in FY'19.
As part of the cost saving initiatives, the Company reduced Peregrine's R&D personnel by 50% to 11 employees, with the remaining staff supporting potential strategic alternatives for its R&D assets while continuing to assist with collaborative trials, the antibody discovery platform, and the exosome program. Personnel supporting the Avid Bioservices CDMO business, a wholly owned subsidiary of Peregrine Pharmaceuticals, was reduced by 20% to 184 employees to align operations with the reduction in forecasted revenues. In addition, SG&A personnel was reduced by 8% to 49 employees as the Company continues to pursue leaner support operations. The charge to earnings for these personnel reductions will be between $1.1mm and $1.7mm, all of which is expected to be incurred during Q2/FY'18.
"While this was a difficult decision, our board and management team believe it was a necessary step as we continue to evaluate strategic options to further strengthen our two distinct businesses and seek to maximize shareholder value," said Steven King, President, CEO, and Director of Peregrine and President of Avid Bioservices. "I would like to personally express my appreciation to the affected employees for their commitment and meaningful contributions to the Peregrine and Avid businesses. We remain committed to capitalizing on long-term opportunities available to our CDMO business and pursuing the best path forward for our R&D business."
Last month, Peregrine announced that as part of its strategic review it intends to expand its board of directors to add new members with CDMO and biologics experience and to commence a search for a dedicated president to head its Avid CDMO business.
7-31-17: Peregrine Provides Strategic Update
* Plans to Expand Board of Directors to Add CDMO and Biologics Industry Expertise
* Search for a Dedicated President to Head Avid Bioservices CDMO Business to Commence
* Continues to Evaluate Strategic Options for Advancing R&D Business
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1035083
TUSTIN, July 31, 2017: Peregrine Pharmaceuticals, Inc. (Nasdaq:PPHM) today announced that it intends to increase the size of its Board of Directors from 4 to up to 7 members through the addition of new highly-qualified independent directors with CDMO and biologics experience. The Company also announced that it plans to initiate a search for a dedicated President to lead its wholly-owned CDMO subsidiary, Avid Bioservices, Inc. Lastly, the Company today provided an update on its evaluation of strategic options for advancing its R&D business.
Addition of Board Members
"We look forward to adding new directors with valuable CDMO and biologics industry experience and skills to the Board, broadening our overall expertise and complementing the capabilities and experience of our current directors," said Carlton Johnson, Chairman of Peregrine's Board of Directors. "The Board and management will benefit from the additional perspectives provided by new directors who share our commitment to maximizing stockholder value."
"The Board has played an important role in supporting the growth of the CDMO business and has provided the management team with valuable insight and support over many years. This support was critical in allowing us to build a successful CDMO business while simultaneously advancing our R&D pipeline," said Steven King, President, CEO and Director of Peregrine and President of Avid Bioservices. "As we continue to evaluate a number of strategic options to sharpen the focus of each of our two distinct businesses and enhance shareholder value, I am confident that these planned additions will enhance our ability to successfully lead the Company through this critical process."
Search for Dedicated Avid Bioservices President
Peregrine also plans to appoint a new dedicated President to lead Avid and focus entirely on executing the CDMO business' growth strategy. The new President will report directly to Mr. King while the company continues to evaluate strategic options including potentially separating the R&D and CDMO businesses. The Company believes that the addition of the new President for Avid and the addition of board members with CDMO experience will strengthen Avid's position for future success regardless of the strategic alternatives the Company may pursue. Mr. King, who has served as President of Avid since its formation, will continue to serve in his current role until a candidate is hired in order to ensure continued high level services for its current customers and to make sure there is a successful and smooth transition to the new leadership.
Avid was formed in 2002 to service the attractive commercial bio-manufacturing market. Over the last 15 years, Avid has become a leader in implementing disposable bio-manufacturing processes at commercial scale for large molecule API manufacturing. The Company has achieved a premiere customer list, excellent regulatory track record and strong competitive position from which it can capitalize on favorable industry growth trends. In FY2017, Avid generated revenues of over $57mm and achieved a 5-yr. compounded annual revenue growth rate of 31%.
"Avid has experienced remarkable and steady growth over the last several years, and we are taking steps to ensure that it remains well-positioned to take advantage of the growing demand for biologics and biosimilar drugs," said King. "We have a clear strategic plan and proven track-record in our CDMO business, as evidenced by our investments in the state-of-the-art Myford facility, our progress securing new customers and expanding our services offerings, and our recent record financial results. With the addition of a new dedicated President, Avid will benefit from a leadership team focused solely on executing its long-term strategic plan of driving growth, diversifying its customer base and optimizing its operations and facilities."
R&D Business Update
Continued King, "At the same time, we are actively evaluating strategic options for advancing our R&D business. We are working with researchers at some of the leading research institutes in the world and have seen renewed and encouraging interest in the bavituximab program from influential key opinion leaders. We believe recent promising clinical data from our bavituximab program, in addition to our other R&D assets, strongly supports continued advancement of the pipeline with the goal of providing patients with new cancer treatment options. Leveraging the scientific expertise of key opinion leaders, we will apply great rigor in assessing additional investments and identifying the best way to move our R&D programs forward."
"As we recently noted on our Q4 conference call [7-14-17: http://tinyurl.com/yb4wulvu ], Peregrine is at the start of a transformative journey, which includes exploring strategic alternatives," said King. "We are focused on enhancing shareholder returns as we capitalize on long-term opportunities available to Avid and pursue the optimal path forward for our drug development franchise. The search for new Board members and a new dedicated leader for Avid mark the first in a series of planned strategic actions that will strengthen the position of Avid as a more independent and potentially as a completely independent entity with a focus on revenue growth and increased profitability. We will also continue to explore the best strategic alternatives for the R&D pipeline in order to maximize value for stockholders."
Peregrine will be working with a nationally recognized executive search firm to assist in identifying highly qualified candidates for the Avid President and Board of Directors positions. The Company intends to appoint a President to the Avid business in the coming months and include the identified directors in its slate of nominees for election to the Board at its next Annual Meeting of Stockholders. . .
7-20-17: Ronin Trading & SWIM Issue Letter to Employees of Peregrine
- Elaborate on Strategic Vision & Intentions with Respect to Peregrine
http://www.prnewswire.com/news-releases/ronin-trading-and-sw-investment-management-issue-letter-to-employees-of-peregrine-pharmaceuticals-300491208.html
SEC Form 14A: http://tinyurl.com/y8nohtz8
Dear Peregrine Employees:
Ronin Trading, LLC and SW Investment Mgt. LLC believe it is important that you understand a little more about us and what we are attempting to accomplish with our nominations of Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian for election to the Peregrine’s Board of Directors… As detailed in our 7-13-17 public letter to stockholders, we believe that the Company is suffering from mismanagement under the leadership of the incumbent Board that is comprised of egregiously compensated directors who lack relevant experience, possess an immaterial financial interest in the Company, and have histories of losses and questionable dealings outside of Peregrine. Rather than capitalize on the emergence of Peregrine's contract dev. & mfg. Business (“CMDO”), Avid Bioservices, the incumbents have elected to use Avid to support the unsuccessful development of bavituximab. We believe this is a mistake and that the Company and all of its stakeholders – stockholders, employees, and customers – would benefit from a focus on Avid. We want to invest more capital in Avid. We believe Peregrine should invest significantly more into Avid's people, capacity and technology – the only investments to date that have created value for Peregrine. Because of Avid's high return on capital, excellent competitive position and great regulatory track record, we believe that addl. investment will create even more value. Meanwhile, public & private market valuations for CDMOs remain very high, indicating the future return potential for businesses such as Avid. Avid should not be competing for capital with an unsuccessful drug dev. program; instead, it desperately needs a structure where it can invest for growth, free from the handicap of a mgt. team that forces it to prop up a failed clinical dev. business. Increased investment into Avid would also bring much-needed comfort to Avid's customers and the Company's other stakeholders. We appreciate how unsettling it is to see Peregrine's auditor raise substantial doubt as to the Company's ability to continue as a going concern. We are confident that these doubts would be alleviated by focusing on profitably growing Avid and not diverting resources to unrelated clinical dev. activities. We want to attract and retain the best employees for Avid. We genuinely appreciate that the value in CDMOs is as much (if not more) about the people as it is about the physical assets. We want Avid to attract and retain the best talent available, but that will only be possible with the following changes.
First, Peregrine needs a vastly improved culture, which begins with directors and mgt. who possess relevant experience, successful track records, and a true appreciation for Avid's business. Avid can no longer be treated as little more than a means to support extraneous pursuits. Employees deserve strong commitments from a knowledgeable, ethical mgt. team that is focused on growing Avid over the long-run. Second, incentive alignment is a critically important element to the success of any organization. As such, employees should be rewarded with better equity incentive compensation, and this compensation should reflect the work they do. This will only be possible if Peregrine immediately halts all clinical dev. work and reorganizes so that the price of Peregrine's stock is determined by the success of Avid rather than the struggles of clinical development. We are NOT unconditionally wedded to Peregrine's clinical dev. activities. While we acknowledge that there are always varying opinions on the prospects for any drug candidate, the evidence against bavituximab is clear. Despite hundreds of millions in R&D, this drug candidate has not produced any statistically significant results showing improvement in cancer survival rates, has no large partners and no identifiable quotes from key opinion leaders. No amount of "excitement" over data mining from Peregrine's current mgt. changes these facts. We want an independent & objective review of Peregrine's clinical dev. activities, and we believe our director candidates are highly qualified to undertake this review and run a monetization process. However, it is critically important to understand that regardless of anyone's opinion of Peregrine's clinical dev. assets, the Company has NO ability to underwrite any further R&D without simultaneously destroying the value of Avid. For this reason alone, Peregrine must immediately halt all clinical dev. R&D and cut the associated expenses.
We are NOT trying to sell the Company. We are not short-term investors looking to make a quick buck. In fact, when President & CEO Steven W. King previously privately acknowledged to us that the Company had considered selling all or a portion of Avid, we expressed our strong disapproval of any such transaction and belief that it would be contrary to the best interests of the Company and its stockholders. Instead, we insisted that the best option was to focus on taking a long-term view of Avid while managing Peregrine far more sensibly. We reminded Mr. King that a sale of Avid would require stockholder approval and cautioned against attempting to structure a transaction in a manner that would not require stockholder approval. We also explained to Mr. King that a spin-off transaction would be effectively impossible because of Peregrine's approx. $650mm tax-loss carryforward asset and the fact that Peregrine's clinical dev. has no ability to independently support its operations. We are NOT nominating ourselves to the Board. With the Company's 3 non-employee directors collectively earning over $10mm in total compensation since the start of FY2010 (not even including whatever they have received since April 30, 2016), we believe the incumbent directors are grossly overcompensated. We have no interest in receiving this exorbitant compensation at the expense of stockholders; rather, we want to profit with all other stockholders, which is why we are seeking the election of highly qualified, experienced, and reputable candidates who believe will be able to create value for all stockholders and bring stability to the Company for its employees and customers. We fully expect that director compensation will be appropriately adjusted downward once new independent directors capable of acting in stockholders' best interests are elected to the Board. We are NOT "activist" investors. We have not nominated our director candidates because it fulfills our investment strategy. Even 13D Monitor, a research service specializing in shareholder activism, recently noted that "Neither Ronin Capital nor SW Investment (the "Group") are activist investors…" when commenting on our involvement with the Company. Instead, we are simply stockholders who saw a great opportunity to grow Peregrine over the long-run, but realized that change was desperately needed to address the Company's troubling corporate governance practices & strategic miscues. We saw an excellent chance to create value for all stockholders and send a resounding message that poor corporate governance, mismanagement and anything less than the highest ethical standards will no longer be tolerated at Peregrine. We are here to provide a voice for frustrated stockholders and show that there is a light at the end of the tunnel for the Company's customers & employees. Facing the stark reality that their lengthy tenure of unjustifiably high compensation may be coming to an end, we caution the incumbent Board members against taking any action to further entrench themselves or otherwise to the detriment of the Company. Any attempts by the incumbents to delay the upcoming annual meeting, further enrich themselves, or engage in a material transaction without stockholder approval will not be tolerated. We encourage you to let Mr. King and the other members of the Board know that you feel the same way. We look forward to disrupting the culture of entrenchment and seeking the election of our highly-qualified indep. candidates, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian, at the upcoming 2017 annual meeting of stockholders.
Regards,
John S. Stafford III - RONIN TRADING, LLC
Stephen White - SW Investment Mgt. LLC
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS:
Ronin Trading intends to file a preliminary proxy statement and an accompanying proxy card with the SEC to be used to solicit votes for the election of its slate of 3 highly qualified director nominees at the 2017 annual meeting of stockholders Peregrine.
RONIN STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT http://www.sec.gov ...
The participants in the solicitation are Ronin Trading, John S. Stafford, III, SWIM Partners LP, SW Investment Mgt. LLC, Stephen White, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian.
As of the date hereof, Ronin Trading directly beneficially owned 3,310,651 shares… Mr. White, as the Mgr. of SW Mgt., may be deemed to beneficially own the 641,795 shares [13D Group: 3,310,651 + 641,795 = 3,952,446, 8.8% of 45,069,188 O/S at 7-10-17]... As of the date hereof, Messrs. Sargen, Scanlan, and Zarrabian did not beneficially own any securities of the Company.
Investor Contact: Stephen White, SW Investment Mgt. LLC, 312- 765-7033
7-20-17 SEC Form 14A: http://tinyurl.com/y8nohtz8
= = = = = = = = = = = = = = = =
7-21-17: PPHM’s CEO Steve King’s Letter to Employees re: (Ronin) John Stafford’s 7-20-17 Letter
14A: http://ir.peregrineinc.com/secfiling.cfm?filingID=1683168-17-1828&CIK=704562
Team,
As you may have seen, yesterday two of our stockholders, Ronin Trading, LLC and SW Investment Management LLC, issued a press release directed to you, our employees. This is the same group that put out a press release last week addressed to our stockholders. Both releases are focused on three candidates Ronin/SWIM have nominated for election to our Board of Directors, as well as their overall view of our business. Unfortunately, activist shareholders are a reality for public companies today. While I won’t be addressing every communication from Ronin and SWIM, I am quite sure we will be hearing more from them.
What is most important for all of us here at Peregrine and Avid is to stay focused on the needs of our business. That is what I and the management team and Board are doing, and it is what I would ask of each of you.
To that end, as I’ve shared with all of you in the past, we have a clear plan to grow the Avid business – as demonstrated by our recent investment in Myford 1. Our customer base, which includes leading pharma companies, and strong financial results, are good indications that we are on the right track for continued growth in that business.
At the same time, we are working hard with partners and leading experts on the next steps in our R&D program, especially in light of the recent and compelling data supporting the combination of bavituximab and checkpoint inhibitors. We are fortunate to be working with some of the foremost medical institutions in the world, and they share our excitement in this recent data.
And in addition to all of that, as everyone here is aware and as I mentioned on our earnings call last week, our Board and management team are assessing the best structure to deliver on the respective missions of each business – for our customers, for our partners, for our employees and for our stockholders. Our CDMO & R&D businesses have very different operating models and needs, and we are focused on positioning each of them for success.
As always, please direct any media inquiries to myself and stockholder inquiries to Stephanie Diaz of Vida Strategic Partners at (415) 675-7401.
Thank you for your hard work and commitment to Peregrine and Avid.
Sincerely,
Steve
IMPORTANT ADDITIONAL INFORMATION:
Peregrine intends to file a proxy statement with the SEC in connection with the solicitation of proxies for Peregrine’s 2017 Annual Meeting (the “Proxy Statement”) with an associated WHITE proxy card. Peregrine, its directors, and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the 2017 ASM [~10-12-17]. Information regarding the names of Peregrine’s directors & executive officers and their respective interests in Peregrine by security holdings or otherwise is set forth in the Annual Report on Form 10-K of Peregrine, for FY April 30, 2017, filed 7-14-17 [ http://tinyurl.com/ycxu4l5n ], and Peregrine’s proxy statement for the 2016 Annual Meeting, filed with the SEC on Aug. 26, 2016 [ http://tinyurl.com/gsrmgs2 ]. To the extent holdings of such participants in Peregrine’s securities are not reported, or have changed since the amounts described, in the 2016 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of Peregrine’s Board of Directors for election at the 2017 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain a copy of the definitive proxy statement and other documents filed by Peregrine free of charge from the SEC’s website, http://www.sec.gov . Peregrine’s stockholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to Peregrine, Corporate Secretary’s Office, 14282 Franklin Avenue, Tustin, CA 92780, by calling Peregrine’s proxy solicitor, MacKenzie Partners, Inc., 800-322-2885, or from Peregrine’s website at http://www.Peregrine.com .
7-21-17 SEC Form 14A: http://tinyurl.com/yaoppm3z
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7-13-17: Ronin & SW-Invest Issue Letter to Stockholders of Peregrine Pharmaceuticals
* Believe Change is Desperately Needed to Peregrine's Board Given Current Strategy, Poor Corporate Governance, Apparent Misalignment of Interests with Stockholders, and Constant Dilution
* Announces Nomination of Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian for Election at Upcoming 2017 Annual Meeting
CHICAGO, July 13, 2017, PR Newswire:
Ronin Trading, LLC [John Stafford III] and SW Investment Mgt. LLC [Stephen White] (together with the other participants in their solicitation, "Ronin"), collectively the 2nd largest stockholder of Peregrine Pharmaceuticals, Inc. (NASDAQ: PPHM), with aggregate beneficial ownership of approx. 8.8% of the Company's outstanding shares of common stock, today issued a letter to Peregrine's stockholders.
In the letter, Ronin announced that it has formally nominated 3 independent, highly-qualified candidates, Gregory P. Sargen, Brian W. Scanlan, and Saiid Zarrabian, for election to the Company's Board of Directors at the Company's upcoming 2017 annual meeting of stockholders [~Oct. 12, 2017].
As explained in the letter, Ronin believes that there are opportunities to increase stockholder value; however, Ronin is concerned that stockholders will continue to suffer unless the Board is reconstituted with directors who will represent stockholders' best interests. The full text of the letter follows. . .
FULL LETTER w/Charts: http://tinyurl.com/y96wtrdb (PRNewswire)
7-13-17/Schd14A Proxy: http://tinyurl.com/y7tx3mv3 (14A)
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7-13-17: Peregrine Pharmaceuticals Issues Statement Regarding Ronin Trading & SW Investment Mgt.'s Letter to Stockholders
http://ir.peregrineinc.com/releasedetail.cfm?ReleaseID=1033161
TUSTIN, July 13, 2017: Peregrine Pharmaceuticals, Inc. (NASDAQ:PPHM) today confirmed that Ronin Trading, LLC and SW Investment Mgt. LLC (together, "Ronin/SWIM") submitted 3 candidates for election to the Peregrine Board of Directors at the Company's Annual Meeting of Stockholders. The Company issued the following statement on Ronin/SWIM's nomination of directors and its letter to the Peregrine stockholders:
"Peregrine welcomes the input of our stockholders and is committed to maintaining a highly qualified Board to lead the company forward. We respect the right of stockholders to nominate directors and our Board follows a defined process to evaluate any potential nominees. Our Nominating Committee will carefully evaluate Ronin/SWIM's nominees consistent with that process. Following the Committee's review, it will make a recommendation to the Board that is in the best interests of Peregrine and all of our stockholders. Stockholders need take no action at this time.
"We are actively engaged in an ongoing dialogue with our stockholders and welcome their constructive input on how we can further strengthen the company. We have engaged in various discussions with representatives of Ronin Trading and SW Investment Mgt. and welcome a constructive dialogue toward enhancing value.
"Peregrine's Board, which has a deep understanding of the Company's R&D and CDMO business lines, has been actively involved in setting and overseeing a strategy that has delivered meaningful growth over the past five years in our CDMO business and promising progress in our R&D efforts while substantially reducing R&D spend.
"Our Board is committed to maximizing value for all stockholders. Peregrine will continue to evaluate stockholder input, assess opportunities and make decisions to achieve this objective."
ABOUT PEREGRINE PHARMACEUTICALS (snip)
MEDIA CONTACTS: John Christiansen / Matt Reid, Sard Verbinnen & Co, 415-618-8750 / 310-201-2040 http://www.sardverb.com
INVESTOR CONTACTS: Stephanie Diaz, Vida Strategic Partners, 415-675-7401
= = = = = = = = = =RONIN/SWInvest 13D DETAIL TRANS:
10-27-17/13D(Amend#7) COMMON (Roger Farley): http://tinyurl.com/y9lqx9dy
Ronin Capitals’ Roger Farley (trader/equity member) adds +190,427shs Common Oct17-Oct24, bringing his total Common to 300,000, and raising the Ronin/SW group beneficial to 4,325,889shs. (9.6% stake) as of 10-27-17 – passing E.CAPITAL(Dart). as PPHM’s #1 shareholder.
On 10-17-17 Mr. Farley pur. 115,427sh. @$3.9921
On 10-19-17 Mr. Farley pur. 28,871sh. @$4.0475
On 10-20-17 Mr. Farley pur. 10,387sh. @$4.0800
On 10-23-17 Mr. Farley pur. 15,742sh. @$4.1083
On 10-24-17 Mr. Farley pur. 20,000sh. @$4.1749
9 RONIN/SW 13D GROUP MEMBERS:
* John S. Stafford, III – CEO/Mgr., Ronin Trading, LLC
* Roger Farley - Trader & equity member of Ronin Capital, LLC
* Stephen White – Mgr., SW Investment Mgt. LLC
* James J. Egan - Strategic advisor to Numab AG (Swiss); Consultant to: MSM Protein Technologies, CuroNZ Ltd., ATEA Pharm.
* Richard B. Hancock – COB/ExecDir., Argonaut Mfg. Services; Director of Tempo Therapeutics
* Joel McComb – CEO/Chairman of BioSpyder Technologies; Chairman of: BioClavis, Inc., Cellsensus, Inc.
* Gregory P. Sargen – EVP/CorpDev. of Cambrex Corp.
* Brian W. Scanlan - Managing Partner of Freedom Bioscience Partners
* Saiid Zarrabian - Advisor to Redline Capital Partners
10-17-17/13D COMMON+PREFERRED: http://tinyurl.com/y983myco
Ronin Capitals’ Roger Farley (trader/equity member) acquires 109,573/COMMON & 1,000/PREFERRED:
10-13-17 pur. 44,073 Common @3.7554
10-16-17 pur. 65,500 Common @3.9803
10-13-17 pur. 1,000 Preferred @22.8202
10-10-17/14A(Ronin’s PR) COMMON ONLY: http://tinyurl.com/ybvkjd3e
This Ronin/SWIM PR has a section at the bottom giving updated ownership figures. It shows that SWIM added 45,000sh. of Common since the last 14A dated 8-29-17, taking SWIM from 655,000 to 700,000. This results in Ronin/SW Group total beneficial ownership moving from 3,979,699 to 4,024,699 (8.9% of 45,096,081 common outstanding as of 8-25-17).
NOTE: a followup 10-11-17 13D (http://tinyurl.com/ycenvr5v ) shows details for the 45,000sh. added by SWIM:
9-14-17 15,000 @3.0673
9-14-17 15,000 @3.0546
9-18-17 10,000 @3.1347
10-5-17 2,500 @3.4181
10-5-17 2,500 @3.4000
8-29-17/14A(Ronin’s Prelim Proxy) COMMON ONLY: http://tinyurl.com/yb5jq7vc
Pgs. I1-4 lists all Ronin/SW PPHM stock transactions, since 12-15-16 – it shows 2 new purchases of Common since the last 13D: SWIM/SWInvest(S.White): 8-4-17/16,026 and 8-15-17/11,226. (27,252 total). This results in Ronin/SW Group total beneficial ownership moving from 3,952,446 to 3,979,699 (8.8% of 45,096,081 common outstanding as of 8-25-17).
7-14-17/13D(COMMON+PREFERRED): Ronin/SWPartners adds 34,891/Common + 3,600/Pref. Jun29-Jul7 http://tinyurl.com/ybra4s69
6-29-17: SWIM adds 14,286 Common @4.01
6-29-17: SW-Invest adds 7,143 Common @4.01
7-7-17: SWIM adds 8,974 Common @3.91
7-7-17: SW-Invest adds 4,486 Common @3.91
7-7-17: Ronin adds 3,600 Preferred @22.00
**NOTE 2nd 7-14-17 13D: http://tinyurl.com/y7tcoqja – documents the 7-12-17 letter from Ronin to PPHM nominating Gregory P. Sargen, Brian W. Scanlan, Saiid Zarrabian for election to PPHM’s BOD the upcoming ~10-12-17 ASM., as well as the 7-13-17 Ronin PR.
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7-13-17: Ronin/SW-Invest Letter to Stockholders; PPHM Comments http://tinyurl.com/ybr8ycbp
6-29-17/13D: Group Ronin/SWIM adds 7,143sh. on 6-21-17, bringing total Common to 3,766,248, 8.4% of Common O/S (45,069,188 at 7-10-17). http://tinyurl.com/y9sp8bfv (13D filed June29)
….See the 13D for the one purchase of 7,143sh. of COMMON by SWIM Partners (Stephen White) on 6-21-17 at $4.10. 13D triggering event: On 6-27-17, Mr. Stafford (sole, indirect beneficial owner) transferred all his 3,306,366sh./Common (which includes 132,975 shares of Common issuable upon conv. of 111,699/Preferred x8.333/7) from Ronin Capital LLC to Ronin Trading LLC.
6-20-17/13D(COMMON ONLY): Group Ronin/SWIM adds 378,170 (Mar10-June16), bringing total Common to 3,759,105, 8.8% of Common O/S(42,529,925 at 3-10-17). http://tinyurl.com/y76q5rqu (13D filed June20)
….See the 13D for the 23 purchases of 378,170sh. of COMMON by Ronin+SW 3-10-17 thru 6-17-17. (prices range from 3.57 – 4.97)
5-19-17/13D(PREFERRED ONLY): Group Ronin/SWIM adds 23,140 (May1-May17), bringing total Preferred to 123,499, 7.5% of Preferred O/S(1,647,760 at 7-31-17). http://tinyurl.com/mgnn92x (13D filed May19)
…...On May1, 2017, Ronin Capital pur. 7,200 sh. Preferred @$22.51
…...On May15, 2017, Ronin Capital pur. 4,740 sh. Preferred @$22.20
…...On May17, 2017, Ronin Capital pur. 4,700 sh. Preferred @22.04
…...On May12, 2017, SW-InvestMgt pur. 700 sh. Preferred @$21.15
…...On May17, 2017, SW-InvestMgt pur. 1,120 sh. Preferred @$22.07
…...On May12, 2017, SWIM-Partners pur. 1,800 sh. Preferred @$22.15
…...On May17, 2017, SWIM-Partners pur. 2,880 sh. Preferred @$22.07
TOTAL OWNED 5-19-17: Ronin=111,699, SW-InvestMgt=3,120, SWIM-Partners=8,680 =>GROUP=123,499sh.
4-17-17/13D(PREFERRED ONLY): Ronin adds 23,334 (Mar28-Apr10), bringing total Group Preferred to 100,359, 6.1% of Preferred O/S(1,647,760 at 7-31-17).
http://tinyurl.com/lanjddc (13D filed Apr17)
…...On Mar28, 2017, Ronin Capital pur. 1,807 sh. Preferred @$21.60
…...On Apr6, 2017, Ronin Capital pur. 5,817 sh. Preferred @$22.16
…...On Apr7, 2017, Ronin Capital pur. 10,510 sh. Preferred @22.06
…...On Apr10, 2017, Ronin Capital pur. 5,200 sh. Preferred @$21.96
TOTAL OWNED 4-17-17: Ronin=95,059, SW-InvestMgt=1,300, SWIM-Partners=4,000 =>GROUP=100,359sh.
3-10-17/13D(COMMON+PREFERRED): Ronin adds ~3mm/Common & 25,661/Preferred Mar2-9. Group ownership now: 3,380,934/common and 77,025/preferred. http://tinyurl.com/ydxra96u
3-2-17/13D#1(COMMON+PREFERRED Combined): Ronin(John Stafford III) & SW-Partners/SWIM(Stephen White) accum. all of their common & preferred from 1/20/17 – 3/1/17. Group ownership now: 2,947,425/common and 51,364/preferred. http://tinyurl.com/jr42u23
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NOTES/13D: "Each share of Preferred Stock is convertible into a #shares of Common determined by dividing the liquidation preference of $25/sh. by the conv. price, currently $21.00/sh. (8.333/7=1.19048). The Group for purposes of 13D also holds 5% or more of the Common Stock of Peregrine as reported in its separate 13D filed on Mar. 2, 2017, amended Mar. 8, 2017.”
NOTES:
* 13D Group: “people that share the furtherance of a common objective/concerted action”.
* 13D’s are reserved for ACTIVE INVESTORS who may be “interested in agitating for some kind of a change at the company”.
* See John Stafford III/XENCOR BOD(18yrs service): http://tinyurl.com/hcmsv8p
* Ronin Capital LLC: http://www.ronin-capital.com https://www.linkedin.com/company/ronin-capital
* For calc’ing total stake (Common+Preferred), using curr. conv. rate of 8.333/7=~1.19 sh./Common per one share of Series E Convertible Preferred.
ALL SEC filings for PPHM: http://tinyurl.com/6d4jw8
Inst. Holdings (Nasdaq.com) - updated qtly, 45-days after each q/e cutoff: http://www.nasdaq.com/symbol/pphm/institutional-holdings
10-13-16 ASM Voting Results: http://tinyurl.com/ycrrrb43
PPHM's Corp. Bylaws (a/o 11-14-14, 8-K): http://tinyurl.com/y8hsppea
Poison Pill adopted 3-16-06: http://tinyurl.com/yvypvh - 44-pg SEC filing: http://tinyurl.com/5m57ut
...BUNGLER explains Poison Pill in plain language: http://tinyurl.com/mft4nd6
5-15-17: Parties Settle 2013 Shareholder Derivative CA Lawsuit vs. BOD(re: Fiduciary Duties) http://tinyurl.com/y982h3rt
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