UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2008

PEREGRINE PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-17085	95-3698422
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
14282 Franklin Avenue, Tustin, California 92780
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (714) 508-6000
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01                      Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 21, 2008, Peregrine Pharmaceuticals, Inc. (the “Company”) received a letter from The Nasdaq Stock Market (“NASDAQ”) informing it that, due to the extraordinary market conditions, NASDAQ  has determined to suspend the bid price and market value of publicly held shares requirements through Friday, January 16, 2009.  As a result of NASDAQ’s suspension, the exception granted in the previously issued decision of the NASDAQ Listing Qualifications Panel relating to the Company’s bid price deficiency, which required the Company to demonstrate compliance by January 20, 2009, has been extended to April 27, 2009.

The Company issued a press release on October 23, 2008 to announce the Panel’s determination, a copy of which is attached hereto as Exhibit 99.1.

Information contained herein, including the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01                       Financial Statements and Exhibits.

(d)            Exhibits.  The following material is filed as an exhibit to this Current Report on Form 8-K:

Exhibit

Number

99.1           Press Release issued October 23, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEREGRINE PHARMACEUTICALS, INC.
Date: October 24, 2008	By:     /s/ Paul J. Lytle
	Paul J. Lytle
	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release issued October 23, 2008