8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934



Date of Report (Date of earliest event reported):             AUGUST 13, 2002


                         PEREGRINE PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)


      DELAWARE                       000-17085               95-3698422
   (State or other                  (Commission           (I.R.S. Employer
    jurisdiction                   File Number)          Identification No.)
  of incorporation)

                        14272 FRANKLIN AVENUE, SUITE 100
                   TUSTIN, CALIFORNIA                92780-7017
          (Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code:      (714) 508-6000

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ITEM 5.  OTHER EVENTS.

         On August 13, 2002, the Registrant issued a press release announcing
that it had sold to one institutional investor 2.9 million shares of its common
stock pursuant to its shelf registration statement for aggregate gross proceeds
$1,856,000.

         In connection with the offering, the Company paid in cash placement
agent fees in the amount of $92,800. A copy of the press release is attached
hereto as Exhibit 99.1

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)    Exhibits.

                Exhibit      Name of Exhibit
                -------      ---------------

                99.1         Press release of Registrant dated August 13, 2002.


                                    SIGNATURE

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


                                       PEREGRINE PHARMACEUTICALS, INC.



Date: August 13, 2002                  By: /s/ Edward J. Legere,
                                           -------------------------------------
                                           Edward J. Legere,
                                           President and Chief Executive Officer

                                       2

EX-99.1

Exhibit 99.1

                                  PRESS RELEASE


PEREGRINE PHARMACEUTICALS ANNOUNCES $1,856,000 INVESTMENT FROM INSTITUTIONAL
INVESTOR. OVER $10 MILLION IN CASH AND CASH COMMITMENTS ON HAND. CONFERENCE CALL
SET FOR 11:00 AM EDT, AUG. 15.

TUSTIN, CA - AUG. 13, 2002 - Peregrine Pharmaceuticals (Nasdaq:PPHM) announced
today that it has closed an offering for 2.9 million shares of common stock to
one institutional investor in exchange for gross proceeds of $1,856,000. The
shares were sold pursuant to the company's shelf registration statement on Form
S-3 filed with the Securities and Exchange Commission.

With the financing announced today and the financings announced yesterday, the
company now has more than $10 million in cash and cash commitments to fund its
ongoing clinical trials, contract manufacturing operations, research and
development and other corporate activities.

The company also announced that it will conduct its quarterly conference call on
Thursday, August 15 at 11:00 A.M. (EDT). In order to participate in this call,
please phone (800) 734-1279 at least five minutes before the call is scheduled
to begin. An audio replay will be available afterwards at (800) 633-8284 (code #
20828676) as well as on Peregrine's website, http://www.peregrineinc.com.

"This additional financing further strengthens our ability to carry out our
business plan," said Edward Legere, President and CEO of Peregrine. "I am
looking forward to our conference call later this week so that I can provide
investors with a more detailed overview of our future plans and activities. We
have a great deal to look forward to with the growing importance of our
technology and the strong outlook for Avid Bioservices, Inc."


ABOUT PEREGRINE PHARMACEUTICALS
Peregrine Pharmaceuticals is a biopharmaceutical company focused on the
development, commercialization, and licensing of unique technologies for the
treatment of cancer, primarily based on its three "collateral targeting
technologies." Peregrine's Tumor Necrosis Therapy (TNT), Vasopermeation
Enhancement Agents (VEA), and Vascular Targeting Agents (VTA) target cell
structures and cell types that are common among solid tumor cancers, giving them
broad applicability across various tumor types. The company's lead TNT
anti-cancer drug, CotaraTM, is currently in a multi-center Phase II clinical
trial for brain cancer and Phase I trials for colorectal, pancreas, soft tissue
sarcoma and biliary cancers. Final preparations are being made to start a
multi-center, multi-national Phase III trial for brain cancer. Copies of
Peregrine press releases, SEC filings, current price quotes and other valuable
information for investors may be found on the website www.peregrineinc.com.

Safe Harbor Statement: This release may contain certain forward-looking
statements that are made pursuant to the safe harbor provisions of the Private



Securities Litigation Reform Act of 1995. Actual events or results may differ
from the company's expectations as a result of risk factors discussed in
Peregrine's reports on file with the U.S. Securities and Exchange Commission,
including, but not limited to, the company's report on Form 10-K for the year
ended April 30, 2001 and on Form 10-Q for the quarter ended January 31, 2002.

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