UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2019
PERNIX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-14494 | | 33-0724736 |
| (State or Other Jurisdiction) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | |
| 10 North Park Place, Suite 201, Morristown, NJ | | 07960 | |
| (Address of principal executive offices) | | (Zip Code) | |
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| Registrant’s telephone number, including area code:(800) 793-2145 |
| (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 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Title of each class | Trading
Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 | PTX | N/A |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced, on April 30, 2019, Pernix Therapeutics Holdings, Inc. (the “Company”) and certain of its subsidiaries (together, the “Sellers”) completed the sale of substantially all of their assets (the “Asset Sale”) to Currax Holdings LLC (f/k/a Phoenix Top Holdings LLC), an entity formed by affiliates of Highbridge Capital Management (in such capacity, the “Purchaser”), pursuant to the Amended and Restated Asset Purchase Agreement, dated as of April 15, 2019 among the Sellers and the Purchaser.
Following consummation of the Asset Sale, on May 8, 2019, Dennis H. Langer, a member of the Board of Directors of the Company (the “Board”), resigned from the Board, effective May 1, 2019.
Following consummation of the Asset Sale, on May 9, 2019, Douglas J. Swirsky and Kinyip Gabriel Leung, members of the Board, resigned from the Board, effective May 1, 2019.
Following consummation of the Asset Sale, Kenneth R. Pina resigned from his position as Senior Vice President, Chief Legal & Compliance Officer and Corporate Secretary of the Company, effective May 1, 2019.
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.
| | PERNIX THERAPEUTICS HOLDINGS, INC. | |
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| Date: May 14, 2019 | By: | /s/ John A. Sedor | |
| | | John A. Sedor | |
| | | Chief Executive Officer | |
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