PERNIX THERAPEUTICS HOLDINGS, INC. (NASDAQ:PTX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into Material Definitive Agreements
On July 20, 2017, Pernix Therapeutics Holdings, Inc. (“Pernix” or the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission in connection with the Company’s entry into an exchange agreement (the “Exchange Agreement”) and the consummation of several refinancing transactions and the related agreements (the “Original Form 8-K”). This Current Report on Form 8-K/A (“Amendment No. 1”) amends and supplements the Original Form 8-K filed by the Company to disclose that the Transactions (as defined in the Original Form 8-K) closed on July 21, 2017.
This Amendment No. 1 also amends and supplements the Form 8-K to incorporate by reference those agreements filed as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 10.3 and 10.4 hereto, which are described in the Original Form 8-K and are effective as of July 21, 2017. No other amendments are being made to the Original Form 8-K by this Amendment No. 1. This Amendment No. 1 should be read in connection with the Original Form 8-K which provides a more complete description of the Exchange Agreement and those agreements filed as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 10.3 and 10.4.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits
|
ExhibitNo. |
Description |
| 4.1 | Indenture dated July 21, 2017, by and among Pernix Ireland Pain Limited, as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as the trustee. |
| 4.2 | Form of 4.25%/5.25% Exchangeable Senior Note due 2022 (included in Exhibit 4.1). |
| 4.3 |
Second Supplemental Indenture, dated July 21, 2017, by and among Pernix Therapeutics Holdings, Inc., Pernix Holdco 1, LLC, Pernix Holdco 2, LLC, Pernix Holdco 3, LLC and U.S. Bank, National Association as the trustee. |
| 10.1 | Credit Agreement, dated as of July 21, 2017, by and among the lenders identified on the pages thereof, Cantor Fitzgerald Securities, as agent, Pernix Therapeutics Holdings, Inc., Pernix Therapeutics, LLC, Pernix Sleep, Inc., Cypress Pharmaceuticals, Inc., Gaine, Inc., Respicopea, Inc., Macoven Pharmaceuticals, L.L.C., and Hawthorn Pharmaceuticals, Inc., as borrowers, and the guarantors party thereto. |
| 10.2 | Credit Agreement, dated as of July 21, 2017, by and among the lenders identified on the pages thereof, Cantor Fitzgerald Securities, as agent, and Pernix Ireland Pain Limited. |
| 10.3 | Amendment No. 2 to the Interim Settlement Agreement dated July 21, 2017 by and among Pernix Therapeutics Holdings, Inc., Pernix Ireland Limited, Glaxo Group Limited, GlaxoSmithKline LLC, GlaxoSmithKline Intellectual Property Holdings Limited and GlaxoSmithKline Intellectual Property Management Limited. |
| 10.4 | Registration Rights Agreement dated July21, 2017 between Pernix Therapeutics Holdings, Inc., Pernix Ireland Pain Limited and 1992 MSF International Ltd. and 1992 Tactical Credit Master Fund, L.P. |
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.
Date: July 21, 2017
| PERNIX THERAPEUTICS HOLDINGS, INC. | |
| By: | /s/ John A. Sedor |
| Name: | John A. Sedor |
| Title: | Chief Executive Officer |
EXHIBIT LISTING
|
ExhibitNo. |
Description |
| 4.1 | Indenture dated July 21, 2017, by and among Pernix Ireland Pain Limited, as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as the trustee. |
| 4.2 | Form of 4.25%/5.25% Exchangeable Senior Note due 2022 (included in Exhibit 4.1). |
| 4.3 |
Second Supplemental Indenture, dated July 21, 2017, by and among Pernix Therapeutics Holdings, Inc., Pernix Holdco 1, LLC, Pernix Holdco 2, LLC, Pernix Holdco 3, LLC and U.S. Bank, National Association as the trustee. |
| 10.1 | Credit Agreement, dated as of July 21, 2017, by and among the lenders identified on the pages thereof, Cantor Fitzgerald Securities, as agent, Pernix Therapeutics Holdings, Inc., Pernix Therapeutics, LLC, Pernix Sleep, Inc., Cypress Pharmaceuticals, Inc., Gaine, Inc., Respicopea, Inc., Macoven Pharmaceuticals, L.L.C., and Hawthorn Pharmaceuticals, Inc., as borrowers, and the guarantors party thereto. |
| 10.2 | Credit Agreement, dated as of July 21, 2017, by and among the lenders identified on the PERNIX THERAPEUTICS HOLDINGS, INC. ExhibitEX-4.1 3 dp78565_ex0401.htm EXHIBIT 4.1 Exhibit 4.1 PERNIX Ireland Pain Limited,…To view the full exhibit click hereAbout PERNIX THERAPEUTICS HOLDINGS, INC. (NASDAQ:PTX) Pernix Therapeutics Holdings, Inc. is a specialty pharmaceutical company. The Company focuses on identifying, developing and commercializing differentiated products that address unmet medical needs. It focuses on underserved therapeutic areas, such as central nervous system (CNS), including neurology and psychiatry, as well as other specialty therapeutic areas. Its products include Treximet, indicated for acute migraine; Zohydro ER with BeadTek, an extended-release opioid agonist indicated for the management of pain severe; Silenor for the treatment of insomnia characterized by difficulty with sleep maintenance, and Khedezla for major depressive disorder. It promotes selected non-core branded products, such as its cough and cold products, through co-promotion arrangements with third-party sales organizations, and distributes its generic products through its subsidiaries, Macoven Pharmaceuticals, LLC (Macoven) and Cypress Pharmaceuticals, Inc. |
