PERNIX THERAPEUTICS HOLDINGS, INC. (NASDAQ:PTX) Files An 8-K Entry into a Material Definitive Agreement

PERNIX THERAPEUTICS HOLDINGS, INC. (NASDAQ:PTX) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

On April 18, 2017, Pernix Therapeutics Holdings, Inc. (the
Company) and certain of its subsidiaries (together with the
Company, the Borrowers), entered into Amendment No. 1 to the
Credit Agreement (the Amendment) with Wells Fargo, National
Association, as Administrative Agent (Wells Fargo) and the
lenders party thereto. The Amendment amends the Credit Agreement,
effective August 21, 2015, between the Borrowers, Wells Fargo and
the lenders party thereto (the Credit Agreement). Defined terms
not otherwise defined herein shall have the meanings given to
them in the Credit Agreement.

to the Amendment, the Base Rate Margin was increased from 1.00%
to 3.00% and the LIBOR Rate Margin was increased from 2.00% to
4.00%, in each case effective as of the date of the Amendment.
The Company has previously disclosed that it was reviewing its
strategic alternatives, including the potential sale of all or a
portion of the Company. Consistent with this prior disclosure,
the Borrowers have agreed to market their businesses and assets
for sale. Further, as the Company intends to transition to
another financing source on or before July 31, 2017, it has also
agreed that a failure to repay all borrowings under the Credit
Agreement on or before July 31, 2017 would constitute an Event of
Default. Furthermore, the Amendment reduced the lenders’
commitment to $14,200,000, the amount outstanding under the
facility on the date of the Amendment (inclusive of a portion of
the fee described below), and eliminated the ability to request
letters of credit thereunder.

The Amendment also amended certain of the covenants with which
the Borrowers must comply under the Credit Agreement. The
Amendment replaced the financial covenant in the Credit Agreement
with (i) the requirement to maintain a cash balance of at least
$8,000,000, tested weekly, and (ii) the requirement that the
Borrowing Base, less the principal amount of all Loans
outstanding, be greater than $15,000,000 from and after the date
that is 30 days after the effective date of the Amendment. The
Amendment also provides the Administrative Agent certain
additional information rights and appraisal rights. In addition,
Wells Fargo agreed to not impose certain reserves upon the
Borrowing Base in connection with the previously disclosed
arbitral award made to GSK. The Borrowers paid to Wells Fargo a
fee of $140,000 in connection with the execution of the Amendment
and in certain circumstances will pay an additional fee of

The foregoing summary does not purport to be complete and is
qualified by reference to the full text of the Amendment, which
is filed as Exhibit 10.1 hereto and incorporated by reference
herein. The Company is exploring all available options to
refinancing the Credit Agreement on or before July 31, 2017,
although there is no assurance it will be able to do so.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a

The information in Item 1.01 is incorporated under this Item 2.03
by reference.

Item 9.01. Financial Statements and Exhibits.





Amendment No. 1 to the Credit Agreement by and among Wells
Fargo Bank, National Association, as Administrative Agent,
the Lenders that are parties thereto, as Lenders and Pernix
Therapeutics Holdings, Inc., Pernix Therapeutics, LLC,
Pernix Sleep, Inc., Cypress Pharmaceuticals, Inc., Macoven
Pharmaceuticals, Inc., Gaine, Inc., Repicopea Inc. and
Macoven Pharmaceuticals, L.L.C., as Borrowers, dated as of
April 18, 2017


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.


PERNIX THERAPEUTICS HOLDINGS, INC. (NASDAQ:PTX) closed its last trading session down -0.08 at 3.30 with 100,523 shares trading hands.

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