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Item 7.01 of this Current Report on Form 8-K, including the
exhibits hereto, is being furnished and shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), nor shall it be deemed
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 a filing.

Cautionary Note Regarding Forward-Looking

This Current Report on Form8-K and the Exhibits hereto include
forward-looking statements within the meaning of the safe harbor
provisions of Section27A of the Securities Act of 1933 and
Section21E of the Securities Exchange Act of 1934 – that is,
statements related to future, not past, events. Forward-looking
statements are based on current expectations and include any
statement that does not directly relate to a current or
historical fact. In this context, forward-looking statements
often address Pernix’s expected future business and financial
performance, and often contain words such as anticipate, believe,
intend, expect, plan, will or other similar words. These
forward-looking statements involve a number of known and unknown
risks, uncertainties and other factors that may cause such
forward-looking statements not to be realized and that could
cause actual results to differ materially from Pernix’s
expectations in these statements. Among the factors that could
cause actual results to differ materially from those indicated in
the forward-looking statements are risks and uncertainties
inherent in our business including, without limitation: our
ability to successfully complete a refinancing or restructuring
of our existing debt, the rate and degree of market acceptance
of, and our ability and our distribution and marketing partners’
ability to obtain reimbursement for, any approved products our
ability to successfully execute our sales and marketing strategy,
including to continue to successfully recruit and retain sales
and marketing personnel in the U.S. our ability to obtain
additional financing our ability to maintain regulatory approvals
for our products the accuracy of our estimates regarding
expenses, future revenues and capital requirements our ability to
manage our anticipated future growth the ability of our products
to compete with generic products as well as new products that may
be developed by our competitors our ability and our distribution
and marketing partners’ ability to comply with regulatory
requirements regarding the sales, marketing and manufacturing of
our products the performance of our manufacturers, over which we
have limited control our ability to obtain and maintain
intellectual property protection for our products our ability to
operate our business without infringing the intellectual property
rights of others the success and timing of our clinical
development efforts the loss of key scientific or management
personnel acceptance of our products by health insurance
providers for reimbursement; elimination of, changes in, or
Pernix’s failure to satisfy rebate programs under managed care
contracts; regulatory developments in the U.S. and foreign
countries and our ability to either acquire or develop and
commercialize other product candidates in addition to our current
products. For more information about other risks that could
affect the forward-looking statements herein, please see
Pernix’s most recent quarterly report on Form 10-Q, annual
report on Form 10-K and other filings made with the Securities
and Exchange Commission. Pernix expressly disclaims any
obligation to release publicly any updates or revisions to any
forward-looking statements to reflect any changes in
expectations, or any change in events or circumstances on which
those statements are based, unless otherwise required by law.

9.01 Financial Statements and Exhibits

(d) Exhibits.




Pernix Therapeutics Holdings, Inc. Restructuring Term Sheet
dated November 19, 2016, as supplemented by the
sale/restructuring process approach dated December 15,


Pernix Therapeutics Holdings, Inc. Restructuring Term Sheet
dated December 22, 2016.


Pernix Therapeutics Holdings, Inc. Restructuring Term Sheet
dated December 26, 2016.


PTX Discussion Materials dated December 22, 2016.


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 -0.10 at 2.03 with 979,393 shares trading hands.

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