PERNIX THERAPEUTICS HOLDINGS, INC. (Form: 8-K, Received: 10/13/2016 08:56:49)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________

FORM 8-K

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2016

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)

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))

Item 3.03 Material Modifications to Rights of Security Holders.

The disclosure set forth under Items 5.03 and 8.01 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reverse Stock Split

On October 13, 2016, Pernix Therapeutics Holdings, Inc. (the "Company") filed Articles of Amendment to the Company's charter (the "Articles of Amendment"), with the State Department of Assessments and Taxation of Maryland to effect a one-for-ten reverse stock split of the outstanding shares of common stock, par value $0.01 per share, of the Company (the "Reverse Stock Split"). The Reverse Stock Split was duly approved by the Board of Directors of the Company without stockholder approval in accordance with the authority conferred by Section 2-309(e)(2) of the Maryland General Corporation Law and Article IV, Section 6 of the Company's charter. Pursuant to the Articles of Amendment, effective as of the close of business on October 13, 2016, each outstanding share of the Company's common stock, par value $0.01 per share, will automatically combine into 1/10 ^th of share of common stock, par value $0.01 per share. Fractional share holdings will be rounded up to the nearest whole number. As a result of the Reverse Stock Split, the number of outstanding shares of common stock of the Company will be reduced to approximately 9.5 million shares.

Each stockholder's percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Stock Split, except for minor changes resulting from the rounding up of fractional shares. The rights and privileges of stockholders are unaffected by the Reverse Stock Split. There was no change to the number of authorized shares of the Company's common stock as a result of the Reverse Stock Split.

The foregoing summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Majority Voting Policy

On October 13, 2016, the Board approved and adopted an amendment (the "Bylaw Amendment") to the Company's bylaws (the "Bylaws"). As part of the Bylaw Amendment, Article III, Section 7 of the Bylaws was amended to replace the current plurality-vote standard for uncontested director elections with a majority-vote standard, effective immediately. As a result, at each meeting of stockholders at which the election of a director is uncontested, a nominee will be elected as a director only if the number of votes cast "for" a nominee's election exceeds the number of votes cast "against" that nominee's election. Directors will continue to be elected by a plurality of the votes cast in contested elections. An election will be considered to be contested if the number of nominees exceeds the number of directors to be elected.

The Bylaw Amendment also provides that if an incumbent director is not re-elected due to his or her failure to receive a majority of the votes cast in an uncontested election, the director will promptly offer to tender his or her resignation as a director, subject to acceptance by the Board. The Nominating Committee of the Board (the "Nominating Committee") must make a recommendation to the Board as to whether to accept or reject such offer to resign, or whether other action should be taken with respect to such offer to resign. The Nominating Committee and the Board may consider any factors they deem appropriate and relevant in deciding whether to accept, reject or take other action with respect to any such offer to resign. The Board must publicly disclose within 90 days of certification of the stockholder vote its decision regarding whether to accept, reject or take other action with respect to such resignation in a press release, a periodic or current report filed with the Securities and Exchange Commission, or other public announcement. If any director's offer to resign is not accepted by the Board, such director will continue to serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement or removal. If any director's offer to resign is accepted by the Board, then such director will thereupon cease to be a director of the Company, and the Board, in its sole discretion, may fill the resulting vacancy or may decrease the size of the Board pursuant to the Bylaws.

The foregoing summary of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 8.01 Other Events.

At the market opening on October 14, 2016, the Company's common stock will begin trading on The NASDAQ Stock Market on a post-split adjusted basis. The Company's trading symbol will remain unchanged, but the CUSIP number for the Company's registered common stock will be changed to 71426V 306. On October 13, 2016, the Company issued a press release announcing the Reverse Stock Split and the Bylaw Amendment. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits are filed herewith:


3.1		Articles of Amendment to the Company's Charter.

3.2		First Amendment to the Company's Bylaws.

99.1		Press release dated October 13, 2016.

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.

Date: October 13, 2016	By:	/s/ John A. Sedor
		John A. Sedor
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

3.1		Articles of Amendment to the Company's Charter.

3.2		First Amendment to the Company's Bylaws.

99.1		Press Release dated October 13, 2016.

Exhibit 3.1

PERNIX THERAPEUTICS HOLDINGS, INC.

ARTICLES OF AMENDMENT
EFFECTING 1-for-10 REVERSE STOCK SPLIT

PERNIX THERAPEUTICS HOLDINGS, INC., a Maryland corporation having its principal office in Baltimore City , Maryland (the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation that:

FIRST: The charter of the Corporation is hereby amended by changing and reclassifying each of the shares of Common Stock (par value $0.01 per share) of the Corporation, which is issued and outstanding at the close of business on the effective date of this amendment, into one-tenth of a share of Common Stock (par value $0.01 per share) and by transferring from the common stock account to the additional paid-In capital account $0.01 with respect to each share which will no longer remain outstanding after this change and reclassification, such change, reclassification and combination to be made as a 1-for-10 reverse stock split.

SECOND: The directors of the Corporation, at a meeting duly noticed and held, adopted and approved the foregoing amendment by the vote required under Maryland law and the charter and bylaws of the Corporation. Pursuant to Section 2-309(e) of the Corporations and Associations Article of the Annotated Code of Maryland, stockholder approval of this charter amendment is not required.

THIRD: The Corporation has a class of equity securities registered under the Securities Exchange Act of 1934, as amended.

FOURTH: These Articles of Amendment and the reverse stock split effected hereby shall become effective at 4:01 pm on October 13, 2016.

FIFTH: The undersigned Chief Executive Officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, Pernix Therapeutics Holdings, Inc. has caused these presents to be signed in its name and on its behalf by its Chief Executive Officer this 13th day of October, 2016.

ATTEST:

/s/ Graham Miao
Secretary

PERNIX THERAPEUTICS HOLDINGS, INC.

By /s/ John A. Sedor
Chief Executive Officer

Exhibit 3.2

First Amendment to the Bylaws of Pernix Therapeutics Holdings, Inc.

October 13, 2016

On October 13, 2016, the Board of Directors (the "Board") of Pernix Therapeutics Holdings, Inc. (the "Corporation"), in accordance with the Corporation's Bylaws (the "Bylaws") and the Maryland General Corporation Law, approved and adopted the following amendment to the Bylaws, to be effective immediately:

Article III, Section 7 of the Bylaws is hereby amended and restated in its entirety to read as follows:

Section 7. Voting .

(a)

Except for the election of directors, a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present is sufficient to approve any matter that may properly come before the meeting, unless more than a majority of the votes cast is required by statute, by the Charter or by these Bylaws. Each stockholder of record has the right, at every meeting of stockholders, to one vote for each share held, except shares that are the subject of a redemption notice as provided in the Charter.

(b)

There may be no cumulative voting with respect to the election of directors. Each common share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. At all meetings of stockholders for the election of directors, each director shall be elected by a majority of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; provided that, if the election is contested, the directors shall be elected by a plurality of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. An election shall be contested if, as determined by the Board, the number of nominees for director exceeds the number of directors to be elected. A majority of votes cast shall mean that the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors (with "abstentions" and "broker non-votes" not counted as a vote cast either "for" or "against" that director's election). In an uncontested election, if a nominee for director who is a director at the time of election does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors at which a quorum is present, the director shall promptly tender his or her resignation to the Board. The Nominating Committee of the Board (the "Nominating Committee") (or a similar committee) will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Nominating Committee's (or similar committee's) recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation within 90 days from the date of the certification of the election results. The Nominating Committee (or similar committee) in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Nominating Committee (or similar committee) or the decision of the Board with respect to his or her resignation. If a director's resignation is not accepted by the Board, such director will continue to serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement or removal in accordance with the Charter and these Bylaws. If a director's resignation is accepted by the Board pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant Article IV, Section 3 of these Bylaws or may decrease the size of the Board pursuant to the provisions of Article IV, Section 2 of these Bylaws.

Exhibit 99.1

PERNIX THERAPEUTICS ANNOUNCES REVERSE STOCK SPLIT AND
CORPORATE GOVERNANCE ENHANCEMENTS

MORRISTOWN, N.J., Oct. 13, 2016 (GLOBE NEWSWIRE) - Pernix Therapeutics Holdings, Inc. (NASDAQ:PTX), a specialty pharmaceutical company with a focus on Pain and CNS conditions, today announced that its Board of Directors unanimously approved a reverse split of its common stock at a ratio of 1-for-10 and a majority voting standard for the election of directors in uncontested elections.

Reverse Stock Split

As of the effective date of the reverse split, each share of issued and outstanding common stock and equivalents will be converted into 1/10 ^th of a share of common stock. In addition, the common stock will trade under a new CUSIP number. The reverse stock split will become effective as of the close of business on October 13, 2016, with anticipated trading on the post-split basis on NASDAQ commencing at the open of the stock market on October 14, 2016. The foregoing action has been duly approved by unanimous written consent of Pernix's Board of Directors pursuant to the Maryland General Corporation Law, without stockholder approval.

As a result of the reverse stock split, the number of outstanding common shares will be reduced to approximately 9.5 million. Fractional stockholdings will be rounded up to the nearest whole number. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of shares of the Company's common stock. Pernix's stockholders should contact their broker or Pernix's transfer agent, Computershare, at (855) 396-2084, for instruction relating to the reverse stock split procedures.

The purpose of the reverse stock split is to raise the per share trading price of the Company's common stock to regain compliance with the minimum $1.00 continued listing requirement for the listing of its common stock on The NASDAQ Global Market. As previously announced, in order to maintain the Company's listing on NASDAQ, on or before December 14, 2016, the Company's common stock must have a closing bid price of $1.00 or more for a minimum of 10 prior consecutive trading days.

Majority Voting Standard

The new majority voting standard, which is effective immediately and applies to all future uncontested elections, requires each director nominee to receive a majority of the votes cast to be elected to the Board of Directors. Any incumbent director who does not receive at least a majority of the votes cast in an uncontested election will be required to tender his or her resignation to the Board of Directors. Previously, under a plurality standard, candidates receiving the most votes were elected, regardless of whether those votes constituted a majority. Plurality voting will still apply in contested elections where the number of director nominees exceeds the number of directors to be elected.

"Our Board's decision to adopt a majority voting standard demonstrates our commitment to a sound governance framework," said John Sedor, Pernix Therapeutics' Chairman of the Board and Chief Executive Officer. "At our annual meeting, our stockholders indicated that majority voting was a priority. Over the past several months, we have reviewed our voting standards and concluded that adoption of majority voting is in the best interests of Pernix Therapeutics and its stockholders."

About Pernix Therapeutics

Pernix Therapeutics is a specialty pharmaceutical business with a focus on acquiring, developing and commercializing prescription drugs primarily for the U.S. market. The Company targets underserved therapeutic areas such as CNS, including neurology and pain management, and has an interest in expanding into additional specialty segments. The Company promotes its branded products to physicians through its integrated sales force and markets its generic portfolio through its wholly owned subsidiaries, Macoven Pharmaceuticals, LLC and Cypress Pharmaceutical, Inc.

To learn more about Pernix Therapeutics, visit www.pernixtx.com .

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions are forward-looking statements. These statements reflect the Company's current views, expectations and beliefs concerning future events. These forward-looking statements include statements regarding: our ability to achieve the desired effect of increasing the stock price above the $1.00 per share minimum for the requisite period so as to regain compliance with the NASDAQ continued listing requirement with respect to the trading price of its common stock. The inclusion of forward-looking statements should not be regarded as a representation by Pernix that any of its plans will be achieved. Investors should note that many factors, including the risks and uncertainties inherent in Pernix's business, as more fully described in Pernix's filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent filings with the SEC, could affect the Company's future financial results and could cause actual results to differ materially from those expressed in forward-looking statements contained in this press release. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

CONTACT
Investor Relations
Matthew P. Duffy, 212.915.0685
LifeSci Advisors, LLC
matthew@lifesciadvisors.com