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

________________

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):    November 21, 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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 21, 2016, the Board of Directors (the "Board") of Pernix Therapeutics Holdings, Inc. (the "Company") increased the size of the Board from five to six members and, upon the recommendation of the Nominating Committee of the Board, appointed Gabriel Leung to fill the newly-created vacancy on the Board, effective immediately. The Board also appointed Mr. Leung to the Audit, Compensation and Nominating Committees of the Board, effective immediately.

In connection with his appointment to the Board, Mr. Leung and the Company entered into an offer letter, dated November 16, 2016 (the "Offer Letter"). Pursuant to the Offer Letter, Mr. Leung is entitled to the same compensation and benefits made available to other non-employee directors of the Company and will also receive the same compensation provided to members of the Board's Audit, Compensation and Nominating Committees. As a non-employee director, Mr. Leung also received an initial option grant for 4,000 shares of the Company's common stock ("Common Stock") with an exercise price equal to the closing price of the Common Stock as reported on The NASDAQ Stock Market LLC the day immediately preceding the date of the grant. This initial option grant will vest over a four-year period, with 25% vesting on each year of the anniversary of the date of the grant.

The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the Offer Letter, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

There is no arrangement or understanding between Mr. Leung and any other person pursuant to which Mr. Leung was elected as director of the Company. There are no relationships or transactions in which Mr. Leung has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.

On November 22, 2016, the Company issued a press release announcing the appointment of Mr. Leung to the Board. A copy of such press release relating to these appointments is attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

(d)   Exhibits

The following exhibits are filed herewith:

10.1

 

Offer Letter, dated November 16, 2016, by and between Pernix Therapeutics Holdings, Inc. and Gabriel Leung.

     

99.1

 

Press release by Pernix Therapeutics Holdings, Inc. dated November 22, 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:  November 22, 2016

By:

/s/ John A. Sedor

 

 

 

John A. Sedor

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

     

Exhibit No.

  

Document

10.1

 

Offer Letter, dated November 16, 2016, by and between Pernix Therapeutics Holdings, Inc. and Gabriel Leung.

   

99.1

 

Press release by Pernix Therapeutics Holdings, Inc. dated November 22, 2016.

 

 

 

Exhibit 10.1

November 16, 2016

Gabriel Leung
41318 Silverside Drive
Leesburg, VA 20175

Re: Appointment to Pernix Therapeutics Holdings, Inc. Board of Directors

Dear Mr. Leung,

Subject to the Board of Directors (the "Board") of Pernix Therapeutic Holdings, Inc., a Maryland corporation (the "Company"), formally appointing you to the Board, I am pleased to extend an offer to you to serve as a Director on the Board for the remainder of the term that expires at the Company's next annual meeting of shareholders and for as long thereafter as you are re-elected by the Company's shareholders at each annual meeting. Also, subject to formal appointment by the Board, I am extending an offer to you to chair the Board's Nominating Committee and to become a member of the Board's Audit Committee and Compensation Committee. The Company's mission is to identify, develop and commercialize specialty pharmaceutical products that exceed the expectations of patients, customers and shareholders with a high-performance culture and preeminent ethical standards. Gabe, I look forward to your guidance in helping the Company fulfill its mission.

The Company's Director Compensation package currently provides for an annual cash fee of $40,000 and the following additional cash fees for participating at various committees:

    Committee Chairperson   Committee member
Audit Committee:   $24,000   $12,000
Compensation Committee:   $15,000   $7,500
Governance Committee:   $10,000   $7,000

Additionally, upon your formal appointment to the Board, in accordance with the Company's non-employee director compensation policy, you will receive an initial option grant for 4,000 shares of the Company's common stock with an exercise price equal to the closing price of the common stock as reported on NASDAQ the day immediately preceding the date of the grant. This initial option grant will vest over a four-year period, 25% vests on each year of the anniversary of the date of the grant provided you remain on the Board. Finally, the Company's Director Compensation package currently provides for an annual option grant for 4,000 shares of the Company's common stock, which will vest over a four-year period, 25% on each year of the anniversary of the date of the grant.

By signing this letter below, you hereby accept this appointment to serve on the Company's Board and the Board committees referenced above and agree that during the course of your tenure on the Board and thereafter, that you shall not use or disclose, in whole or in part, any of the Company's or its customers' trade secrets, confidential and proprietary information to any person or any entity for any reason or purpose whatsoever other than in the course of your appointment with the Company. We are excited for this opportunity to work with you on the Board.

As noted above, your official appointment to the Board and the Board committees referenced above is subject to the Board formally approving your appointment to the Board and the Board committees. We will notify you promptly if and when the Board approves your appointment to the Board and the Board committees.

Sincerely yours,

/s/ John A. Sedor
John A. Sedor
Chairman of the Board and Chief Executive Officer

You hereby acknowledge receipt of this letter and accept your appointment to the Board and the Board committees referenced above.

/s/ Gabriel Leung
______________________________________
Gabriel Leung

  

10 Park Place, Suite 201, Morristown, NJ 07960 * www.pernixtx.com

Exhibit 99.1

Pernix Therapeutics Appoints New Board Member

MORRISTOWN, N.J., November 22, 2016 - Pernix Therapeutics Holdings, Inc. (NASDAQ: PTX), a specialty pharmaceutical company with a focus on Pain and CNS conditions, today announced the appointment of Gabriel Leung to its Board of Directors, effective immediately. The Board also determined that Mr. Leung is an independent director and appointed him as chairperson of the Nominating Committee and as a member of the Audit and Compensation Committees.

"I'm very pleased to welcome Mr. Leung to the Board," said John Sedor, Chairman and Chief Executive Officer. "His strong background in pharmaceutical business and strategy, industry relationships and established track record of helping to increase shareholder value will be invaluable to Pernix and its shareholders."

Mr. Leung is currently Vice Chairman and Board member of NovoCure Limited, a publically listed commercial-stage oncology company developing a novel, proprietary therapy called TTFields for the treatment of solid tumor cancers. He was most recently Executive Vice President of OSI Pharmaceuticals, Inc. and President of OSI's Oncology and Diabetes Business, from 2003 to 2010, prior to its acquisition by Astellas Pharma Inc. Mr. Leung was responsible for the launch of erlotinib (Tarceva) at OSI. Prior to his tenure at OSI, from 1999 to 2003, Mr. Leung served as Group Vice President of the global prescription business at Pharmacia Corporation, a global pharmaceutical and healthcare company, leading Pharmacia's global oncology franchise in over 80 countries. From 1991 to 1999, Mr. Leung was an executive at Bristol-Myers Squibb Company, a global pharmaceutical and healthcare company, where he was responsible for the growth of Taxol and Paraplatin. In addition, Mr. Leung served as a director for Albany Molecular Research Inc. (AMRI), a global contract research and manufacturing company, from 2010 to 2016 and as a director of Delcath Systems, Inc. from 2011 to 2014, a specialty pharmaceutical and medical device company.

Mr. Leung earned his B.S. in Pharmacy with high honors at the University of Texas at Austin. Mr. Leung attended graduate school at the University of Wisconsin-Madison, where he earned his M.S. in Pharmacy, with a concentration in pharmaceutical marketing.

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 Pernix 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.

CONTACT
Investor Relations
Matthew P. Duffy, 212-915-0685
LifeSci Advisors, LLC
matthew@lifesciadvisors.com