UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
________________
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 12, 2017
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))Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
oIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 12, 2017, Graham G. Miao, President and Chief Financial Officer of Pernix Therapeutics Holdings, Inc. (the "Company"), notified the Chairman of the
Board of Directors of the Company (the "Board") that the decision not to re-nominate him for re-election as a member of the Board at the Company's 2017 Annual
Meeting of Stockholders being held on November 15, 2017, created a "Good Reason" basis for resignation pursuant to the terms of his Employment Agreement dated
November 3, 2016. Dr. Miao informed us of his decision to pursue other professional opportunities and offered his resignation effective December 31, 2017, unless the Company
cures the events constituting "Good Reason" within thirty days following the date of his notice. Pursuant to Dr. Miao's employment agreement, he is eligible to receive
separation benefits upon resignation for "Good Reason." Dr. Miao's resignation does not reflect any disagreement with the Company's financial results or strategy for
growth.
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 17, 2017 By: /s/ John A. Sedor John A. Sedor Chief Executive Officer