PERNIX THERAPEUTICS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Maryland
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001-14494
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33-0724736
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10 North Park Place, Suite 201
Morristown, New Jersey
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07960
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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The audited statement of assets acquired of the Treximet® product line as of August 20, 2014 and the notes related thereto, which is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.
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The audited statements of revenues and certain direct expenses of the Treximet® product line for each of the years in the three-year period ended December 31, 2013 and the unaudited statements of revenues and certain expense of the Treximet® product line for the six months ended June 30, 2014 and 2013, and the notes related thereto, which are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.
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Exhibit No.
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Description
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2.1+
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Asset Purchase and Sale Agreement dated as of May 13, 2014 by and among Glaxo Group Limited, GlaxoSmithKline Intellectual Property Management Limited, GlaxoSmithKline Intellectual Property Holdings Limited and GlaxoSmithKline LLC, on the one hand, and Pernix Therapeutics Holdings, Inc., on the other hand.
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Consent of Cherry Bekaert LLP, Independent Registered Public Accounting Firm.
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Consent of PricewaterhouseCoopers LLP, Independent Accountants.
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99.1+
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Press Release of Pernix Therapeutics Holdings, Inc. dated August 20, 2014.
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Statement of Assets Acquired (audited) of the Treximet® product line as of August 20, 2014 and the notes related thereto.
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Statement of Revenues and Certain Direct Expenses of the Treximet® product line, including the notes related thereto, for each of the years in the three-year period ended December 31, 2013 (audited) and for the six months ended June 30, 2014 and 2013 (unaudited).
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Unaudited pro forma condensed combined balance sheet as of June 30, 2014 and unaudited pro forma condensed combined statements of operations and comprehensive income (loss) for the year ended December 31, 2013 and for the six months ended June 30, 2014, and the notes related thereto.
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PERNIX THERAPEUTICS HOLDINGS, INC.
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Dated: October 9, 2014
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By:
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/s/ Douglas Drysdale
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Douglas Drysdale
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Chairman and Chief Executive Officer and
President and Director
(Principal Executive Officer)
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Exhibit No.
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Description
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2.1+
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Asset Purchase and Sale Agreement dated as of May 13, 2014 by and among Glaxo Group Limited, GlaxoSmithKline Intellectual Property Management Limited, GlaxoSmithKline Intellectual Property Holdings Limited and GlaxoSmithKline LLC, on the one hand, and Pernix Therapeutics Holdings, Inc., on the other hand.
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Consent of Cherry Bekaert LLP, Independent Registered Public Accounting Firm.
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Consent of PricewaterhouseCoopers LLP, Independent Accountants.
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99.1+
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Press Release of Pernix Therapeutics Holdings, Inc. dated August 20, 2014.
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Statement of Assets Acquired (audited) of the Treximet® product line as of August 20, 2014 and the notes related thereto.
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Statement of Revenues and Certain Direct Expenses of the Treximet® product line, including the notes related thereto, for each of the years in the three-year period ended December 31, 2013 (audited) and for the six months ended June 30, 2014 and 2013 (unaudited).
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Unaudited pro forma condensed combined balance sheet as of June 30, 2014 and unaudited pro forma condensed combined statements of operations and comprehensive income (loss) for the year ended December 31, 2013 and for the six months ended June 30, 2014, and the notes related thereto.
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