Pernix Therapeutics (PTX) Plans 1-for-10 Reverse Stock Split; Announces Corporate Governance Enhancements
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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 SplitAs of the effective date of the reverse split, each share of issued and outstanding common stock and equivalents will be converted into 1/10th 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 StandardThe 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."
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