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Form 8-K PERNIX THERAPEUTICS HOLD For: Jul 20

July 26, 2016 5:18 PM EDT


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):    July 20, 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))



5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;

(b) Executive Departures

As of July 20, 2016, Sanjay Patel is no longer employed by Pernix Therapeutics Holdings, Inc. (the "Company"). Mr. Patel served as Chief Financial Officer of the Company since June 23, 2014.

As of July 22, 2016, Terence Novak is no longer employed by the Company. Mr. Novak served as Chief Operating Officer of the Company since March 9, 2014.

As of July 25, 2016, Barry J. Siegel is no longer employed the Company. Mr. Siegel served as Senior Vice President and General Counsel of the Company since May 31, 2014.

(c) Executive Appointments

On July 21, 2016, the Board of Directors of the Company (the "Board") appointed John A. Sedor as the Company's Chief Executive Officer, effective July 26, 2016. Mr. Sedor was serving as the Company's Interim Chief Executive Officers since May 9, 2016. The Company will continue to will pay Mr. Sedor a salary of $50,834 per month, pursuant to that certain offer letter agreement ("Offer Letter"), dated May 9, 2016, as disclosed in the Company's Current Report on Form 8-K, which Form 8-K was filed with the Securities and Exchange Commission on May 9, 2016. A copy of the Offer Letter will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the three months ending June 30, 2016.

On July 21, 2016, the Board appointed Dr. Graham G. Miao as the Company's President and Chief Financial Officer, effective July 26, 2016. The Company will pay Dr. Miao a salary of $41,750 per month.

Mr. Sedor, 72, has served as a member of the Board since March 2014 and as the Company's Chairman of the Board and Interim Chief Executive Officer since May 9, 2016. He currently serves on the Company's Nominating Committee. Mr. Sedor has been Chairman and Chief Executive Officer of SEDOR Pharmaceuticals, LLC, an investment company focused on the acquisition of pharmaceuticals and biologics companies and assets, since 2014 and served as President and CEO and a director of Cangene Corporation, a TSX traded fully integrated developer and manufacturer of immune therapeutics, from 2011 until its acquisition by Emergent Biosolutions Inc. in February 2014. Prior to that, from 2008 until 2011, Mr. Sedor served as Chief Executive Officer and President of CPEX Pharmaceuticals, Inc. ("CPEX"), a NASDAQ traded specialty pharmaceutical company, since its spin-off from Bentley Pharmaceuticals, Inc. ("Bentley") in 2008 until its acquisition by Footstar. Mr. Sedor was President of Bentley from 2005 until the spin-off of CPEX. From 2001 to May 2005, he was President and CEO of Sandoz, Inc. (a division of Novartis AG) and prior to that served in a number of senior executive capacities with other healthcare companies. Mr. Sedor holds a B.S. in Pharmacy/Chemistry from Duquesne University, and has studied strategic marketing at both Northwestern University's Kellogg Graduate School of Management and Harvard Business School. He has also attended Harvard's Executive Forum.

Dr. Miao, 52, served as a senior advisor to the Board from May 2016 to July 2016. Prior to that, Dr. Miao served as Executive Vice President, Chief Financial Officer and Treasurer of Interpace Diagnostics, Inc. (formerly known as PDI, Inc.), a NASDAQ listed healthcare commercialization and molecular diagnostic company, from October 2014 until March 2016. In this role, he directed all aspects of finance, investor relations, strategic business planning, M&A, and legal affairs. He helped achieve double-digit revenue growth and lead the successful sale of PDI's contract sales business to Publicis Healthcare. From September 2011 to September 2014, Dr. Miao served as Executive Vice President and Chief Financial Officer and held the additional role as interim Co-President and interim Co-Chief Executive Officer from September 2013 to September 2014 of Delcath Systems, Inc. ("Delcath"), a NASDAQ traded specialty pharmaceutical and medical device company focused on cancer treatment. From September 2009 until September 2011, Dr. Miao served as Chief of Staff for the Global CFO Organization and as member of the Financial Leadership Team at Dun & Bradstreet Corporation, a NYSE traded global commercial information services company.


Previously, Dr. Miao was Executive Vice President & CFO of Pagoda Pharmaceuticals, a specialty pharmaceuticals and medical device company that was acquired by GlaxoSmithKline. Prior to that, Dr. Miao was Vice President of Strategic Planning & Financial Analysis at Symrise Inc., a global supplier of flavoring and fragrance products. Dr. Miao was also Senior Director at Schering-Plough Corporation ("Schering-Plough"), serving as division CFO for the company's $3 billion primary care pharmaceuticals franchise. Prior to his time at Schering-Plough, Dr. Miao held senior management positions at Pharmacia Corporation, including Director and Head of Finance for the company's $1.3 billion Global Oncology franchise where he led finance teams across marketing, sales, medical affairs, business development, and mergers & acquisitions. Earlier in his career, Dr. Miao worked as a biotechnology equity analyst at J.P. Morgan and a research scientist at Roche. Dr. Miao earned an M.B.A. in finance and a Ph.D. in biological sciences from Columbia University, an M.S. in molecular biology from Arizona State University, and a B.S. in biochemistry from Fudan University in Shanghai, China.

There are no family relationships between either of Mr. Sedor or Dr. Miao and any director or executive officer of the Company, and neither has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On July 26, 2016, the Company issued a press release announcing the management changes set forth above. A copy of such press release relating to these management changes is attached hereto as Exhibit 99.1.

9.01     Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed herewith:

99.1    Press release by Pernix Therapeutics Holdings, Inc. dated July 26, 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:  July 26, 2016

By:

/s/ John A. Sedor

 

 

 

John A. Sedor

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 


EXHIBIT INDEX

Exhibit No.

 

Description

 

 

 

99.1

 

Press release by Pernix Therapeutics Holdings, Inc. dated July 26, 2016.

 

 


Exhibit 99.1

Pernix Therapeutics Announces Reorganization of Senior Management Team

John Sedor Appointed CEO on a Permanent Basis

Company Names Pharmaceutical Industry Veteran, Dr. Graham Miao, as President & CFO

Company Positioned to Maximize Value and Drive Revenue Growth and Profitability

MORRISTOWN, NJ - July 26, 2016 - Pernix Therapeutics Holdings, Inc. (NASDAQ: PTX) ("Pernix" or the "Company"), a specialty pharmaceutical company, today announced a reorganization of the Company's senior management team intended to improve Pernix's efficiency, drive profitability and position the Company for future growth. As part of the management change, John Sedor will assume the role of Chief Executive Officer on a permanent basis and pharmaceutical industry veteran, Dr. Graham Miao, who has served as a senior advisor to Pernix's Board of Directors since May, has been appointed as President and Chief Financial Officer. Dr. Miao will report directly to Mr. Sedor and will have responsibility for all functions related to finance, operations, regulatory and scientific affairs.

"These changes to our senior management team, which are another step forward following our recently announced restructuring of Pernix's sales force, flatten our organization, reduce our cost structure and improve our efficiency. We believe this management reorganization optimally positions Pernix for future revenue growth and profitability, and supports our goal of maximizing shareholder value," said Mr. Sedor. "Based on my thorough review of our organization since joining the Company in May, it has become clear to me that Pernix has significant growth opportunities. The recent strong prescription trends for Zohydro ER, Treximet and Silenor support this belief. Going forward, our focus will be on enhancing revenue growth of the current brands, especially Zohydro ER, which we view as a major value driver for Pernix, as well as pursuing other growth opportunities."

"I am pleased to be joining the dedicated and talented Pernix team at such a critical point in the Company's history." said Dr. Miao. "I firmly believe that Pernix is well-positioned for long-term success. We are in the process of working to improve execution of our strategy with financial discipline as well as evaluate opportunities to optimize the current capital structure and maximize shareholder value."

In addition, Sanjay Patel, Chief Financial Officer, Terence Novak, Chief Operating Officer, and Barry Siegel, Senior Vice President and General Counsel, are no longer employed by Pernix. These departures do not reflect any disagreements about the Company's financial results or disclosures.


Pernix intends to regain compliance with NASDAQ listing qualifications within the required time frame.

Mr. Sedor has served as interim CEO and Chairman of the Board of Pernix since May 2016. Mr. Sedor is also Chairman and CEO of Sedor Pharmaceuticals. Prior to this, Mr. Sedor served as President, CEO and Director of Cangene Corporation, one of the world's leading biopharmaceutical companies in the development, manufacture and commercialization of therapies targeting infectious disease, hematology/oncology and transplantation. Under his guidance, Cangene was acquired by Emergent BioSolutions in February 2014. Prior to joining Cangene, he served as President, CEO and Director of CPEX Pharmaceuticals, Inc., a specialty drug delivery pharmaceutical company, and managed its spin-off from Bentley Pharmaceuticals, Inc. Prior to that, he was President of Bentley, which expanded its nanotechnology programs and added more than 20 new product approvals in the European market under his leadership. In 1996, John created Centeon LLC to develop and commercialize plasma protein biotherapeutics. Other previous roles include President of Sandoz Inc. (Novartis), and various senior positions at Verion, Rorer Pharmaceutical Co., Revlon Health Care Group and Armour Pharmaceutical Company.

Prior to serving as a senior advisor to Pernix's Board of Directors, Dr. Miao was EVP and CFO of Interpace Diagnostics Group, Inc. (formerly known as PDI, Inc.), a publicly traded healthcare commercialization company from October 2014 to March 2016. In this role, he directed all aspects of finance, investor relations, strategic business planning, M&A, and legal affairs. He helped achieve double-digit revenue growth and lead the successful sale of PDI's contract sales business to Publicis Healthcare. From 2011 to 2014, Dr. Miao was the EVP and CFO, and later added additional roles as interim Co-President & Co-CEO, of Delcath Systems, Inc., a publicly traded specialty pharmaceutical and medical device company, responsible for all finance-related functions and operations, corporate and business development, mergers and acquisitions, and the legal and human resource departments. Prior to Delcath, Dr. Miao served as Chief of Staff for the Global CFO organization at Dun & Bradstreet Corporation and EVP and CFO at Pagoda Pharmaceuticals. He has also held various positions of increasing responsibility at leading global pharmaceutical and finance companies, including Schering-Plough Corporation, Pharmacia Corporation, J.P. Morgan and Roche. Dr. Miao holds a Ph.D. and MBA from Columbia University.

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 psychiatry, and has an interest in expanding into additional specialty segments. The Company promotes its branded products to physicians through its Pernix sales force, uses contracted sales organizations to market its non-core, cough and cold products, 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. Because these statements reflect the Company's current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described under the caption "Risk Factors" in our Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein or therein, 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 the Company's Annual Report on Form 10-K. These factors include but are not limited to: our ability to negotiate attractive fees and rebates with managed-care, pharmacy benefit and other organizations, our ability to grow sales of our products; our ability to repay outstanding indebtedness; our ability to access capital markets; the successful development of next generation products; the successful resolution of outstanding litigation and other disputes; our ability to obtain regulatory approval of our product candidates; our ability to have third parties manufacture our products; competitive factors; our ability to find and hire qualified sales professionals; general market conditions. 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. The Company assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

CONTACT

Investor Relations
Matthew P. Duffy, 212-915-0685
LifeSci Advisors, LLC
[email protected]

  

  

  

  




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