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Form 8-K PERNIX THERAPEUTICS HOLD For: Jul 22

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July 28, 2015 7:17 AM 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 22, 2015
 
PERNIX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Maryland
  
001-14494
  
33-0724736
(State or other jurisdiction
 of incorporation)
  
(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:
 
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 5.03                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 22, 2015, Pernix Therapeutics Holdings, Inc. (the “Company”) filed with the Maryland State Department of Assessments and Taxation, Articles of Amendment to the Company’s Articles of Incorporation to increase its authorized shares of capital stock from 100,000,000 shares, consisting of 90,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share, to 150,000,000 shares, consisting of 140,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.  The Articles of Amendment became effective on that date.

The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.
 
(d)           Exhibits

 
Exhibit No.

3.1           Articles of Amendment to the Articles of Incorporation of the Company.
 
 
 
 
 
SIGNATURE

 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, thereunto duly authorized.
 
 
PERNIX THERAPEUTICS HOLDINGS, INC.
 
       
Dated:  July 28, 2015
By:
 /s/ Sanjay Patel
  
   
Sanjay Patel
  
   
Chief Financial Officer
  
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
Exhibit Title
   
3.1
Articles of Amendment to the Articles of Incorporation of the Company.
 
 
 
 
 
 
Exhibit 3.1

PERNIX THERAPEUTICS HOLDINGS, INC.

ARTICLES OF AMENDMENT
 
 
                                  Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation (the “Department”) of Maryland that:

FIRST:  The charter of the Corporation as currently in effect (the “Charter”) is hereby amended by deleting therefrom in its entirety the first sentence of Section 1(a) of Article IV and inserting in lieu thereof a new sentence to read as follows:

The total number of shares of capital stock of all classes that the Corporation has authority to issue is One Hundred Fifty Million (150,000,000) shares of capital stock (par value one cent ($.01) per share), consisting of (i) One Hundred Forty Million (140,000,000) shares of common stock, par value one cent ($.01) per share (the “Common Stock”), and (ii) Ten Million (10,000,000) shares of preferred stock, par value one cent ($.01) per share (the “Preferred Stock”).  

SECOND:  The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 100,000,000 shares of stock, consisting of 90,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred Stock, $0.01 par value per share, which includes 1,000,000 shares of Series B Junior Participating Stock.  The aggregate par value of all authorized shares of stock having par value was $1,000,000.

THIRD:  The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 150,000,000 shares of stock, consisting of 140,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred Stock, $0.01 par value per share, which includes 1,000,000 shares of Series B Junior Participating Stock.  The aggregate par value of all authorized shares of stock having par value is $1,500,000.

FOURTH:  The foregoing amendment of the Charter of the Corporation has been advised by the Board and approved by the stockholders of the Corporation.

FIFTH:  The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by these Articles of Amendment.

SIXTH:  These Articles of Amendment shall become effective upon filing with the Department.

SEVENTH:  The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
 
[The remainder of this page has been left blank intentionally.]
 
 
 
 
 
IN WITNESS WHEREOF, Pernix Therapeutics Holdings, Inc., has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 22nd day of July, 2015.
 
 
PERNIX THERAPEUTICS HOLDINGS, INC.
 
       
 
By:
 /s/ Douglas L. Drysdale
  
   
Name:  Douglas L. Drysdale
  
   
Title:    President
  
       

 
ATTEST:
 
  
       
 
By:
 /s/ Barry J. Siegel
  
   
Name:  Barry J. Siegel
  
   
Title:    Secretary
  
       

 

 

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