DOMA Perpetual Issues & Mails Letter to Shareholders of Pacira BioSciences - Along with its Definitive Proxy Statement & WHITE Proxy Card - Urging Shareholders to Vote "FOR" DOMA's T
DOMA Perpetual Believes the Board and Management are Committing Gross Negligence by Misleading Investors About the True Risks the Business Faces; DOMA Contends This Conduct Constitutes a Failure of the Board's Duty of Care
Maintains the Company should remove its CEO and Explore a Strategic Sale of the Company Instead of Pursuing Risky Litigation
Asserts Pacira Will Continue its Value-Destroying Behavior Unless Changes are Made to the Board; DOMA's Nominees Will Bring Relevant Expertise in Risk Management and Commitment to Stockholder Value to Realign the Board with Shareholders' Interests and Creating Certainty in Outcomes Instead of Gambling with the Company's Future
In its letter, DOMA Perpetual asserts Management and the Board continue to promote a risky strategy of "bet the farm" litigation that has already likely cost the Company more than a third of future EXPAREL revenues in a prior settlement. Pacira's revenue growth remains weak and substantially below what Management promised in its 5x30 plan, while operating expenses and executive compensation have increased dramatically. Stock-based compensation has risen 38% over the last five years and the Board has moved from performance-based compensation to RSUs, guaranteeing Management multimillion-dollar compensation packages while shareholders have been taken to the cleaners. In the last two years, CEO
Pacira's stock price has fallen approximately 54% over the last 10-year period, 62% over the last 5-year period, and 29% since
Management and the Board seem willing to gamble with the Company's future in risky IP battles, despite a bruising loss, leading to a costly settlement, just last year. EXPAREL is an "essential and mission-critical" asset. DOMA contends the Company's unmet goals and shifting metrics in its 5x30 plan are proof that the CEO is grossly underperforming and that any future legal loss related to EXPAREL would jeopardize the future of the Company. DOMA believes Pacira's board is gambling with shareholder money in its continued IP litigation and unproven, cash-burning 5x30 plan, and that Pacira's current strategy is a house of cards built by a Board culture that evinces a complete failure of risk management. Shareholders should not have to lose it all to expose the Board's gross negligence.
The letter and our other materials can be downloaded here
The full text of the letter follows:
Dear Fellow Pacira Biosciences, Inc. Shareholders,
We are writing to you as fellow investors in Pacira BioSciences, Inc. (PCRX) ("Pacira" or the "Company"), a drug manufacturer that is falling well short of its potential and is in urgent need of a new direction.
DOMA Perpetual Capital Management LLC, together with its affiliates ("DOMA") currently beneficially owns approximately 7.5% of PCRX common shares. We believe that electing our three highly qualified and investor-focused nominees at the upcoming
Pacira's Board of Directors (the "Board") requires immediate change. We at DOMA believe the Company's current strategy is fundamentally broken and the Board and Management are misleading investors about the true risks the business faces. We view the Board's failure to fully appreciate or fully acknowledge these risks as amounting to gross negligence and a breach of the Board's duty of care. Compounding these failures are the Company's continued underperformance under the leadership of CEO
The results are stark: the PCRX stock price has fallen approximately 54% over the last 10-year period, 62% over the last 5-year period, and 29% since
RISKS OUTWEIGH REWARDS
The Company's unduly optimistic disclosures have the effect of misleading investors about the true nature of the risk to the business. EXPAREL accounts for approximately 80% of Pacira's total revenue, and a significantly higher portion of its net income.2 The product represents an "essential and mission-critical" asset to the business, according to the Marchand v. Barnhill standard. This Delaware Supreme Court case laid the groundwork for finding a board of directors liable for breaching their fiduciary duty and underscored the directors' duty to identify and address any risks that could potentially harm the company they serve, reinforcing effective risk management as a duty of all board members. We believe Pacira's Board is possibly in breach of its fiduciary duty of care, as it continues to ignore the very real risk posed by its "bet the house" litigation strategy.
As Pacira faced its first legal battle over EXPAREL's patents, the Company was extremely bullish on its odds of emerging triumphant. In the Q2 2024 earnings call, Anthony Molloy III, Pacira's Chief Legal and Compliance Officer, said of the 495 Patent: "This is only the first patent being litigated. Three additional infringement lawsuits are underway for our 348, 574, 575 and 706 patents, and these patents are broader than the 495 patent. We also have other patents that are forthcoming, many of which will be listed in the Orange Books with expiration dates through
In discussing the patents being challenged, the Company continues to tout multiple patents, "families" of patents, and new patents being added to the Orange Book. The Company has not done enough to explain to shareholders that key product patents on EXPAREL have expired, rendering EXPAREL dangerously vulnerable to future threats, and additional lost market share, from manufacturers of generics. Many of the patents Pacira now relies on to protect EXPAREL are manufacturing or method-of-use patents which do confer some protection, but not the same level of rigorous protection provided by a full suite of existing product patents.4 Further, the "families" of patents and their "thicket strategy" are not impenetrable. Once a "parent" patent is deemed invalid, the rest of the family can fall with it.
We believe the Company continues to materially understate and downplay the significant risks posed by the introduction of new generic versions of EXPAREL and the resulting patent disputes (the "EXPAREL Patent Litigation"), thereby misleading investors as to the durability of EXPAREL's revenue stream. The Company characterizes its recent litigation settlement as "favorable," yet we find it difficult to reconcile that description with a settlement that resulted in an estimated 38% of the supply of bupivacaine liposome injectable suspension in
We believe that the Company has not been transparent with shareholders by doing enough to disclose that certain key product patents for EXPAREL have expired. We believe there is an argument of "prior art" which means that there could be a path for additional generics to enter the market. Pacira is now overly reliant on limited manufacturing patents and method patents. The Company's highly touted "5x30 Plan" is premised on the flawed assumption that the new generic threats will not be successful. The Company has already lost a patent case that will cost the Company a substantial percentage of future annual revenue from EXPAREL.7 This product alone accounts for nearly 80% of the Company's revenue. If there is another win by one of the two generic companies in litigation with the Company, the 5x30 plan will be entirely insufficient to rescue the Company.8 The entire value of the Company is at risk as another similar settlement could cost the company the majority of its revenue. This Board is willing to put shareholders at risk of losing everything. Our goal is to stop that. The hope of success in risky litigation is not a strategy that a Board or management team should rely on when deciding the fate of a company or the investment value of its shareholders.
The 5x30 plan offers shareholders little to no protection from an adverse ruling in future legal fights. Instead of trying to quickly diversify cash flows, the Board supported a plan based on developing new drugs which, even when they are identified, could take many years to create any cash flow, but before then will burn a not insignificant amount of cash. If the Company loses another patent lawsuit, it is unlikely there will be sufficient capital left to push any of the pipeline drugs through clinical trials. Moreover, the deals recently finalized by management have yet to demonstrate meaningful results. The recent J&J deal for ZILRETTA has yielded disappointing results, as the brand experienced a decline in sales revenue in 2025 despite premium pricing that a patented drug typically commands.9 It is a distinct possibility that a few years from now, the Company could lose its patent case against the generics, followed shortly by ZILRETTA's patent expirations10. In just a few years, the Company could be facing an existential crisis. Allowing these risks to grow without attempting to mitigate or address them is, in our view, an absolute failure of the Board's duty of care and makes the case that the Board has exhibited gross negligence.
Taken together, these risks underscore just how precarious the Company's reliance on EXPAREL truly is. The Company has failed to diversify its portfolio as it chose to develop new potential drugs, speculating, instead of going for certainty of outcomes and cash flow, and the reality is that EXPAREL remains its core asset and primary driver of enterprise value. Indeed, it would likely take many years for any innovation or new product line to meaningfully offset this dependence. As a result, Pacira rests on a fragile foundation created by Management's overreliance on EXPAREL and delayed diversification. This has created a house of cards which could collapse in the next few years, with adverse litigation outcomes or accelerated generic entry which could rapidly erode value, potentially well before 2030.
SIGNIFICANT UNDERPERFORMANCE
CEO
When Pacira launched the 5x30 plan in January of 2025, it promised shareholders double-digit compounded revenue growth.12 Instead, in 2025, total revenues increased by only 4%, while R&D spending increased 44% and SG&A increased 25%.13 With even a small amount of scrutiny, it is obvious that the "measurable operational progress across its five 5x30 pillars: patients served, product revenue, profitability, pipeline advancement and partnerships, building value and driving durable revenue growth into and beyond 2030" touted by management in the Proxy Statement are essentially meaningless to the business's bottom line, and to stakeholders' interests.
Management takes credit for serving 2.5 million patients in 202514, and serving patients is a noble goal, but the Company must also be able to make money from treating those patients. A publicly-traded, for profit business must also be focused on profitability and generating value for shareholders.
EXPAREL's year-over-year volume growth of 6.2% in 202515 is yet another metric cited with no link to profitability – volume growth alone does not increase earnings per share nor free cash flow. The Company is under-delivering on its own stated goal of a double-digit compounded annual growth rate. Management has accomplished very little in terms of growth, focusing on "volume growth" instead of earnings and free cash flow growth.
The business's "record-high 2025 GAAP and non-GAAP gross margins" are misleading and unhelpful for shareholders. The business can make as much gross profit as possible, but if it is spending too much money there is nothing left for shareholders, which is exactly what is happening here. The Company is ignoring the fact that if Pacira loses another patent case, whatever products are in the pipeline won't matter, because there won't be any money left to fund them.
Management claims that there was significant growth in its J&J partnerships, but they are measuring from a low point. The fact is that from Q1 2024 to Q1 2026, there has been minimal growth.16 This appears to be intentionally misleading – as Management first drove down the numbers, and now wants credit for bringing them back to where they started.
The Company's claim that "Pacira's stock is up over 35% since the launch of the 5x30 strategy" is an insult to the intelligence of shareholders. The stock has risen 35% after falling close to 50% when the court ruled against it in the eVenus case, and the stock is still down nearly 30% from where it sat when
Meanwhile, Management and the Board continue to gamble with shareholders' capital and enrich themselves. By linking compensation to revenue targets, the Board has incentivized aggressive spending at the expense of growth of earnings per share, free cash flow and return on equity. This is evidenced by a 91% surge in R&D and SG&A expenses alongside a 36% rise in stock-based compensation over the last five years—all while net income plummeted by 83%, effectively evaporating the majority of shareholder value over the last three years. In fact, the combined net income over the prior three-year period is negative
The Board shifted Management incentives from performance-based options to Restricted Stock Units (RSUs) in 2024, which can retain value even if the stock price declines, subject to vesting and forfeiture conditions.19 This further misaligns Management with shareholder interests as well as creating further dilution to shareholders. The Board has repeatedly granted awards without shareholder approval under Nasdaq Listing Rule 5635(c)(4), which permits employment‑inducement awards subject to independent committee approval and prompt public disclosure. By relying on NASDAQ Listing Rule 5635(c)(4), the Board was able to approve a large equity award for
While operational costs and executive pay have trended upward, the Company has failed to post a profit in the last two years. As shareholders saw zero return, executives and directors took home a total of
BOARD COMPOSITION & LACK OF APPROPRIATE OVERSIGHT
The Company's recent efforts to "refresh" and reshape the Board are an implicit admission that something is wrong. After years of sustained underperformance, the Company has moved to add and rotate directors only after facing significant stockholder pressure, yet still refuses to acknowledge the full scope of the problem, or to pursue the most direct, value-maximizing solution. By maintaining a staggered Board and stripping away the right to call special meetings, the Company is obstructing shareholder oversight and dodging accountability.
In our view, this is a pattern of half measures: the Company wants credit for "revamping" the Board, but it stops short of the decisive accountability Stockholders deserve—namely, a serious, independent review of strategic alternatives, including a sale of the Company. The Company's incremental changes appear to be designed to relieve pressure without making the hard decisions necessary to protect and maximize Stockholder value.
Pacira's Board is primarily comprised of physicians, researchers and biotech operators lacking diversification.22 There is a dearth of risk management expertise, which has been underscored by the Board allowing the Company to engage in high-risk patent litigation for the second time without any downside protection. The Company has already lost a legal battle which ended in a settlement that permanently impaired the EXPAREL product. The Board's composition skews heavily toward R&D and clinical and medical backgrounds, which prioritize speculative innovation over risk management and disciplined capital allocation. Pacira's Board possesses a single member who is a former CFO of a biotech firm, where they oversaw persistent net losses and cash burn. Further, the Board's independence is compromised by its lucrative compensation – nearly 2x that of the average Board compensation of other publicly-traded mid-caps – which rewards presence over performance, creating a fundamental conflict of interest with shareholders.23
We are also concerned that the Company continues to renominate certain incumbent directors notwithstanding questions about whether they have demonstrated the level of engagement and accountability stockholders should expect. For example, we believe Governor
Based on what we believe to be a reasonable assessment of the risks involved, the Company must urgently evaluate strategic alternatives for EXPAREL, including a potential strategic exit. The failure to meaningfully consider this option reflects a breakdown in strategy and Board oversight with respect to the Company's most critical asset. Our DOMA Nominees will advocate for a value-maximizing strategic alternative, including a strategic exit, designed to deliver tangible and imminent returns to fellow shareholders.
Given these facts and circumstances, we believe that Pacira, if left unchecked, will continue its current value-destroying behavior unless representatives of the stockholders are seated on the Board. We stockholders must act together to prevent further value destruction.
OUR HIGHLY QUALIFIED NOMINEES
We believe that the three DOMA Nominees,
DOMA's Nominees will bring fresh, independent perspectives and rigorous scrutiny to the Board's actions and decision-making over the past several years, ensuring the right questions are asked and that proper controls are in place. Critically, our Nominees will pursue every option to serve the best interests of the Company and its stockholders, including a fundamental reassessment of the Company's strategic direction and investigation into prior Board actions and decision-making. That reassessment will encompass a potential sale of the Company, which would provide stockholders with a certain pathway to value realization, rather than leaving them hostage to binary litigation outcomes and the implications of an unpredictable appellate timeline. The DOMA Nominees are committed to rescuing the Company from the perilous position in which the current Board has placed it and to ensuring that stockholder interests are finally put first.
Our action plan would involve removing the current CEO and appointing an Interim CEO to assist with the sales process. The DOMA Nominees would form a subcommittee on the Board to oversee a potential sales process and, at the conclusion of that process, would ensure that shareholders vote on any potential sale, rather than leaving the decision up to the Board.
The current Board cannot be trusted to put shareholders' interests ahead of their own and they cannot be allowed to decide how the Company handles the risks it faces – risks the Company still refuses to fully acknowledge. We believe Pacira's stakeholders should be the ones who decide what happens to the Company they own. The process for exploring a potential sale of the business must be fully transparent and the only way to ensure that transparency is to nominate Board members who are there to uphold their duty to shareholders.
WE STRONGLY RECOMMEND THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE DOMA NOMINEES ON THE WHITE PROXY CARD INCLUDED IN THE DOMA PROXY STATEMENT.
If you have questions or need assistance voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc. toll-free at 1-800-322-2885 or via email at [email protected].
Sincerely,
DOMA Perpetual Capital Management LLC
Contact:
DOMA Perpetual Capital Management LLC
[email protected]
or
MacKenzie Partners, Inc.
[email protected]
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
DOMA Perpetual Capital Management LLC, a
DOMA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are DOMA, DOMA1 LLC, a
As of the date hereof, DOMA LO Master directly beneficially owns 1,965,775 shares of Common Stock, par value
Disclaimer
This press release and the attached letter have been prepared by DOMA. The views expressed herein reflect the opinions of DOMA and are based on publicly available information with respect to Pacira BioSciences, Inc. ("Pacira" or the "Company"). DOMA recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with DOMA's conclusions. DOMA reserves the right to change or modify any such views or opinions at any time and for any reason and expressly disclaims any obligation to correct, update, or revise the information contained herein or to otherwise provide any additional materials.
For the avoidance of doubt, this press release was not produced by any person that is affiliated with Pacira, nor was its content endorsed by Pacira. This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security nor as a recommendation to purchase or sell any security. One or more funds managed by DOMA currently beneficially own shares of the Company.
Some of the materials in this press release contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," "plan," "once again," "achieve," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on DOMA's current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of DOMA.
1 See Bloomberg Database, stock price as of as of
2 See e.g. See Pacira Biosciences, Form 10-K (filed
3 See "Pacira BioSciences Announces Settlement of
4 See Pacira Biosciences, Form 10-K (filed
5 See "Pacira BioSciences Reaffirms Commitment to Shareholder Value Creation" Press Release (
6 See Pacira Biosciences, Form 10-K (filed
7 See"BioSciences Announces Settlement of
8 See Pacira BioSciences Form 10-K (filed
9 See Pacira BioSciences Form 10-K (filed
10 See Pacira BioSciences Form 10-K (filed
11 See Bloomberg Database; Under
12 See "Pacira Announces New Five-Year Objectives to Accelerate Transition into an Innovative Biopharmaceutical Organization," Press Release (
13 See Pacira BioSciences Form 10-K (filed
14 See Pacira BioSciences Proxy Statement on Form DEF14A (filed
15 See Pacira BioSciences Proxy Statement on Form DEF14A (filed
16 See Pacira BioSciences Form 10-Q (filed
17 According to Bloomberg Database.
18 See the Company's 10-K filed on
19 See Pacira BioSciences Proxy Statement on Form DEF14A (filed
20 See Pacira BioSciences Press Releases (
21 See Pacira BioSciences Proxy Statement on Form DEF14A (filed
22 See Pacira BioSciences Proxy Statement on Form DEF14A (filed
23 See The BDO 600 2025 Study of Board Compensation Practices of 600 Mid-Market Public Companies.
i DOMA is acting as investment manager with respect to the shares beneficially owned by JTF, over which DOMA exercises discretionary investment and voting authority. JTF is not making or sponsoring the director nominations.
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