SEC Filings

PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019
Entire Document


Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On February 22, 2019, the Company received a letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined that the Company’s common stock will be delisted from Nasdaq.


In the Notice, Nasdaq stated that it reached its decision based on the following factors: (i) the Company’s announcement that the Company filed for protection under Chapter 11 of the U.S. Bankruptcy Code (the “Filing”), and associated public interest concerns raised by the Filing; (ii) concerns regarding the residual equity interest of the existing listed securities holders; and (iii) concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq, including Nasdaq Listing Rules 5450(b)(1)(c) and 5450(a)(1). As previously disclosed, on October 17, 2018, Nasdaq notified the Company that its market value of publicly held shares had closed below $15,000,000 for 30 consecutive trading days, and accordingly, that it did not comply with Nasdaq Listing Rule 5450(b)(1)(c). Two days later, on October 19, 2018, Nasdaq also notified the Company that the bid price of its common stock had closed below $1 per share for 30 consecutive trading days, and that it also did not comply with Listing Rule 5450(a)(1).


Unless the Company requests an appeal of Nasdaq’s delisting determination, trading of the Company’s common stock will be suspended at the opening of business on March 4, 2019, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s common stock from listing and registration on Nasdaq. At this time, in light of Nasdaq’s continued listing requirements, including the Nasdaq Listing Rules 5450(b)(1)(c) and 5450(a)(1) and the Company’s non-compliance therewith, the early status of the Filing and the demands the Filing has posed on the Company’s resources, and the low likelihood of success in an appeal, the Company does not expect to appeal Nasdaq’s determination to delist the Company’s common stock.


The Company cautions that trading in the Company’s common stock during the pendency of the Filing is highly speculative and poses substantial risks. Trading prices for the Company’s common stock bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 Cases.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits


Exhibit No.   Description
10.1   DIP Credit Agreement, dated February 22, 2019, among Pernix Therapeutics Holdings, Inc., as borrower, the lenders named therein and Cantor Fitzgerald Securities, as administrative agent.