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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Filed by the Registrant þ

Filed by a party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement o Confidential, for use of the Commission only

þ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))

o Definitive Additional Materials

o Soliciting Material under Rule 14a-12

Pernix Therapeutics Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and date of its filing.

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(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

PERNIX THERAPEUTICS HOLDINGS, INC.

Morristown, New Jersey 07960

You are cordially invited to join us at our 2016 Annual Meeting of Stockholders to be held at the Hyatt Morristown at Headquarters Plaza, 3 Speedwell Avenue, Morristown, New Jersey 07960, on May 26, 2016 at 10:00 a.m., local time. For directions to attend the meeting and vote in person, please visit our proxy website at https://www.iproxydirect.com/PTX.

The attached Notice of Annual Meeting and Proxy Statement describe the matters proposed by your Board of Directors to be considered and voted upon by our stockholders at the 2016 Annual Meeting.

Once again, we are taking advantage of the Securities and Exchange Commission’s Notice and Access proxy rule, which allows companies to furnish proxy materials via the Internet as an alternative to the traditional approach of mailing a printed set to each stockholder. We believe this approach provides you, as our stockholders, the proxy materials you need while reducing printing and postage costs associated with delivery and reducing the environmental impact of our Annual Meeting. In accordance with these rules, we have sent a Notice of Internet Availability of Proxy Materials to those stockholders who have not previously elected to receive a printed set of proxy materials. The Notice contains instructions on how to access our Proxy Statement and Annual Report to Stockholders, as well as how to vote online, by telephone, or in person at the 2016 Annual Meeting.

Your vote is important. Whether you own relatively few or a large number of shares of our stock, it is important that your shares be represented and voted at the Annual Meeting. Please vote your shares online or by telephone or, if you received a printed set of proxy materials by mail, by returning the accompanying proxy card. Further instructions on how to vote your shares can be found in our Proxy Statement.

Thank you for your support of our company.

Sincerely, Douglas Drysdale Chairman of the Board and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2016 Annual Meeting of the Stockholders of Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Company”), will be held at the Hyatt Morristown at Headquarters Plaza, 3 Speedwell Avenue, Morristown, New Jersey 07960, on May 26, 2016 at 10:00 a.m., local time, to vote upon the following matters:

to elect four directors for a term of one year;
to approve, on an advisory basis, our executive compensation as disclosed in the attached proxy statement (“say-on-pay”);
to ratify the selection of Cherry Bekaert L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;
to consider a stockholder proposal concerning majority voting in uncontested elections of directors of the Company, if properly presented at the meeting; and
to transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

Only stockholders of record at the close of business on April 1, 2016 are entitled to notice of, and to vote at, the 2016 Annual Meeting.

Once again, instead of mailing a printed copy of our proxy materials (including our annual report) to each stockholder of record, we have decided to provide access to these materials via the Internet. This delivery method reduces the amount of paper necessary to produce these materials, as well as the costs associated with printing and mailing these materials to all stockholders. Accordingly, on April 15, 2016, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of April 1, 2016 and posted our proxy materials on our website as described in the Notice. As explained in greater detail in the Notice, all stockholders may access our proxy materials on our website or may request a printed set of our proxy materials. In addition, the Notice and website provide information on how to request to receive all future proxy materials in printed form or electronically.

Your vote is important. If you are unable to attend in person and wish to have your shares voted, please vote as soon as possible, whether online, by telephone, or by returning a proxy card sent to you in response to your request for printed proxy materials.

By Order of the Board of Directors Douglas Drysdale Chairman of the Board and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF OUR PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 26, 2016.

This proxy statement is available at https://www.iproxydirect.com/PTX

Q: Why am I receiving these proxy materials?
A: You are receiving these proxy materials because you owned shares of common stock of our company, Pernix Therapeutics Holdings, Inc. (the “Company”), at the close of business on April 1, 2016, and, therefore, are eligible to vote at the Company’s 2016 annual meeting of stockholders (the “Annual Meeting”). Our board of directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting.
Q: Why did I receive the one-page Notice of Internet Availability of Proxy Materials?
A: Since we are providing proxy materials to you primarily online, instead of mailing printed copies to each owner of our common stock, you received a one-page Notice of Internet Availability of Proxy (the “Notice”). The Notice was mailed to stockholders beginning April 15, 2016 and it directs you to a website where you can view our proxy materials, including this proxy statement and our annual report. If you would like to obtain a paper copy of the proxy materials, including our annual report, please follow the instructions on the Notice.
Q: On what matters will I be voting?
A: At the Annual Meeting, our stockholders will be asked (1) to elect four directors to each serve a one-year term; (2) to approve, on an advisory basis, our executive compensation as disclosed in this proxy statement (the “say-on-pay” vote); (3) to ratify the appointment of Cherry Bekaert L.L.P., an independent registered public accounting firm, as our independent auditor for the fiscal year ending December 31, 2016 and (4) to consider a shareholder proposal concerning majority voting in uncontested elections of directors of the Company, if properly brought before the meeting.
Q: Could other matters be considered and voted upon at the Annual Meeting?
A: Our Board does not expect to bring any other matter before the Annual Meeting and is not aware of any other matter that may be considered at the Annual Meeting. In addition, pursuant to our bylaws, the time has elapsed for any stockholder to properly bring a matter before the Annual Meeting. However, if any other matter does properly come before the Annual Meeting, the proxy holders will vote the proxies as the Board may recommend.
Q: Where and when will the Annual Meeting be held?
A: The Annual Meeting will be held at the Hyatt Morristown at Headquarters Plaza, 3 Speedwell Avenue, Morristown, New Jersey 07960, on May 26, 2016 at 10:00 a.m., local time.
Q: Who is soliciting my proxy?
A: Our Board is soliciting your proxy to vote at the Annual Meeting. By completing and returning a proxy card, you are authorizing the proxy holder to vote your shares at the Annual Meeting as you have instructed.
A: Each holder of common stock is entitled to one vote, in person or by proxy, for each share of our common stock held of record on the record date.
Q: How many votes can be cast by all stockholders?
A: Our common stock is the only class of security outstanding and entitled to vote at the Annual Meeting. As of the record date, we had 63,899,549 shares of common stock outstanding, each of which is entitled to one vote.
Q: How many shares must be present to hold the Annual Meeting?
A: Our bylaws provide that 50% of the total number of shares of common stock outstanding constitutes a quorum and must be present in person or by proxy to conduct a meeting of our stockholders.
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A: If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the “stockholder of record.” The Notice has been directly sent to you by us. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” The Notice has been forwarded to you by your broker, bank, or nominee who is considered, with respect to those shares, the stockholder of record. If you are a beneficial owner, you have the right to direct your broker, bank, or nominee how to vote your shares by following the instructions that they have included with these proxy materials.
Q: How do I vote?
A: You may vote using any of the following methods:
In person at the Annual Meeting : You may vote in person at the Annual Meeting, either by attending the Annual Meeting yourself or authorizing a representative to attend the Annual Meeting on your behalf. You may also execute a proper proxy designating that person. If you are a beneficial owner of shares held in street name, you must obtain a proxy from your broker, bank, or nominee naming you as the proxy holder and present it to the inspectors of election with your ballot when you vote at the Annual Meeting.
Other ways to vote : You may also vote online or by telephone as instructed on the Notice, or by returning a proxy card or voting instruction form sent to you in response to your request for printed proxy materials.
Q: Once I deliver my proxy, can I revoke or change my vote?
A: Yes. You may revoke or change your proxy at any time before it is voted by giving a written revocation notice to our corporate secretary, by delivering timely a proxy with a later date, or by voting in person at the Annual Meeting.
Q: Can my shares be voted if I do not return the proxy card and do not attend the Annual Meeting in person?
A: If you are a stockholder of record and do not vote the shares held in your name, your shares will not be voted. However, the Company may vote your shares if you have returned a blank or incomplete proxy card (see “What happens if I return a proxy card without instructions?” below regarding record holders).
If you are the beneficial owner of shares held in street name and you do not provide voting instructions to your broker, bank, or nominee, your shares will not be voted on any proposal for which your broker does not have discretionary authority to vote (a “broker non-vote”). Brokers generally have discretionary authority to vote shares held in street name on “routine” matters but not on “non-routine” matters. The proposal to ratify the appointment of the independent auditor is generally considered a “routine” matter, while each of the proposal to elect directors, the say-on-pay vote and the shareholder proposal concerning majority voting in uncontested elections of directors of the Company, if properly presented, is a “non-routine” matter.
Q: What happens if I submit a proxy without voting instructions?
A: ● Record holders : If you are a stockholder of record and return a proxy card without voting instructions, your shares will be voted (1) FOR each of the four director nominees, (2) FOR approval of our executive compensation as disclosed in this proxy statement, (3) FOR the ratification of the appointment of Cherry Bekaert L.L.P. as our independent auditor for the fiscal year ending December 31, 2016 and (4) AGAINST the shareholder proposal concerning majority voting in uncontested elections of directors of the Company, if properly presented.
● Street holders : If you are a beneficial owner of shares and do not give voting instructions to your broker, bank, or nominee, they will only be entitled to vote your shares with respect to “routine” items, such as the proposal to ratify the appointment of the independent auditor.
Q: What are my voting options for each proposal? How does the Board of Directors recommend that I vote? How many votes are required to approve each proposal? How are votes counted?
A: The following chart explains what your voting options are with regard to each matter proposed in this proxy statement, how our Board recommends that you vote, and what vote is required for that proposal to be approved:
Proposal Your Voting Options Recommendation of the Board of Directors Vote Required for Approval
Election of Directors You may vote “FOR” all nominees, “AGAINST” all nominees, or “FOR” all but one or more nominees. The Board recommends you vote “FOR” all four nominees. plurality of the votes cast
Say-on-Pay (advisory) You may vote “FOR” or “AGAINST” this proposal or you may “ABSTAIN” from voting. The Board recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement. affirmative vote of a majority of the votes cast
Ratification of Selection of Auditors for 2016 You may vote “FOR” or “AGAINST” this proposal or you may “ABSTAIN” from voting. The Board recommends that you vote “FOR” ratification of our selection of Cherry Bekaert L.L.P. as our independent registered public accounting firm for 2016. affirmative vote of a majority of the votes cast
Shareholder Proposal You may vote “FOR” or “AGAINST” this proposal or you may “ABSTAIN” from voting. The Board recommends that you vote “AGAINST” the shareholder proposal affirmative vote of a majority of the votes cast
Any Other Matters . Any other matters coming before the Annual Meeting will be decided by the affirmative vote of a majority of the votes cast, except as otherwise provided by statute, regulation, or our articles of incorporation or bylaws.
Q: What effect do abstentions and broker non-votes have on each proposal?
A: Because director elections will be decided by plurality vote, abstentions and broker non-votes have no effect on either of those proposals. Abstentions and broker-non votes are not considered “votes cast.” Therefore, with regard to the approval of the say-on-pay vote, the ratification of auditors and the shareholder proposal concerning majority voting in uncontested elections of directors of the Company, abstentions and broker non-votes will reduce the number (but not the percentage) of affirmative votes needed to pass the proposal.
Q: Who pays for soliciting proxies?
A: We are paying for all costs of soliciting proxies. Our directors, officers, and employees may request the return of proxies by mail, telephone, Internet, telefax, telegram, or personal interview. We are also requesting that banks, brokerage houses, and other nominees or fiduciaries forward the soliciting material to their principals and that they obtain authorization for the execution of proxies. We will reimburse them for their expenses.
Q: What happens if the Annual Meeting is postponed or adjourned?
A: Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy at any time until it is voted.
Q: How can stockholders present proposals for inclusion in our proxy materials relating to our 2017 annual meeting?
A: Any stockholder who wishes to present a proposal for inclusion in our proxy materials relating to our 2017 annual meeting must give us notice in advance of the meeting in accordance with Rule 14a-8(e) as promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This rule requires that notice must be received by our corporate secretary at our principal executive offices no later than January 8, 2017, although this date will change if the date of our 2017 annual meeting is 30 calendar days earlier or later than the aniversary date of this year's annual meeting. Our principal executive offices are located at 10 North Park Place, Suite 201, Morristown, New Jersey 07960. All stockholder proposals and recommendations for nomination for director must comply with Article III of our bylaws in order to be eligible for consideration at a stockholders’ meeting. Any individual recommended by a stockholder as a candidate for director must satisfy the director qualification requirements contained in Article IV of our bylaws in order to serve as a member of our Board. Stockholders should refer to the bylaws for a complete description of the requirements. Our bylaws are filed with the SEC and also may be obtained as described under “Corporate Governance – Availability of Corporate Governance Documents.”

Section 16(a) of the Exchange Act, as amended, requires our directors and officers, and persons who own more than ten percent of our common stock, to file initial reports of ownership and changes in ownership with the SEC. Directors and officers and stockholders owning more than ten percent of our common stock are required by the SEC to furnish us with copies of all reports filed pursuant to Section 16(a).

Based on our review of Section 16(a) reports filed by or on behalf of our directors, officers, and stockholders owning greater than ten percent of our common stock, or written representations that no filings were required, we believe that all such required reports were filed on a timely basis during fiscal year 2015.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 31, 2016, by:

our named executive officers;
each of our directors/director nominees;
all of our current directors and executive officers as a group; and
each stockholder known by us to own beneficially more than five percent of our common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of March 31, 2016, pursuant to derivative securities, such as options, warrants or restricted stock units, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on an aggregate of 63,899,549 shares of common stock outstanding as of March 31, 2016.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer is: c/o Pernix Therapeutics Holdings, Inc., 10 North Park Place, Suite 201, Morristown, NJ 07960.

Beneficial Owner Number of Shares of Common Stock Beneficially Owned Percentage of Common Stock Beneficially Owned
Doug Drysdale (1) 698,911 1.09 %
Sanjay Patel (2) 132,000 *
Rick Shalaby (3) 112,500 *
Terrence Novak 250,000 *
Barry Siegel (4) 117,500 *
Steve Elms (5) 2,238,008 3.50 %
Tasos Konidaris (6) 20,000 *
John Sedor (7) 20,000 *
All executive officers and directors as a group (8 persons) (8) 3,588,919 5.62 %
Five Percent Stockholders
Broadfin Capital, LLC(13) 6,090,829 9.53 %
Bracebridge Capital LLC (9) 4,078,735 6.38 %
Cetus Capital, LLC (10) 4,037,822 6.32 %
Morgan Stanley (11) 5,182,617 8.11 %
venBio Select Advisor LLC (12) ( 5,144,916 8.05 %
Stonepine Capital, L.P. (14) 3,739,079 5.85 %
James E. Smith, Jr. (15) 3,501,704 5.48 %
Cooper C. Collins (16) 3,526,571 5.52 %
* Represents beneficial ownership of less than 1% of the shares of common stock.
(1) Consists of 105,161 shares of common stock and options to purchase 593,750 shares of common stock that are either currently exercisable or are exercisable within 60 days of March 31, 2016.
(2) Consists of 7,000 shares of common stock and options to purchase 125,000 shares of common stock that are either currently exercisable or are exercisable within 60 days of March 31, 2016.
(3) Consists of options to purchase 112,500 shares of common stock that are either currently exercisable or are exercisable within 60 days of March 31, 2016.
(4) Consists of 5,000 shares of common stock and options to purchase 112,500 shares of common stock that are either currently exercisable or are exercisable within 60 days of March 31, 2016.
(5) Based on Amendment No. 1 to a joint Schedule 13D filed with the SEC on April 27, 2015 by the following: Aisling Capital III, LP, Aisling Capital Partners III, LP (its general partner) and Aisling Capital Partners III, LLC (the general partner of Aisling Capital Partners III, LP), each of which may be deemed to have sole voting and dispositive power over 2,218,008 shares; Dennis Purcell (the managing member of Aisling Capital Partners III, LLC), and two other principals, Steven Elms and Andrew Schiff, each of which may be deemed to have shared voting and dispositive power of 2,218,008 shares. This amount also includes options to purchase 10,000 shares of common stock held by Mr. Elms for the benefit of Aisling Capital LLC (Mr. Elms disclaims beneficial ownership of these securities) for board services rendered by Mr. Elms and 10,000 shares of common stock held by Mr. Elms for the benefit of Aisling Capital LLC (Mr. Elms disclaims beneficial ownership of these securities) for board services rendered by Mr. Elms.
(6) Consists of options to purchase 20,000 shares of common stock that are either currently exercisable or are exercisable within 60 days of March 31, 2016.
(7) Consists of options to purchase 20,000 shares of common stock that are either currently exercisable or are exercisable within 60 days of March 31, 2016.
(8) Consists of 2,595,169 shares of common stock and options to purchase 993,750 shares of common stock that are either currently exercisable or are exercisable within 60 days of March 31, 2016.
(9) Based on a joint Schedule 13G filed with the SEC on April 27, 2015 by the following: (a) Bracebridge Capital, LLC, which has sole voting and dispositive power over 4,078,735 shares , (b) FFI Fund Ltd., which has sole voting and dispositive power over 2,682,554 shares, (c) FYI Ltd., which has sole voting and dispositive power over 423,561 shares, (d) Olifant Fund, Ltd., which has sole voting and dispositive power over 423,561 shares, (e) Strongbow Fund Ltd., which has sole voting and dispositive power over 313,748 shares, (f)Value Recovery Fund Limited, which has sole voting and dispositive power over 235,311 shares and (f) Nancy Zimmerman and Gabriel Sunshine, which together have shared voting and dispositive power over 4,078,735 shares. The address for each of these reporting persons is 500 Boylston Street, 17th Floor, Boston, Massachusetts 02116.
(10) Based on Amendment No. 1 to a joint Schedule 13D filed with the SEC on August 12, 2015 by (a) Cetus Capital III, L.P., which has sole voting and dispositive power over 183,959 shares, (b) Cetus Capital II, LLC, which has sole voting and dispositive power over 2,717,866 shares (c) Littlejohn Opportunities Master Fund LP, which has sole voting and dispositive power over 744,660 shares, and (d) SG Distressed Fund, LP, which has sole voting and dispositive power over 391,337 shares. The address for each of the reporting persons is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.
(11) Based on Amendment No. 1 to a joint Schedule 13G filed with the SEC on February 5, 2016 by Morgan Stanley and Morgan Stanley Capital Services LLC. Morgan Stanley is deemed to have sole voting power of 5,157,843 shares, shared voting of 21,574 shares and shared dispositive power of 5,182,617 shares; and Morgan Stanley Capital Services LLC is deemed to have sole voting power of 5,135,807 shares and shared dispositive power of 5,135,807 shares. The address for Morgan Stanley is 1585 Broadway, New York, NY 10036.
(12) Based on a Schedule 13G filed with the SEC on February 12, 2016 by venBio Select Advisor LLC which is deemed to have sole voting and dispositive power of 5,144,916 shares. venBio Select Advisor LLC provides investment advisory and management services and has acquired the securities for investment purposes on behalf of venBio Select Fund LLC, venBio Select Fund Ltd., and certain managed accounts. The address for venBio Select Advisor LLC is 1700 Owens Street, Suite 595, San Francisco, CA 94158.
(13) Based on Amendment No. 1 to a joint Schedule 13G filed with the SEC on March 8, 2016 by the following: Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd., and Kevin Kotler, each of whom is deemed to have shared voting and shared dispositive power of 6,090,082 shares. The address for Broadfin Capital, LLC and Kevin Kotler is 300 Park Avenue, 25 th Floor, New York, New York 10022 and the address for Broadfin Healthcare Master Fund, Ltd. is 20 Genesis Close, Ansbacher House, Second Floor, P.O. Box 1344, Grand Cayman KY1-1108, Cayman Islands.
(14) Based on a Schedule 13G filed with the SEC on March 24, 2016 by Stonepine Capital, L.P. which is deemed to have sole voting and dispositive power of 3,739,079 shares. Stonepine Capital Management, LLC is the general partner and investment adviser of Stonepine Capital, L.P. Jon M. Plexico and Timothy P. Lynch are the control persons of Stonepine Capital Management, LLC. The address for Stonepine Capital, L.P. is P.O Box 250, Bend, OR 97709.
(15) Based on a Form 4 filed with the SEC on May 21, 2014 by Mr. Smith. The number of shares reported as beneficially owned by him include 3,200 shares held by his daughter. Mr. Smith’s address is 700 Camp Street, New Orleans, LA 70130.
(16) Based on a Form 4 filed with the SEC on April 2, 2014 by Mr. Collins. The number of shares reported as beneficially owned by him include (a) 245,163 shares held by his wife, (b) 390,681 shares that are held in a grantor retained annuity trust for the benefit of his wife and children, and (c) 390,681 shares that are held in a grantor retained annuity trust for the benefit of himself and his children. The address for Mr. Collins is 33219 Forest West Drive, Magnolia, TX 77354.

Our bylaws provide that the number of directors shall be fixed from time to time by resolution of our Board, and by resolution the Board has set the number of directors at four. The current term of office of all four of our directors expires at our Annual Meeting. At the recommendation of our Nominating Committee, our Board has re-nominated each of our current directors to serve a new term of office expiring at our 2017 annual meeting of stockholders or until his successor is duly elected and qualified.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the nominees named below. Each director nominee has indicated that he is willing and able to serve if elected. In the event that any nominee is unable or declines to serve as a director at the time of our meeting, the proxies will be voted for any nominee designated by our current Board to fill the vacancy. Under our bylaws, directors are elected by plurality vote.

The following table sets forth certain information regarding our nominees for election as directors, including whether each has been determined by our Board to be “independent” as defined by the listing standards of The NASDAQ Stock Market, LLC (“NASDAQ”), his age, and how long he has served as a director of our Company.

Name & Age Director Since Independent
Douglas Drysdale, 46 2014 No
Steven A. Elms, 52 2011 Yes
Tasos G. Konidaris, 50 2014 Yes
John A. Sedor, 71 2014 Yes

Biographic information for each director nominee is detailed below under “Biographies of Director Nominees.” Each director nominee’s biography contains information regarding that person’s service as a director, business experience, other directorships held currently or at any time during the last five years, and the experiences, qualifications, attributes, or skills that led the Nominating Committee and our Board to determine that the person should serve as a director for our Company.

Director Nominations and Considerations

The Nominating Committee has established the following minimum qualifications that any prospective director nominee must satisfy before the Committee will recommend his or her nomination to our Boa

Director nominees should have a reputation for integrity, honesty and adherence to high ethical standards.
Director nominees should have experience and the ability to exercise sound judgment in matters that relate to the current and long-term objectives of our Company and should be willing and able to contribute positively to the decision-making process of our Company.
Director nominees should have a commitment to understand our Company and its industry and to regularly attend and participate in meetings of our Board and its committees.
Director nominees should have the interest and ability to understand and consider the sometimes conflicting interests of the various constituencies of our Company, which include stockholders, employees, customers, governmental units, creditors and the general public, while remaining focused on acting in the interests of our stockholders.
Director nominees should not have, nor appear to have, a conflict of interest that would impair the director nominee’s ability to represent the interests of our stockholders and to fulfill the responsibilities of a director.

In addition to these minimum qualifications, the Nominating Committee will only recommend a director nominee to our Board if, following the election or appointment of that nominee:

A majority of the Board of Directors will be independent under NASDAQ listing rules.
Each of the Audit, Compensation and Nominating Committees of the Board of Directors will be comprised entirely of independent directors.
At least one member of the Audit Committee will have the experience, education, and other qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC.

Please see “The Board of Directors and Board Committees – Director Independence and Board Leadership Structure” for more information regarding the determination of director independence.

Consideration of Candidates Recommended by Stockholders

Our Board is open to suggestions from our stockholders on candidates for election to the Board. All nominations of candidates for election as directors must comply with Article III of our bylaws, which are on file with the SEC and available as described under “Corporate Governance – Availability of Corporate Governance Documents.” To serve as a member of our Board, nominees must satisfy the director qualification requirements detailed in Article IV of our bylaws as well as any established by the Nominating Committee (current qualifications are detailed above under “Director Nominations and Considerations”). The Nominating Committee’s policy is to consider director candidates recommended by stockholders on the same basis and in the same manner as it considers all other director candidates.

A stockholder may nominate a candidate for election as a director by sending the information relating to such person that is required to be disclosed in solicitation of proxies for the election of directors that is required by Regulation 14A promulgated under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director.

The information should be sent to the committee addressed as follows: Corporate Secretary, Pernix Therapeutics Holdings, Inc., 10 North Park Place, Suite 201, Morristown, New Jersey 07960. In accordance with our bylaws, the nomination must be delivered, by personal delivery or first class mail, to this address (our principal executive offices), and must be received no earlier than 120 days prior and no later than 90 days prior to the anniversary date of the previous year’s annual meeting.

In choosing our directors, we have sought persons with the highest personal and professional ethics, integrity, and values, who can commit themselves to representing the long-term interests of our stockholders. Our directors must also have an inquisitive and objective perspective, practical wisdom, and mature judgment. Our directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on our Board for an extended period of time. In addition to these attributes, each of our directors has a strong and unique background and experience that led us to conclude that he should serve as a director of our Company. These qualifications are set forth below in each director’s biography. Additionally, in determining the composition of our Board, we consider the director independence and committee requirements of NASDAQ listing rules and all legal requirements.

Douglas L. Drysdale. Mr. Drysdale was appointed as the Company’s Chief Executive Officer and as Chairman of the Board of Directors on February 4, 2014. Prior to that time, Mr. Drysdale had been the Chief Executive Officer of Alvogen, Inc., a global leader in pharmaceuticals, from 2008 to 2013. Prior to Alvogen, Mr. Drysdale helped build Actavis, a multinational pharmaceutical company, as head of mergers and acquisitions and a member of the executive board, spearheading specialty acquisitions such as Sindan (oncology) and Abrika (CR formulations). Prior industry leadership positions also include Vice President of Global Business Development with Alpharma, Inc.; Global Licensing with Forest Laboratories, Inc.; Executive Vice President and Co-Founder with Alkensa, Inc., and Director Business Development with Elan Corp, plc. Mr. Drysdale received a Bachelor of Science degree from University of East Anglia, UK in Biological Sciences.

● Pharmaceutical company senior management

● Extensive experience with growth through acquisition in the pharmaceutical industry

● Head of business development and licensing at large pharmaceutical companies

Steven A. Elms. Mr. Elms has served as an independent director of the Company since his appointment in 2011 and serves as the Chairman of the Nominating Committee. He also serves on the Company’s Audit and Compensation Committees. Mr. Elms is currently a Managing Partner at Aisling Capital, a leading private equity fund investing in life science companies. Previously, he was a senior member of the Life Sciences Investment Banking Group of Hambrecht & Quist and was involved in over 60 financing and M&A transactions, which helped clients raise in excess of $3.3 billion in capital. Mr. Elms has been a director of Loxo Oncology, Inc. since July 2013. He received an M.B.A. from the Kellogg Graduate School of Management at Northwestern University, and a B.A. in Human Biology from Stanford University.

John A. Sedor. Mr. Sedor has served as an independent director of the Company and also as the Chairman of the Compensation Committee since his appointment in 2014. He also serves on the Company’s Nominating and Audit Committees. Mr. Sedor has been Chairman and Chief Executive Officer of SEDOR Pharmaceuticals, LLC since 2014 and served as President and CEO and a director of Cangene Corporation, a fully integrated developer and manufacturer of immune therapeutics until its acquisition by Emergent Biosolutions from 2011 until February 2014. Prior to that, from 2008 until 2011, Mr. Sedor served as Chief Executive Officer and President of CPEX Pharmaceuticals since its spin-off from 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...


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