Item 1.01. Entry into a Material Definitive Agreement
Issuance of 12% Senior Secured Notes due 2020
Maturity and Payment
The Notes mature on
The Notes are unconditionally guaranteed, jointly and severally, by the Guarantors. The Notes and the guarantees of the Guarantors are secured by a continuing first-priority security interest in substantially all of the assets of the Company and the Guarantors related to Treximet®, other than inventory and certain inventory related assets, including accounts arising from the sale of the inventory.
The Company may redeem the Notes at its option, in whole at any time or in part from time to time, on any business day, on not less than 30 days' nor more than 60 days' prior notice provided to each holder's registered address. If such redemption is prior to
The Indenture contains covenants that limit the ability of the Company and the Guarantors to, among other things: incur certain additional indebtedness? pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock? repurchase, prepay or redeem certain indebtedness? make certain investments? create restrictions on the ability of the Guarantors to pay dividends to the Company or make other intercompany transfers? create liens? transfer or sell assets? consolidate, merge or sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. Upon the occurrence of certain events constituting a change of control, the Company is required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to the repurchase date.
Events of Default
The Indenture provides that an Event of Default (as defined in the Indenture) will occur if, among other things, (a) the Company defaults in any payment of interest on any Note when due and payable, and such default continues for a period of 30 days; (b) the Company defaults in the payment of principal of or premium, if any, on any Note when due and payable on the maturity date, upon declaration of acceleration or otherwise, or to pay the change of control repurchase price, when due and payable, and such default continues for a period of five days; (c) failure to make a repurchase offer in the event of a change in control when required under the Indenture, which continues for three business days; (d) the Company or any Guarantor fails to comply with certain covenants after receiving written notice from the Trustee or the holders of more than 25% of the principal amount of the outstanding Notes ; (e) the Company or any Guarantor defaults with respect to other indebtedness for borrowed money in excess of
A copy of the Indenture is filed herewith as Exhibit 4.1 and copies of the forms of the Notes are filed herewith as Exhibit 4.2 and such copies of the Indenture . . .
Item 2.01. Completion of Acquisition or Disposition of Assets
In connection with the closing under the Agreement, GSK assigned to Worrigan GSK's rights under the Product Development and Commercialization Agreement (the "PDC Agreement") between
In connection with the assignment of the PDC Agreement, Worrigan also paid
The foregoing descriptions of the Agreement and the Warrant are qualified in their entirety by reference to the Agreement and Warrant, which were filed hereto as Exhibit 2.1 and Exhibit 4.1, respectively, to the Company's Current Report on Form 8-K filed with the
The information contained in Item 1.01 concerning the Company's direct financial obligations under the Indenture and the Notes is hereby incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated
August 19, 2014, among Pernix Therapeutics Holdings, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee and as Collateral Agent 4.2 Forms of 12% Senior Secured Notes due 2020 (included in Exhibit 4.1) 4.3 First Supplemental Indenture, dated as of August 19, 2014, among Pernix Therapeutics Holdings, Inc.and Wilmington Trust, National Association, as Trustee. 4.4 Second Supplemental Indenture, dated as of August 19, 2014, among Pernix Therapeutics Holdings, Inc.and Wilmington Trust, National Association, as Trustee. 10.1 Amendment No. 3, dated as of August 19, 2014, among MidCap Funding IV, LLC, as Agent, Pernix Therepeutics Holdings, Inc.and the subsidiary guarantors identified therein. 10.2 Letter Agreement dated August 14, 2014among Pernix Therapeutics Holdings, Inc., Worrigan Limited, Glaxo Group, Limited, GlaxoSmithKline Intellectual Property Management Limited, GlaxoSmithKline Intellectual Property Holdings Limited, and GlaxoSmithKline, LLC99.1 Press release by Pernix Therapeutics Holdings, Inc.dated August 21, 2014. 4