Page 8 of 11 – SEC Filing
| CUSIP No. 71426V108 | SCHEDULE 13D | Page 9 of 11 |
Item 1. Security and Issuer.
This Amendment No. 2 to the Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Pernix Therapuetics Holdings, Inc., a Delaware corporation (the “Issuer”). This Amendment supplementally amends the initial statement on Schedule 13D, dated as of August 8, 2011 as previously amended by Amendment No. 1 on April 27, 2015. The address of the principal executive office of the Issuer is 10 North Park Place, Suite 201, Morristown, NJ 07960. The Schedule 13D is supplementally amended as follows.
This Amendment No. 2 is being filed to report the change in the number of shares beneficially owned by the Reporting Persons resulting from the Issuer’s reverse stock split described in Item 3 below and to report that the Reporting Persons have ceased to beneficially own more than 5% of the Common Stock of the Issuer due to dilution of their holdings from the issuance of additional shares of Common Stock by the Issuer.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows.
On October 13, 2016, the Issuer effected a reverse split of its Common Stock at a ratio of 1-for-10, resulting in (i) 2,000,000 shares of Common Stock previously reported as beneficially owned by the Reporting Persons being converted into 200,000 shares of Common Stock and (ii) the number of shares of Common Stock issuable upon conversion of the 4.25% Convertible Senior Notes due 2021 reported as beneficially owned by the Reporting Persons being converted from 218,008 shares of Common Stock to 21,809 shares of Common Stock.
Item 4. Purpose of Transaction.
No material change.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows.
(a) The aggregate percentage of shares of Common Stock reported as beneficially owned by each Reporting Person is based on 11,554,232 shares of the Issuer’s common stock, consisting of (i) 11,532,423 shares of the Issuer’s common stock issued and outstanding as of November 1, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017 and (ii) 21,809 shares of the Issuer’s common stock issuable upon the conversion of $2,500,000 aggregate principal amount of the Issuer’s 4.25% Convertible Senior Notes due 2021 beneficially owned by the Reporting Persons. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 221,809 shares of Common Stock, constituting approximately 1.9% of the outstanding shares of Common Stock.
(b) (i) Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 221,809 shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
(ii) By virtue of the relationships among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Messrs. Elms, Purcell and Schiff may be deemed to share the power to direct the voting and disposition of the 221,809 shares of Common Stock beneficially owned by the Reporting Persons.
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