Page 6 of 10 – SEC Filing
This Amendment No. 2 to Schedule 13D (Amendment No. 2) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) on March 3, 2014, as amended by Amendment No. 1 thereto filed with the SEC on August 12, 2015 (together with this Amendment No. 2, this statement) relating to shares of common stock, par value $0.01 per share (the Shares) of Pernix Therapeutics Holdings, Inc., a Maryland corporation (the Issuer). Items 2, 3, and 5 are hereby amended and supplemented as set forth below.
Item 2. Identity and Background
(a) This statement is filed by the individuals and entities listed below, all of whom together are referred to herein as the Reporting Persons.
(i) Cetus Capital III, L.P., a Delaware limited partnership (Cetus III), whose general partner is Littlejohn Associates V, L.L.C., a Delaware limited liability company (Littlejohn V).
(ii) Cetus Capital II, LLC, a Delaware limited liability company (Cetus II), is a single member LLC whose only member is Littlejohn Fund IV, L.P., a Delaware limited partnership, and whose manager is Littlejohn Managers LLC, a Delaware limited liability company.
(iii) Littlejohn Opportunities Master Fund LP, a Cayman Islands limited partnership (Littlejohn Opportunities Master Fund), whose general partner is Littlejohn Opportunities GP LLC, a Delaware limited liability company.
(iv) SG Distressed Fund, LP, a Delaware limited partnership (SG Distressed Fund), whose general partner is Littlejohn Opportunities GP.
(b) The address of the principal business office of each of the Reporting Persons is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.
(c) Cetus III, Cetus II, Littlejohn Opportunities Master Fund and SG Distressed Fund are private investment vehicles engaged in investing in debt and equity instruments.
(d) (e) During the last five years, none of the Reporting Persons or, to their knowledge, any of the directors or executive officers of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f) Cetus III is a Delaware limited partnership. Cetus II is a Delaware limited liability company. Littlejohn Opportunities Master Fund is a Cayman Islands limited partnership. SG Distressed Fund is a Delaware limited partnership.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented by adding the following additional disclosure:
A total of approximately $968,811.28 was paid for the 331,648 Shares purchased on the open market since August 6, 2015, the date of the Reporting Persons most recent Schedule 13D amendment.
Item 5. Interest in Securities of the Issuer
(a) (b) The information contained on the cover page of this statement is hereby incorporated by reference.
All calculations of percentage ownership in this statement are based on 61,127,615 shares outstanding as of March 3, 2016, as reported in the Issuers annual report on Form 10-K filed with the SEC on March 10, 2016. As of the date hereof, the Reporting Persons are the beneficial owners of 3,165,444 Shares, which constitutes 5.18% of the Issuers outstanding shares of common stock. Cetus III has the sole power to vote and sole power to dispose of
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