November 6th: On June 7, 2013, Pernix Therapeutics Holdings, Inc. (the "Company") received a letter from NASDAQ indicating that the Company presently fails to comply with the audit committee composition requirement for continued listing set forth in NASDAQ Marketplace Rule 5605 which requires that the Audit Committee be comprised of at least three independent directors. This was due to the resignation on May 10, 2013 of Michael Pearce as a member of the Audit Committee upon his appointment as the Company's Chief Executive Officer since he was no longer considered independent for purposes of serving on the Audit Committee. In accordance with NASDAQ Marketplace Rule 5605, the NASDAQ Stock Market LLC has provided the Company with a cure period to regain compliance until November 6, 2013. The Company is actively seeking a qualified Audit Committee member to serve as its third member in order to cure this deficiency. If the Company is unable to identify a candidate to serve as an independent member of the Audit Committee by the end of the cure period, the Company could be delisted from the NASDAQ Stock Market at such time. December 15: Purchase Agreement Amendment Effective December 28, 2012, Pernix Therapeutics Holdings, Inc., a Maryland corporation (the "Company), entered into the First Amendment to Securities Purchase Agreement (the "Purchase Agreement Amendment") with Cypress Pharmaceuticals, Inc., a Mississippi corporation ("Cypress"), all of the stockholders of Cypress (the "Sellers"), and for limited purposes set forth therein, an individual as agent of the Sellers, to amend certain terms of the Securities Purchase Agreement (the "Purchase Agreement") between the Company, on the one hand, and Cypress and the Sellers, on the other hand, dated November 13, 2012. The Purchase Agreement Amendment amends the Purchase Agreement to, among other things, provide for an aggregate purchase price of up to $102 million, consisting of $52 million in cash, 4,427,084 shares of common stock of the Company having an aggregate market value equal to approximately $34.0 million based on the volume-weighted average price per share as reported on the NYSE MKT LLC for the thirty (30) trading days ending November 12, 2012 (the "Stock Consideration"), $5.5 million (the "Holdback Payment") payable in cash on December 15, 2013 (the "Holdback Date"), $4.5 million in cash to be deposited in escrow on the Holdback Date and $5 million in shares of common stock of the Company (the "Milestone Shares") payable upon the occurrence of a milestone event and valued as of the date that such milestone occurs. The Holdback Payment may increase to $6.5 million in the event that Cypress' gross sales for 2013 increase by 10% or more over 2012. January 1st: With respect to the Stock Consideration, the Company also granted a put right such that the Sellers may put such shares to the Company at approximately $5.38 per share, with such put being exercisable from January 1, 2014 until January 31, 2014.
Seems like a pretty serious "joke" to me. One that appears to have quite a few folks, quite nervous. You sound like a disgruntled HAW rep. Let me ask you, were you this worried about your job this time last year? The year before? Before that? Who took better care of you, Max or Coop?
Ha, how is Max the "idiot" here? Sounds to me like Max did a great job protecting himself. Only problem is, he might have received an "IOU" that can't be cashed.
And we've hit the dollar menu the hilarious part of the stock dropping is you can now buy pernix for 50 million less than what coop spent on cypress, hawthorn, and silenor. Solid work coop