UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1530, 2019

PERNIX THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Maryland	001-14494	33-0724736
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction)	(Commission File Number)	(IRS Employer Identification No.)

10 North Park Place, Suite 201, Morristown, NJ		07960
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 793-2145

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection 12(b) ~~Material~~of ~~Definitive~~the ~~Agreement.~~Act:

As previously announced, on February 18, 2019, Pernix Therapeutics Holdings, Inc. (“Pernix” or the “Company”) and Pernix’s wholly-owned subsidiaries filed voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”).

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	PTX	N/A

AsItem ~~previously~~2.01 ~~disclosed,~~Completion ~~on February 18, 2019, Currax Holdings LLC (f/k/a Phoenix Top Holdings LLC), an entity formed by affiliates~~ of ~~Highbridge~~Acquisition ~~Capital~~or ~~Management~~Disposition ~~(in such capacity, the “Purchaser”), the Company and certain~~ of its subsidiaries (together, the “Sellers”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which, subject to the conditions contained therein, the Purchaser agreed to purchase substantially all of the assets of the Company (the “Asset Sale”)Assets.

OnAs ~~April~~previously 15announced, ~~2019,~~on ~~the~~February ~~Sellers~~18, ~~and~~2019, ~~the Purchaser entered into~~Pernix anTherapeutics ~~Amended~~Holdings, ~~and~~Inc. ~~Restated~~(“Pernix” ~~Asset~~or ~~Purchase Agreement (~~the “~~A&R Purchase Agreement~~Company”), ~~which~~and ~~amended~~Pernix’s ~~certain~~wholly-owned ~~terms~~subsidiaries ~~and~~filed ~~conditions~~voluntary ofpetitions for relief (the ~~Purchase~~“Chapter ~~Agreement.~~11 ~~Pursuant~~Cases”) tounder ~~the~~chapter ~~terms~~11 of ~~the~~title ~~A&R~~11 ~~Purchase~~of ~~Agreement,~~ the ~~parties~~United ~~agreed~~States ~~to,~~Code ~~among~~in ~~other~~the ~~things,~~United ~~replace~~States ~~the~~Bankruptcy ~~portion~~Court ~~of the consideration~~ for the ~~Asset~~District ~~Sale consisting~~ of ~~a credit bid pursuant to section 363(k) of the Bankruptcy Code of $5 million of Pernix’s 12% Senior Secured Notes due 2020 with $5 million in cash consideration~~Delaware.

~~The~~On ~~foregoing~~April ~~descriptions~~30, of2018, the ~~Purchase~~Company ~~Agreement~~ and ~~the~~certain of its subsidiaries ~~A&R~~(together, ~~Purchase~~the ~~Agreement~~“Sellers”) docompleted ~~not~~the ~~purport~~previously announced sale of substantially all of its assets (the “Asset Sale”) to beCurrax ~~complete~~Holdings ~~and~~LLC ~~are~~(f/k/a ~~qualified~~Phoenix inTop ~~their~~Holdings ~~entirety~~LLC, an entity formed by ~~reference~~affiliates toof ~~the~~Highbridge ~~Purchase~~Capital ~~Agreement,~~Management ~~filed~~(in assuch ~~Exhibit~~capacity, ~~2.1~~the “Purchaser”)), pursuant to the ~~Company’s~~Amended ~~Current~~and ~~Report~~Restated onAsset ~~Form~~Purchase ~~8-K~~Agreement, ~~filed~~dated onas ~~February~~of 12April 15, 2019 ~~and~~(as toamended, the “A&R Purchase Agreement~~, filed~~”) ~~hereto~~between asthe ~~Exhibit~~Sellers ~~2.1,~~and ~~respectively~~the Purchaser.

OnThe ~~April~~foregoing ~~15,~~description ~~2019,~~of the ~~Court approved an order authorizing the Asset Sale pursuant to the~~ A&R Purchase Agreement does ~~and~~not ~~granting~~purport ~~related~~to ~~relief.~~be ~~The~~complete ~~consummation~~and ~~of the Asset Sale~~ is ~~subject to~~qualified ~~the performance~~ in ~~all~~its ~~material~~entirety ~~respects~~by ofreference ~~each~~to ~~party’s obligations under~~ the A&R Purchase Agreement, ~~and~~filed ~~certain~~as Exhibit ~~customary~~2.1 ~~conditions~~to ~~precedent~~the asCompany’s ~~specified~~Current inReport ~~the~~on ~~A&R~~Form ~~Purchase~~8-K ~~Agreement~~filed on April 19, 2019.

Additional Information regarding the Chapter 11 Case

Additional information is available on Pernix’s website at www.pernixtx.com. In addition, court filings and other documents related to the Chapter 11 Cases are available on a separate website administered by Pernix’s claims and noticing agent, Prime Clerk, at https://cases.primeclerk.com/pernix.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Amended and Restated Asset Purchase Agreement, dated as of April 15, 2019, by and among Pernix Therapeutics Holdings, Inc. and Currax Holdings LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERNIX THERAPEUTICS HOLDINGS, INC.
Date: April 19, 2019	By:	/s/ John A. Sedor
Date: May 6, 2019	By:	/s/ John A. Sedor
		John A. Sedor
		Chief Executive Officer

Exhibit No.		Description
2.1		Amended and Restated Asset Purchase Agreement, dated as of April 15, 2019, by and among Pernix Therapeutics Holdings, Inc. and Currax Holdings LLC.

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