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): ~~January~~February 241, 2013

SOMAXON PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-51665	20-0161599
(State or Other Jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)	File Number)	Identification No.)


440 Stevens Avenue, Suite 200, Solana Beach, CA		92075
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 876-6500

(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):

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

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

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

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

Item 81.01 ~~Other~~Entry ~~Events.~~Into a Material Definitive Agreement

~~As previously~~On ~~disclosed~~February 1, ~~a purported class action lawsuit was filed in the Superior Court of California County of San Diego (the “Court”) by Daniele Riganello~~2013, ~~an alleged stockholder of~~ Somaxon Pharmaceuticals, Inc. (“Somaxon”) ~~(Riganello~~ v.and ~~Somaxon,~~its etlicensor ~~al.,~~ProCom ~~No. 37-201200087821-CU-SLCTL). A second purported class action was also filed in the Court by another alleged stockholder of Somaxon (Wasserstrom vs. Somaxon~~One, ~~et al~~Inc., ~~No. 37-2012-00029214-CU-SL-CTL).~~entered ~~Both plaintiffs filed amended complaints on January 18, 2013. The lawsuits have since been consolidated~~ into a ~~single~~Settlement ~~action~~and ~~captioned~~License InAgreement ~~re Somaxon Pharmaceuticals, Inc. Shareholder Litigation~~ (~~Lead Case No. 37-201200087821-CU-SLCTL). The operative complaint names as defendants Somaxon, each member of Somaxon’s board of directors (~~the “~~Individual Defendants~~Agreement”) aswith ~~well~~Actavis Elizabeth asLLC ~~Pernix~~and ~~Therapeutics~~Actavis ~~Holdings,~~ Inc. (collectively, “~~Pernix~~Actavis”) ~~and~~to ~~Pernix~~resolve ~~Acquisition~~the ~~Corp.~~pending I,patent ~~the~~litigation ~~other party~~between to the ~~Agreement~~parties ~~and~~involving ~~Plan~~Actavis’ ofapplication ~~Merger~~seeking byapproval ~~and~~to ~~between~~market ~~Pernix,~~a ~~Pernix~~generic ~~Acquisition~~version ~~Corp. I and Somaxon, dated as~~ of ~~December 10,~~Silenor® ~~2012~~ (~~the “Merger Agreement”~~doxepin). It3 ~~alleges,~~mg ~~among~~and ~~other~~6 ~~things,~~mg ~~that~~tablets. (i) the Individual Defendants have breached fiduciary duties they assertedly owed to Somaxon’s stockholders in connection with the proposed transaction described in the Merger Agreement; (ii) Somaxon and

~~Pernix~~Under ~~have~~the ~~aided~~Agreement, ~~and~~Somaxon ~~abetted~~agreed ~~the~~to ~~purported~~grant ~~breaches~~Actavis ofa ~~fiduciary~~non-exclusive, ~~duty;~~royalty-bearing ~~(iii)~~ license under the ~~merger~~patents ~~consideration~~that isare ~~unfair~~the ~~and~~subject ~~inadequate~~of the litigation, U.S. Patent Nos. 6,211,229 and 7,915,307 (~~iv)~~ the ~~disclosures~~“Litigated ~~regarding~~Patents”), to sell a generic version of Silenor in the ~~proposed~~United States beginning January 1 , 2020, or earlier under certain circumstances. Such circumstances include ~~transaction~~the sale in the ~~Registration~~United ~~Statement~~States onof ~~Form~~a ~~S-4~~generic ~~initially~~equivalent ~~filed~~version ~~with~~of ~~the~~Silenor ~~Securities~~by ~~and~~a ~~Exchange~~third ~~Commission~~party ~~(“SEC”)~~and ona ~~January 7,~~final ~~2013~~court ~~(as~~decision ~~may~~that bethe ~~amended,~~Litigated ~~“Proxy~~Patents ~~Statement/Prospectus”)~~are not infringed, ~~were~~invalid ~~inadequate~~or unenforceable.

OnThe ~~January 24,~~Agreement ~~2013,~~provides ~~solely~~that ~~to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing,~~ Somaxon and ~~the~~Actavis ~~other~~will ~~named~~not ~~defendants~~pursue ~~in such~~ litigation ~~signed~~activities arelated ~~memorandum~~to ~~of understanding (~~the ~~“MOU”)~~pending ~~to settle such~~ litigation. ~~Subject to the completion of certain confirmatory discovery by counsel to the plaintiffs, as well as court approval~~ and ~~further~~will ~~definitive~~file ~~documentation in~~ a dismissal ~~stipulation~~order ofwith ~~settlement,~~respect ~~the~~to ~~MOU resolves~~ the ~~claims~~pending ~~brought in the such~~ litigation ~~and~~within ~~provides~~three abusiness ~~release~~days ~~and~~following ~~settlement by~~ the ~~purported~~execution ~~class~~ of ~~Somaxon’s stockholders of all claims against~~ the ~~defendants~~Agreement. ~~and~~Under ~~their affiliates and agents in connection with~~ the ~~Merger~~ Agreement, ~~and~~Somaxon ~~transactions and disclosures related thereto. The asserted claims~~ will ~~not~~make bepayments ~~released~~to ~~until~~Actavis ~~such~~in ~~stipulation~~recognition of ~~settlement is approved by~~ the ~~court.~~savings ~~There~~inuring ~~can~~to beSomaxon noin ~~assurance~~terms ~~that~~of the avoidance ~~parties will ultimately enter into a stipulation~~ of ~~settlement~~costs orand ~~that~~burden ~~the~~associated ~~court~~with ~~will~~prosecuting ~~approve such settlement even if~~ the ~~parties were to enter into such stipulation~~litigation. ~~Additionally,~~The asAgreement ~~part~~provides ofthat ~~the MOU,~~ Somaxon and ~~Pernix~~Actavis ~~have~~will ~~agreed~~submit tothe ~~make~~Agreements ~~certain additional disclosures related~~ to the ~~proposed transaction in the Proxy Statement/Prospectus expected to be mailed to Somaxon’s stockholders on or about February 8, 2013~~U.S. ~~Finally,~~Federal ~~in connection~~Trade ~~with~~Commission ~~the proposed settlement, plaintiffs in such litigation intend to seek an award of attorneys’ fees~~ and ~~expenses in an amount to be approved or determined by~~ the ~~Court~~U.S. ~~This~~Department ~~payment~~of ~~will~~Justice ~~not~~within ~~affect~~ten ~~the~~business ~~amount of merger~~days ~~consideration~~following ~~to be paid in~~ the ~~merger~~date ~~or the timing~~ of ~~the special meeting of Somaxon’s stockholders scheduled for March 6, 2013 in San Diego, California~~execution.

~~Nothing~~The inAgreement ~~this~~also ~~Current~~contains ~~Report~~provisions onregarding ~~Form~~indemnification, ~~8-K~~confidentiality, ~~the~~dispute resolution ~~MOU~~and orother ~~any~~customary ~~stipulation~~provisions offor ~~settlement~~agreements ~~shall be deemed an admission~~ of ~~the~~these ~~legal necessity or materiality of any of the disclosures set forth herein or added to the Proxy Statement/Prospectus pursuant to the MOU~~kinds.

~~Somaxon~~The ~~undertakes~~foregoing nosummary ~~duty~~of ~~or obligation to publicly update or revise~~ the ~~information~~Agreement ~~contained~~is qualified in ~~this~~its ~~report,~~entirety ~~although~~by itreference ~~may do so from time~~ to ~~time~~the asfull ~~its~~text ~~management~~of ~~believes~~the isAgreement, ~~appropriate.~~a ~~Any~~copy ~~such~~of ~~updating~~which ~~may~~will be ~~made~~filed ~~through~~as ~~the~~an ~~filing~~exhibit ofto ~~other~~Somaxon’s ~~reports~~Quarterly orReport ~~documents~~on ~~with~~Form ~~the~~10-Q ~~SEC,~~for ~~through~~the ~~press~~quarter ~~releases~~ending ~~or through~~March ~~other~~31, ~~public disclosure~~2013.

~~Cautionary~~Item ~~Statement~~7.01. ~~Regarding~~Regulation ~~Forward-Looking~~FD ~~Statements~~ Disclosure

~~This~~On ~~document~~February ~~contains~~5, ~~certain~~2013, ~~forward-looking statements about~~ Somaxon ~~that~~issued ~~are~~a ~~subject~~press torelease ~~risks~~announcing, ~~and~~among ~~uncertainties~~other ~~that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include~~things, ~~but are not limited to~~ the ~~outcome~~signing of ~~any~~the ~~legal~~Agreement ~~proceedings~~with ~~that~~Actavis. ~~may~~The ~~be instituted against Somaxon and others following~~full ~~announcement~~text of ~~the~~such ~~proposal~~press orrelease ~~the Merger Agreement. Somaxon~~ is ~~under~~furnished noas ~~duty~~Exhibit 99.1 to ~~update any of the forward-looking statements after the date of~~ this ~~document to conform to actual results~~report.

~~These~~The ~~and~~foregoing ~~other~~information ~~risks~~in ~~that~~Item 7.01 ~~are~~of ~~set~~this Current ~~forth~~Report inon ~~the~~Form ~~“Risk Factors~~8-K,” ~~“Legal~~together ~~Proceedings”~~with ~~and~~the ~~“Management’s Discussion~~press ~~and~~release ~~Analysis~~attached ofhereto ~~Financial~~as ~~Condition~~Exhibit 99.1, ~~and~~is ~~Results~~being offurnished ~~Operations”~~pursuant ~~sections~~to ofthis Item 7.01 and ~~elsewhere~~shall innot ~~Somaxon’s~~be ~~Annual~~deemed ~~Report~~“filed” onfor ~~Form~~purposes ~~10-K~~of ~~for~~Section 18 of the ~~year~~Securities ~~ended~~Exchange ~~December 31~~Act of 1934, ~~2011~~as ~~and~~amended ~~Somaxon’s~~(the ~~most~~“Exchange ~~recent~~Act”), ~~Quarterly~~or ~~Report~~otherwise onsubject ~~Form 10-Q~~to ~~for~~ the ~~quarter~~liabilities ~~ended~~of ~~September 30,~~that ~~2012~~section, ~~each~~and asit ~~filed~~shall ~~with~~not ~~the~~be ~~Securities~~deemed ~~and~~incorporated ~~Exchange~~by ~~Commission~~reference ~~could~~in ~~have~~any afiling ~~material~~under ~~adverse~~the ~~impact~~Securities onAct ~~Somaxon’s~~of ~~business~~1933 ~~and~~or under the ~~price~~Exchange ofAct, ~~Somaxon’s~~whether ~~common~~made before ~~stock.~~or ~~Many~~after of the ~~factors~~date ~~that~~hereof, ~~will determine~~except ~~the~~as ~~outcome~~expressly ofset ~~the~~forth ~~subject~~by ~~matter~~specific ofreference ~~this~~in ~~document~~such ~~are~~filing ~~beyond~~to ~~Somaxon’s~~Item 7.01 ~~ability~~of tothis ~~control~~Current orReport ~~predict~~on Form 8-K.

~~Additional~~By ~~Information~~filing this Current Report on Form 8-K and ~~Where~~furnishing this information, Somaxon makes no admission as to ~~Find~~the Itmateriality of Item 7.01 in this report or the press release attached hereto as Exhibit 99.1. The information contained in the press release is summary information that is intended to be considered in the context of Somaxon’s filings with the Securities and Exchange Commission and other public announcements that Somaxon makes, by press release or otherwise, from time to time.

~~Pernix~~Item has filed with the SEC a Registration Statement on Form S-4 in connection with the transaction and Somaxon plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus in connection with the transaction9. ~~The Registration Statement and the Proxy Statement/Prospectus will contain important information about Somaxon, Pernix, the transaction and related matters~~01. ~~Investors~~Financial ~~and~~Statements ~~security holders are urged to read the Registration Statement~~ and ~~the Proxy Statement/Prospectus carefully when they are available~~Exhibits. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by Somaxon and Pernix through the web site maintained by the SEC at www.sec.gov and by contacting Somaxon Investor Relations at (858) 876-6500 or Pernix Investor Relations at (800) 793-2145 ext. 3002. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC on Somaxon’s website at www.somaxon.com and on Pernix’s website at www.pernixtx.com.

~~Participants~~(d) inExhibits. ~~the Acquisition of Somaxon~~

Pernix and Somaxon and their respective directors, executive officers, members of management and employees may be deemed, under the rules of the SEC, to be “participants in the solicitation” of proxies from the stockholders of Somaxon in connection with the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Information regarding Pernix’s directors and executive officers and their beneficial ownership of Pernix common stock as of April 23, 2012 is available in its proxy statement filed with the SEC by Pernix on April 27, 2012, and information regarding Somaxon’s directors and executive officers and their beneficial ownership of Pernix common stock as of April 9, 2012 is available in its proxy statement filed with the SEC by Somaxon on April 23, 2012. You can obtain free copies of these documents using the contact information above.


Exhibit Number		Description of Exhibit

99.1		Press Release, dated February 5, 2013

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.

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

99.1		Press Release, dated February 5, 2013

SOMAXON PHARMACEUTICALS, INC.

Date: February 1, 2013

Date: February 5, 2013

/s/ Matthew W. Onaitis

Matthew W. Onaitis

Senior Vice President and General Counsel

Filing Compare · Pernix Sleep, Inc.