Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2012, Pernix Therapeutics Holdings, Inc. (the "Company") approved a new compensation program for certain of its officers based on deliberations by the board and compensation committee at meetings over the prior two months. Pursuant to such program, the annual base salary of certain of the Company's current named executive officers was increased as follows: Cooper C. Collins, President and Chief Executive Officer, increased $100,000 to $390,000 and David P. Becker, Chief Financial Officer, increased $55,000 to $285,000.

Item 8.01 Other Events

On April 26, 2012, the Company issued a press release announcing the completion of its At-the-Market (ATM) offering with Cantor Fitzgerald & Co following the sale of approximately 2.7 million shares of common stock under the ATM program for total net proceeds of approximately $21.3 million on April 26, 2012. In February 2012, Pernix initiated the ATM program to sell up to $25 million of its common stock through Cantor Fitzgerald & Co. The Company previously announced that it had sold 269,500 shares of common stock under its ATM program for total net proceeds of approximately $2.5 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release by Pernix Therapeutics Holdings, Inc. dated April 26, 2012

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