The description of Pernix's acquisition contained in Item 2.01 to Pernix's Current Report on Form 8-K Filed January 4, 2013 is incorporated in this Item 2.01 by reference.

(a) Financial Statements of Business Acquired.

The audited restated consolidated financial statements of Cypress Pharmaceuticals, Inc. for the fiscal years ended December 31, 2011 and 2010, and the notes related thereto, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference.

The unaudited restated interim condensed consolidated financial statements of Cypress Pharmaceuticals, Inc. for the nine-month periods ended September 30, 2012 and 2011, and the notes related thereto, are filed as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited restated pro forma condensed combined balance sheet as of September 30, 2012, pro forma condensed combined statement of operations for the nine months ended September 30, 2012, pro forma condensed combined statement of operations for the year ended December 31, 2011 and the notes related thereto are filed as Exhibit 99.3 to this Form 8-K/A and incorporated herein by reference

(c) Not applicable.

(d) Exhibits.

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Exhibit
Number       Description

23.1         Consent of Horne LLP, Independent Auditor

99.1         Cypress Pharmaceuticals, Inc. audited restated consolidated financial
             statements for the fiscal years ended December 31, 2011 and 2010

99.2         Cypress Pharmaceuticals, Inc. unaudited restated condensed
             consolidated interim financial statements for the nine-month periods
             ended September 30, 2012 and 2011

99.3         Unaudited restated pro forma condensed combined statement of
             operations for the nine months ended September 30, 2012, pro forma
             condensed combined statement of operations for the nine months ended
             September 30, 2012, pro forma condensed combined statement of
             operations for the year ended December 31, 2011 and the notes related
             thereto

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about Pernix and Somaxon Pharmaceuticals, Inc. ("Somaxon") that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, but are not limited to: (1) the failure of Somaxon stockholders to approve the merger; (ii) the challenges and costs of closing, integrating, restructuring and achieving anticipated cost savings and synergies; (iii) the ability to retain key employees; and (iv) other economic, business, competitive and/or regulatory factors affecting the businesses of Pernix and Somaxon generally. These and other risks that are set forth in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of and elsewhere in Pernix's Annual Report on Form 10-K for the year ended December 31, 2011 and Pernix's subsequent 10-Q and 8-K filings, each as filed with the Securities and Exchange Commission, could have a material an adverse impact on Pernix's business and the price of Pernix's common stock. Pernix is under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.

Additional Information and Where to Find It

Pernix has filed with the SEC a Registration Statement on Form S-4 in connection with the proposed merger and Somaxon plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Proxy Statement/Prospectus will contain important information about Pernix, Somaxon, the transaction and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available. 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 Pernix and Somaxon through

Participants in 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 Securities and Exchange Commission, 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 Securities and Exchange Commission 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 Securities and Exchange Commission by Pernix on April 27, 2012, and information regarding Somaxon's directors and executive officers and their beneficial ownership of Somaxon common stock as of April 23, 2012 is available in its proxy statement filed with the Securities and Exchange Commission by Somaxon on April 27, 2012. You can obtain free copies of these documents using the contact information above.