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): March 7, 2013

 

 

PACIRA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

001-35060

 

51-0619477

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

5 Sylvan Way, Suite 100, Parsippany, New Jersey

 

07054

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (973) 254-3560

 

 

(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))

 

 

 


 

Item 3.02.  Unregistered Sales of Equity Securities.

 

On March 7, 2013, Pacira Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued an aggregate of 53,741 shares of common stock of the Company upon warrant exercises by venture funds affiliated with Sanderling Ventures.  The warrants, which were issued by the Company in 2009 and 2010 in connection with private placements of convertible promissory notes, were converted pursuant to the cashless exercise provisions set forth in the warrants.  Accordingly, the Company received no proceeds from the issuance of the shares issued upon exercise of the warrants.  In all cases, the shares were issued to an “accredited investor” (as defined in Rule 501 of Regulation D) without registration under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of certain states, in reliance on the exemptions provided by Section 4(2) of the Securities Act, and in reliance on similar exemptions under applicable state laws.

 

More complete descriptions of the warrants exercised and the purchasers of the shares issued upon exercise of the warrants are provided in a Statement of Changes in Beneficial Ownership on Form 4, filed by the holders of the warrants on March 11, 2013.

 

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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.

 

 

Date: March 11, 2013

PACIRA PHARMACEUTICALS, INC.

 

 

 

 

By:

/s/ James Scibetta

 

 

James Scibetta

 

 

Chief Financial Officer

 

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