UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date ~~OF 1934~~of earliest event reported): March 6, 2013

~~Date of Report (Date of earliest event reported): February 1, 2013~~ _______________________________

~~SOMAXON~~Pernix ~~PHARMACEUTICALS~~Sleep, ~~INC~~Inc.

(Exact Name of Registrant as Specified in its Charter)

_______________________________

Delaware		000-51665		20-0161599
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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~~SOMAXON ~~the~~PHARMACEUTICALS, ~~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~~INC.~~2. below):~~ _______________________________

¨Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

xo ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

¨o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~o ~~1.01~~Pre-commencement ~~Entry~~communications ~~Into~~pursuant ato ~~Material~~Rule ~~Definitive~~13e-4(c) ~~Agreement~~under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~February 1, 2013, Somaxon Pharmaceuticals, Inc~~2. ~~(“Somaxon”) and its licensor ProCom One, Inc~~01. Completion ~~entered~~of ~~into~~Acquisition aor ~~Settlement~~Disposition and License Agreement (the “Agreement”) with Actavis Elizabeth LLC and Actavis Inc. (collectively, “Actavis”) to resolve the pending patent litigation between the parties involving Actavis’ application seeking approval to market a generic version of ~~Silenor® (doxepin) 3 mg and 6 mg tablets.~~ Assets

~~Under~~On ~~the~~March ~~Agreement~~6, ~~Somaxon~~2013, ~~agreed~~pursuant to ~~grant~~the ~~Actavis~~terms aand ~~non-exclusive,~~conditions ~~royalty-bearing~~of ~~license~~the ~~under~~Agreement ~~the~~and ~~patents~~Plan ~~that~~of ~~are~~Merger, ~~the~~dated ~~subject~~as of December 10, 2012 (the ~~litigation~~“Merger Agreement”) among Pernix Sleep, UInc.S. ~~Patent~~(formerly ~~Nos.~~Somaxon 6Pharmaceuticals,~~211~~ Inc.),~~229~~ ~~and~~a 7Delaware corporation (“Somaxon”),~~915~~ Pernix Therapeutics Holdings,~~307~~ ~~(the~~Inc., ~~“Litigated~~a ~~Patents~~Maryland corporation (“Pernix”) and Pernix Acquisition Corp. I, toa ~~sell~~Delaware corporation and a ~~generic~~wholly-owned ~~version~~subsidiary of ~~Silenor~~Pernix in(“Merger ~~the~~Sub”), ~~United~~Merger ~~States~~Sub ~~beginning~~merged ~~January~~with 1and ,into ~~2020~~Somaxon, orwith ~~earlier~~Somaxon ~~under~~continuing ~~certain~~as ~~circumstances.~~the ~~Such~~surviving ~~circumstances~~corporation ~~include the~~and ~~sale~~as ina ~~the~~wholly-owned ~~United~~subsidiary ~~States~~ of aPernix ~~generic~~(the ~~equivalent~~“Merger”). Prior ~~version~~to the completion of ~~Silenor~~the byMerger a(the ~~third~~“Effective ~~party~~Time”), the Merger Agreement and athe ~~final~~transactions ~~court~~contemplated ~~decision~~thereby ~~that~~were ~~the~~approved ~~Litigated~~by ~~Patents~~our ~~are~~stockholders ~~not~~at ~~infringed,~~a ~~invalid~~special ormeeting ~~unenforceable.~~held on March 6, 2013.

~~The~~As ~~Agreement~~a ~~provides~~result ~~that~~of ~~Somaxon~~the ~~and~~Merger, ~~Actavis~~each ~~will~~outstanding ~~not~~share ~~pursue~~of ~~litigation~~our ~~activities~~common ~~related~~stock to(other ~~the~~than ~~pending~~shares ~~litigation~~held ~~and~~by ~~will~~Pernix, ~~file~~Merger ~~a dismissal~~Sub, ~~order~~any ~~with~~wholly-owned ~~respect~~subsidiary toof ~~the~~Pernix ~~pending~~or ~~litigation~~Merger ~~within~~Sub ~~three~~or ~~business~~in ~~days~~our ~~following~~treasury, which were cancelled without any conversion thereof or payment thereto) (“Somaxon Common Stock”) was converted into the ~~execution~~right to receive 0.477730059 shares of ~~the~~Pernix ~~Agreement~~common stock (“Pernix Common Stock”), with cash to be paid in lieu of fractional shares. As ~~Under~~a result of the ~~Agreement~~Merger, ~~Somaxon~~Pernix will ~~make~~deliver ~~payments~~an toaggregate ~~Actavis~~of inapproximately ~~recognition~~3,665,689 shares of ~~the~~Pernix ~~savings~~Common ~~inuring~~Stock to Somaxon instockholders, ~~terms~~based ofon the ~~avoidance~~ number of ~~costs~~Somaxon ~~and~~shares ~~burden~~outstanding ~~associated~~as ~~with~~of ~~prosecuting~~March ~~the~~6, ~~litigation.~~2013 ~~The~~(including ~~Agreement~~the ~~provides~~total ~~that~~number of Somaxon ~~and~~shares ~~Actavis~~issuable ~~will~~upon ~~submit~~ the ~~Agreements~~exercise toor conversion of all outstanding in-the-money ~~U.S.~~options ~~Federal~~(calculated ~~Trade~~on ~~Commission~~a net settlement basis), warrants (calculated on a net settlement basis) and ~~the~~restricted Ustock units).S. The ~~Department~~shares of ~~Justice~~Pernix ~~within~~Common ~~ten~~Stock ~~business~~issued ~~days following~~in connection with the ~~date~~Merger are registered under the Securities Act of ~~execution~~1933, as amended, on Pernix’s Registration Statement on Form S-4 (File No. 333-185897).

The ~~Agreement~~foregoing ~~also~~description ~~contains~~does ~~provisions~~not ~~regarding~~purport ~~indemnification,~~to ~~confidentiality,~~be ~~dispute resolution~~complete and ~~other~~is ~~customary~~qualified ~~provisions~~in ~~for~~its ~~agreements~~entirety ofby ~~these~~reference ~~kinds~~to the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2012 and is incorporated by reference herein.

The ~~foregoing~~Merger ~~summary~~Agreement ofcontains representations and warranties made by and to the ~~Agreement~~parties isthereto ~~qualified~~ as of specific dates. The statements embodied in ~~its~~those ~~entirety~~representations byand ~~reference~~warranties were made for purposes of that contract between the parties and are subject to qualifications and limitations agreed upon by the ~~full~~parties, ~~text~~which ofare not necessarily reflected in the Merger Agreement, ain ~~copy~~connection with negotiating the terms of ~~which~~that ~~will~~contract. In beaddition, ~~filed~~certain representations and warranties were made as anof ~~exhibit~~a specified date, may be subject to ~~Somaxon’s~~a ~~Quarterly~~contractual ~~Report~~standard onof ~~Form~~materiality ~~10-Q~~different from those generally applicable to investors, or may have been used for the ~~quarter~~purpose ~~ending~~of ~~March~~allocating ~~31,~~risk ~~2013.~~between the parties rather than establishing matters as facts.

Item 73.01. Notice ~~Regulation~~of FDDelisting ~~Disclosure~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

OnFollowing ~~February~~the 5completion of the Merger, on March 6, 2013, ~~Somaxon~~at ~~issued~~our request, the NASDAQ-CM filed with the SEC a ~~press~~Notification ~~release~~of ~~announcing~~Removal from Listing and/or Registration under the Securities and Exchange Act of 1934, ~~among~~as ~~other~~amended ~~things~~(the “Exchange Act”), on Form 25 in order to effect the ~~signing~~delisting of the ~~Agreement~~Somaxon ~~with~~Common ~~Actavis~~Stock from the NASDAQ-CM. Additionally, ~~The~~we ~~full text~~intend ofto ~~such~~file ~~press~~with ~~release~~the isSEC ~~furnished~~a asCertification ~~Exhibit~~on ~~99.1~~Form 15 following the effectiveness of the Form 25 to ~~this~~deregister ~~report.~~the Somaxon Common Stock under Section 12(g) of the Exchange Act and suspend Somaxon’s reporting obligations under Sections 13 and 15(d) under the Exchange Act.

~~The foregoing information in~~ Item ~~7.01~~ ~~of this Current Report on Form 8-K, together with the press release attached hereto as Exhibit 99~~3.~~1, is being furnished pursuant to this Item 7~~03.01 Material ~~and~~Modification ~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~Rights ~~liabilities~~ of ~~that~~Security section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to Item 7.01 of this Current Report on Form 8-K. Holders

ByAs ~~filing~~a ~~this~~result ~~Current~~of ~~Report~~the onMerger, ~~Form~~each ~~8-K~~outstanding ~~and~~share ~~furnishing~~of ~~this~~Somaxon ~~information,~~Common ~~Somaxon~~Stock ~~makes~~was noconverted ~~admission~~into asthe right to ~~the~~receive ~~materiality~~0.477730059 shares of ~~Item 7.01~~Pernix Common Stock, with cash paid in ~~this~~lieu ~~report~~of orfractional shares. Following the ~~press~~completion ~~release~~of ~~attached~~the ~~hereto~~Merger, asthe ~~Exhibit 99.1.~~Somaxon Common Stock, which traded under the symbol “SOMX”, ceased to be listed on the NASDAQ-CM. The information ~~contained~~set forth in ~~the~~Item ~~press~~2.01 ~~release~~of isthis ~~summary~~Current ~~information~~Report ~~that~~on isForm ~~intended~~8-K toas bewell ~~considered~~as the information contained in the ~~context~~sections of ~~Somaxon’s~~our ~~filings~~Proxy Statement filed with the ~~Securities~~SEC ~~and~~on ~~Exchange~~February ~~Commission~~7, ~~and~~2013 ~~other~~(the ~~public~~“Somaxon ~~announcements~~Proxy ~~that~~Statement”) ~~Somaxon~~titled ~~makes,~~“The ~~by press~~Merger ~~release~~Agreement” orand ~~otherwise,~~“Comparison ~~from~~of ~~time~~Stockholder toRights” ~~time.~~is incorporated by reference herein.

Item 5.01. Changes in Control of Registrant

Pursuant to the terms of the Merger Agreement, at the Effective Time, Somaxon became a wholly-owned subsidiary of Pernix and, accordingly, a change in control of Somaxon occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of Somaxon was amended and restated in its entirety to be substantially identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of Somaxon became Pernix Sleep, Inc. (the “Amended and Restated Certificate of Incorporation of Somaxon”). Additionally, pursuant to the Merger Agreement, at the Effective Time, the bylaws of Merger Sub became the bylaws of Somaxon, except that the bylaws were amended to replace all references to Pernix Acquisition Corp. I with references to Pernix Sleep, Inc. (the “Bylaws of Somaxon”).

Copies of the Amended and Restated Certificate of Incorporation of Somaxon and the Bylaws of Somaxon are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

On March 6, 2013, we held a special meeting of stockholders (the “Special Meeting”) in connection with the Merger. As of February 1, 2013, the record date for the Special Meeting, there were 7,203,843 shares of Somaxon Common Stock outstanding, each of which was entitled to one vote at the Special Meeting. There were 4,373,068 shares of Somaxon Common Stock present in person or represented by proxy at the Special Meeting, representing 60.7% of the shares of Somaxon Common Stock entitled to vote at the Special Meeting. Somaxon’s stockholders voted on the following three proposals at the Special Meeting:

i.	a proposal to adopt the Merger Agreement pursuant to which the Merger and the transactions contemplated thereby would be approved and consummated;

ii.

a proposal to approve an adjournment of the Special Meeting, if necessary or appropriate in the view of the Somaxon board of directors, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of such adjournment to adopt the Merger Agreement; and

iii.	a proposal to approve, on an advisory (non-binding) basis, the compensation to be paid to Somaxon’s named executive officers that is based on or otherwise relates to the Merger.

Somaxon’s stockholders approved proposals 1, 2 and 3. The following is a summary of the voting results for each proposal presented to stockholders at the Special Meeting:

Proposal 1 – Adoption of the Merger Agreement.

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,215,299	146,097	5,841	5,831

Proposal 2 – Adjournment to Solicit Additional Proxies.

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,191,825	174,729	6,514	0

Proposal 3 – Approval of Executive Compensation Related to Merger.

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,102,873	222,196	42,159	5,840

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description ~~of Exhibit~~
99.1		Press Release, dated February 5, 2013
2.1		Agreement and Plan of Merger, dated as of December 10, 2012 among Pernix Sleep, Inc. (formerly Somaxon Pharmaceuticals, Inc.), Pernix Therapeutics Holdings, Inc. and Pernix Acquisition Corp. I (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on December 11, 2012).
3.1		Amended and Restated Certificate of Incorporation of Pernix Sleep, Inc.
3.2		Bylaws of Pernix Sleep, Inc.

~~SIGNATURES~~ 3

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

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 Sleep, Inc.

Dated: March 6, 2013	By:	/s/ Cooper C. Collins
	Name:	Cooper C. Collins
	Title:	Chief Executive Officer

EXHIBIT INDEX

ExhibitNumber		Description of Exhibit
Exhibit Number		Description
99.1		Press Release, dated February 5, 2013
2.1		Agreement and Plan of Merger, dated as of December 10, 2012 among Pernix Sleep, Inc. (formerly Somaxon Pharmaceuticals, Inc.), Pernix Therapeutics Holdings, Inc. and Pernix Acquisition Corp. I (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on December 11, 2012).
3.1		Amended and Restated Certificate of Incorporation of Pernix Sleep, Inc.
3.2		Bylaws of Pernix Sleep, Inc.

SOMAXON PHARMACEUTICALS, INC.

Date: February 5, 2013

/s/ Matthew W. Onaitis

Matthew W. Onaitis

Senior Vice President and General Counsel

Filing Compare · Pernix Sleep, Inc.