pcrx-20231006

Delaware

001-35060

51-0619477

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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:

Securities registered pursuant to Section 12(b) of the Act:

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Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

PCRX

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On October 6, 2023, the Board of Directors (the “Board”) of Pacira BioSciences, Inc. (the “Company”), pursuant to the Amended and Restated Certificate of Incorporation of the Company and the Second Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from 10 directors to 12 directors, and appointed each of Alethia Young, Marcelo Bigal, Abraham Ceesay and Michael Yang as a member of the Board, to serve as a Class II director, Class II director, Class III director and Class I director, respectively, in each case, effective immediately.

The Board also appointed (i) Ms. Young to serve on the Audit Committee of the Board; (ii) Dr. Bigal to serve on the Science and Technology Committee of the Board; (iii) Mr. Ceesay to serve on the Compensation Committee of the Board; and (iv) Mr. Yang to serve on the Compensation Committee of the Board.

As compensation for service on the Board, each of Ms. Young, Dr. Bigal, Mr. Ceesay and Mr. Yang will receive the Company’s standard compensation for non-employee directors. There are no understandings or arrangements with any person pursuant to which any of Ms. Young, Dr. Bigal, Mr. Ceesay or Mr. Yang was selected as a director, and none of Ms. Young, Dr. Bigal, Mr. Ceesay or Mr. Yang is party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

The Board considered the independence of each of Ms. Young, Dr. Bigal, Mr. Ceesay and Mr. Yang under The Nasdaq Stock Market LLC (“Nasdaq”) listing standards and concluded that each of Ms. Young, Dr. Bigal, Mr. Ceesay and Mr. Yang is an independent director under the applicable Nasdaq standards.

On October 10, 2023, the Company issued a press release announcing the appointment of each of Ms. Young, Dr. Bigal, Mr. Ceesay and Mr. Yang. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 furnished hereto 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Exhibit Number						Description
99.1						Press Release, dated October 10, 2023.

104						Cover Page Interactive Data File (Formatted as Inline XBRL)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			PACIRA BIOSCIENCES, INC. (REGISTRANT)

Dated:	October 10, 2023	By:	/s/ KRISTEN WILLIAMS
			Kristen Williams
			Chief Administrative Officer and Secretary