US Market News
2日前
Pacira BioSciences Reminds Stockholders to Vote the BLUE Proxy Card "FOR" the Election of the Company's Highly Qualified Nominees Ahead of its Annual MeetingJune 4, 2026 4:20 PM
PR Newswire (US) Election of Even a Single DOMA Nominee Would Risk Compromising Pacira's Strong Forward MomentumLeading Independent Experts ISS, Glass Lewis and Egan-Jones Agree that DOMA Representation Is Not WarrantedBRISBANE, Calif., June 4, 2026 /PRNewswire/ -- Pacira BioSciences, Inc. (Nasdaq: PCRX) (the "Company" or "Pacira"), the industry leader in its commitment to deliver innovative, non-opioid pain therapies to transform the lives of patients, today issued a reminder to all Pacira stockholders to vote the BLUE proxy card "FOR" each of Pacira's three highly qualified director nominees in advance of the Company's upcoming 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 9, 2026.Ahead of Pacira's Annual Meeting, stockholders have an important opportunity to safeguard the significant progress Pacira has made by executing its 5x30 strategy to drive sustainable growth and long-term stockholder value. The Company's Board of Directors and management team have positioned Pacira for continued momentum, supported by strong commercial execution, a differentiated non-opioid pain portfolio and a robust and innovative clinical pipeline.Independent third parties, including all three leading proxy advisory firms – ISS, Glass Lewis and Egan-Jones – also recognize Pacira's progress and recommend that Pacira stockholders vote "FOR" each of Pacira's three director nominees – Christopher Christie, Samit Hirawat, MD and Thomas Wiggans – and "AGAINST" all three of DOMA Perpetual Capital Management LLC's ("DOMA Perpetual" or "DOMA")1 nominees on the BLUE proxy card. These recommendations are important third-party endorsements recognizing that Pacira has the right strategy and right board to continue overseeing Pacira's long-term growth and value creation. Here is why:Pacira's focused and highly actionable 5x30 strategy is delivering strong performance, including record financial results, growth across its commercial portfolio and continued advancement of its pipeline. In 2025, Pacira achieved the highest total revenue, GAAP gross margins and non-GAAP gross margins in company history2. Furthermore, in the first quarter of 2026, Pacira achieved EXPAREL revenue of $143.3 million, a 5% increase year-over-year, ZILRETTA revenue of $26.8 million, a 15% increase year-over-year and iovera° revenue of $6.2 million, a 21% increase year-over-year. With respect to our pipeline, we are now entering a data-rich period, with key 2026 readouts expected from Part A of our Phase 2 study of PCRX-201 in knee osteoarthritis, as well as from our registrational studies for ZILRETTA in shoulder osteoarthritis and iovera° in spasticity.Pacira's board is purpose-built with deep expertise across biopharmaceutical development, commercialization, public policy and operations, enabling effective oversight of both near-term execution and long-term growth initiatives. Pacira's nominees have public company board experience and successful track records of overseeing successful mergers and acquisitions, bringing directly relevant experience and the skillset necessary to oversee strategy execution to drive stockholder value.DOMA is running a campaign that is not aligned with the interests of all stockholders. Not only does DOMA's campaign reflect a fundamental misunderstanding of Pacira's strategy, business and the biotechnology industry, but DOMA has also failed to articulate a credible plan to drive sustainable stockholder value. DOMA is attempting to replace members of Pacira's board with underqualified nominees who lack public company board experience and relevant biopharmaceutical expertise, while proposing actions that could disrupt the Company's growth trajectory, reduce investment in innovation and risk a potential "fire sale" of the business.We urge you to vote TODAY "FOR" for Pacira's three highly qualified director nominees — Christopher Christie, Samit Hirawat, MD and Thomas Wiggans — on the Company's BLUE proxy card. Do not let DOMA's short-term agenda disrupt the long-term value we are delivering. The future of Pacira and your investment depends on your vote.Your vote is extremely important no matter how many shares you own. Whether or not you expect to attend the Annual Meeting, please promptly follow the easy instructions on your BLUE proxy card or BLUE voting instruction form to vote by proxy, over the Internet, by telephone or by mail.Please simply DISREGARD any white proxy card you may receive from DOMA.If you have questions or require assistance with voting your shares, please contact Pacira's proxy solicitor:D.F. King & Co., Inc. at +1 (800) 714-3310 (toll-free from the U.S. and Canada) or +1 (646) 981-1286 (banks and brokers) or email PCRX@dfking.com.Advisors Goldman Sachs & Co. LLC is acting as financial advisor and Perkins Coie LLP is acting as legal counsel to Pacira.About PaciraPacira delivers innovative, non-opioid pain therapies to transform the lives of patients. Pacira has three commercial-stage non-opioid treatments: EXPAREL® (bupivacaine liposome injectable suspension), a long-acting local analgesic currently approved for infiltration, fascial plane block, and as an interscalene brachial plexus nerve block, an adductor canal nerve block, and a sciatic nerve block in the popliteal fossa for postsurgical pain management; ZILRETTA® (triamcinolone acetonide extended-release injectable suspension), an extended-release, intra-articular injection indicated for the management of osteoarthritis knee pain; and iovera®°, a novel, handheld device for delivering immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve. The company is also advancing a pipeline of clinical-stage assets for musculoskeletal pain and adjacencies, its most advanced product candidate, PCRX-201 (enekinragene inzadenovec), a novel locally administered gene therapy, is in Phase 2 clinical development for osteoarthritis of the knee. To learn more about Pacira, visit www.pacira.com.Forward-Looking StatementsAny statements in this document about Pacira's future expectations, plans, trends, outlook, projections and prospects, and other statements containing the words "believes," "anticipates," "plans," "estimates," "expects," "intends," "may," "will," "would," "could," "can" and similar expressions, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to: the 2026 Annual Meeting of Stockholders; Pacira's board of directors and the contributions of new directors and director nominees; '5x30', our growth and business strategy, our future outlook, the strength and efficacy of our intellectual property protection and patent terms, our future growth potential and future financial and operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio and product development programs, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation ("NOPAIN") Act and any other statements that are not historical facts. For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement. We cannot assure you that our estimates, assumptions and expectations will prove to have been correct. Actual results may differ materially from these indicated by such forward-looking statements as a result of various important factors, including risks relating to, among others: risks associated with acquisitions, such as the risk that the acquired businesses and/or assets will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; our manufacturing and supply chain, global and United States economic conditions (including tariffs, inflation and rising interest rates), and our business, including our revenues, financial condition, cash flows and results of operations; the success of our sales and manufacturing efforts in support of the commercialization of EXPAREL, ZILRETTA and iovera°; the rate and degree of market acceptance of EXPAREL, ZILRETTA and iovera°; the size and growth of the potential markets for EXPAREL, ZILRETTA and iovera° and our ability to serve those markets; our plans to expand the use of EXPAREL, ZILRETTA and iovera° to additional indications and opportunities, and the timing and success of any related clinical trials for EXPAREL, ZILRETTA, iovera° and any of our other product candidates, including but not limited to PCRX-201 (enekinragene inzadenovec) and PCRX-2002; the commercial success of EXPAREL, ZILRETTA and iovera°; the related timing and success of United States Food and Drug Administration supplemental New Drug Applications and premarket notification 510(k)s; the related timing and success of European Medicines Agency Marketing Authorization Applications; our plans to evaluate, develop and pursue additional product candidates utilizing our proprietary high-capacity adenovirus ("HCAd") vector platform; the approval of the commercialization of our products in other jurisdictions (by either us or our partners); clinical trials in support of an existing or potential HCAd-based product candidate; our commercialization and marketing capabilities; our ability to successfully complete capital projects; the outcome of any litigation; the recoverability of our deferred tax assets; assumptions associated with contingent consideration payments; assumptions used for estimated future cash flows associated with determining the fair value of the company; the anticipated funding or benefits of our share repurchase program; and factors discussed in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that it periodically makes with the U.S. Securities and Exchange Commission (the "SEC"). In addition, the forward-looking statements included in this document represent Pacira's views as of the date of this document. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements, and as such Pacira anticipates that subsequent events and developments will cause its views to change. Except as required by applicable law, Pacira undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on these forward-looking statements as representing Pacira's views as of any date subsequent to the date of this document.These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Pacira's actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed and referenced in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that Pacira periodically makes with the SEC.Important Additional Information Regarding Proxy SolicitationOn April 28, 2026, Pacira filed a definitive proxy statement on Schedule 14A and BLUE proxy card with the SEC in connection with its solicitation of proxies for Pacira's 2026 annual meeting of stockholders (the "2026 Proxy Statement," and such meeting the "2026 Annual Meeting"). This document is not a substitute for the 2026 Proxy Statement or any other document that Pacira has filed or may file with the SEC in connection with any solicitation by Pacira. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF PACIRA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING PACIRA'S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. These documents, including the definitive 2026 Proxy Statement (and any amendments or supplements thereto) and other documents filed by Pacira with the SEC, are, or will be when filed, available for no charge on the SEC's website at http://www.sec.gov and on Pacira's investor relations website at https://investor.pacira.com.Participants in the SolicitationPacira, its directors, director nominees, certain of its executive officers, and other employees may be deemed participants in the solicitation of proxies from stockholders in respect of the 2026 Annual Meeting. Information regarding the names of such persons and their respective interests in Pacira by security holdings or otherwise is set forth in the 2026 Proxy Statement. Please refer to the sections captioned "Director Compensation," "Executive Compensation," "Stock Ownership Information" and "Appendix D—Supplemental Information Regarding Participants in the Solicitation" in the 2026 Proxy Statement. To the extent holdings of Pacira's directors, director nominees, and executive officers who may be deemed to be participants in the solicitation in Pacira's securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC, as applicable.Additional information can also be found in Pacira's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. Details concerning potential participants in the solicitation, including Pacira's director nominees for election at the 2026 Annual Meeting, are also included in the 2026 Proxy Statement. These documents, including the 2026 Proxy Statement (and any amendments or supplements thereto) and other documents filed by Pacira with the SEC, are, or will be when filed, available for no charge on the SEC's website at https://www.sec.gov and on Pacira's investor relations website at https://investor.pacira.com.Non-GAAP Financial InformationThis document contains a financial measure that does not comply with U.S. generally accepted accounting principles (GAAP) — Non-GAAP Gross Margin — because this non-GAAP financial measure excludes the impact of items that management believes affect comparability or underlying business trends.This measure supplements Pacira's financial results prepared in accordance with GAAP. Pacira management uses this measure to better analyze its financial results, estimate its future gross margin and to help make managerial decisions. In management's opinion, this non-GAAP measure is useful to investors and other users of Pacira's financial statements by providing greater transparency into the ongoing operating performance of Pacira and its future outlook. This measure should not be deemed to be an alternative to GAAP requirements. The non-GAAP measure presented here is also unlikely to be comparable with non-GAAP disclosures released by other companies. See the tables below for a reconciliation of GAAP gross margin to non-GAAP gross margin.RECONCILIATION OF U.S. GAAP GROSS MARGIN TO NON-GAAP GROSS MARGIN
(in Thousands, except percentages)
(Unaudited)2025GAAP Total Revenues$ 726,411GAAP Gross Margin$ 576,662GAAP Gross Margin Percentage79.4 %Adjustments to GAAP Gross Margin:
Stock-Based Compensation$ 6,448Decommissioning of Manufacturing Suite(1)$ 6,521Non-GAAP Gross Margin$ 589,631Non-GAAP Gross Margin Percentage81.2 %
(1)In July 2025, as a result of improving manufacturing efficiencies for EXPAREL, we announced the decommissioning of our 45-liter EXPAREL batch manufacturing suite located at our Science Center Campus in San Diego, California, and reduced our workforce accordingly. During the year ended December 31, 2025, we recognized $6.5 million of accelerated depreciation expense on fixed assets and reserved raw materials associated with this manufacturing suite that was recorded to cost of goods sold in the consolidated statement of operations.ContactsInvestor Contact: Susan Mesco, (973) 451-4030 susan.mesco @TheTruthMan kim.hamilton@pacira.com__________________________________
1 DOMA Perpetual Capital Management LLC is affiliated with certain other persons and entities identified in DOMA Perpetual's definitive proxy solicitation materials dated May 12, 2026.2 Non-GAAP Gross Margin is a non-GAAP financial measure. See "Non-GAAP Financial Information" for the definition of non-GAAP Gross Margin and a reconciliation to the most directly comparable GAAP measure. View original content:https://www.prnewswire.com/news-releases/pacira-biosciences-reminds-stockholders-to-vote-the-blue-proxy-card-for-the-election-of-the-companys-highly-qualified-nominees-ahead-of-its-annual-meeting-302792005.htmlSOURCE Pacira BioSciences, Inc. Original: Pacira BioSciences Reminds Stockholders to Vote the BLUE Proxy Card "FOR" the Election of the Company's Highly Qualified Nominees Ahead of its Annual Meeting
US Market News
5日前
Pacira BioSciences Highlights Leading Independent Proxy Advisory Firm ISS' Recommendation to Vote "FOR" All of Pacira's Director NomineesJune 1, 2026 4:50 PM
PR Newswire (US) ISS Concludes "There is a Compelling Reason to Support all Management Nominees" and Notes "the Dissident Has Not Presented a Compelling Case for Change"BRISBANE, Calif., June 1, 2026 /PRNewswire/ -- Pacira BioSciences, Inc. (Nasdaq: PCRX) (the "Company" or "Pacira"), the industry leader in its commitment to deliver innovative, non-opioid pain therapies to transform the lives of patients, today announced that leading independent proxy advisory firm Institutional Shareholder Services, Inc. ("ISS") has recommended that Pacira stockholders vote "FOR" each of Pacira's three director nominees – Christopher Christie, Samit Hirawat, MD and Thomas Wiggans – and "AGAINST" all three of DOMA Perpetual Capital Management LLC's ("DOMA Perpetual" or "DOMA")1 nominees on the BLUE proxy card ahead of the Company's 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 9, 2026.In its report, ISS noted that Pacira's performance measurably improved following the launch of its 5x30 strategy for stockholder value creation, and that the Company is guided by a refreshed and proactive board comprised of highly qualified directors with relevant industry and corporate governance experience. In contrast, ISS emphasized that DOMA has pursued an unsubstantiated and unconvincing campaign built around director nominees that lack public company board experience.ISS also noted the following in its report:2Regarding the Pacira Board's Track Record and Composition:"[T]he board's approach to refreshment, overseeing management, and guiding strategy appear to be more relevant considerations at this specific meeting. The board has been proactive in these areas, and the dissident has failed to establish that decisions have not aligned with the best interests of shareholders.""[I]t also appears that the board detected challenges before they directly impacted performance, and made proactive changes that positioned PCRX to pursue the revised strategy on an accelerated basis.""The board has taken steps to strengthen aspects of corporate governance. Notably, the board separated the roles of CEO and chair upon appointing Frank Lee CEO in January 2024 ... The board deserves credit for recognizing and addressing this issue.""[S]even out of 10 directors were either appointed or have been proposed for election since October 2023 … Collectively, these seven directors have experience that is directly relevant to the 5x30 plan."Regarding DOMA's Platform and Slate of Nominees: "The dissident has presented a one-dimensional platform focused on selling the company, and it has engaged in rhetoric that has not necessarily been constructive.""Despite advocating for a dramatic departure from the current model, which could limit the company's optionality, the dissident has failed to substantiate or fully clarify key elements of its position. Thus, the dissident has not presented a compelling case for change.""[N]one of the dissident nominees have outside public board experience, and none of the dissident nominees have experience participating in a strategic review. Thus, it is unclear how the dissident nominees would be able to contribute without disrupting the company at this important stage in its turnaround efforts."Pacira issued the following statement in response:We are encouraged by ISS joining Glass Lewis in recognizing the strength of our highly qualified board nominees and their aptitude to help guide Pacira's long-term strategy and drive sustainable growth. We are confident in our ability to continue executing on our 5x30 plan from a position of strength and delivering value for all stockholders.We urge all stockholders to follow the recommendation of leading independent proxy advisory firms ISS and Glass Lewis and vote "FOR" the election of each of Pacira's highly qualified director nominees – Christopher Christie, Samit Hirawat, MD and Thomas Wiggans – on the BLUE proxy card and DISREGARD any white proxy card you may receive from DOMA.Your vote is extremely important no matter how many shares you own.Whether or not you expect to attend the Annual Meeting, please promptly follow the easy instructions on your BLUE proxy card or BLUE voting instruction form to vote by proxy, over the Internet, by telephone or by mail.Please simply DISREGARD any white proxy card you may receive from DOMA.If you have questions or require assistance with voting your shares, please contact Pacira's proxy solicitor:D.F. King & Co., Inc. at +1 (800) 714-3310 (toll-free from the U.S. and Canada) or +1 (646) 981-1286 (banks and brokers) or email PCRX@dfking.com. Advisors
Goldman Sachs & Co. LLC is acting as financial advisor and Perkins Coie LLP is acting as legal counsel to Pacira. About Pacira
Pacira delivers innovative, non-opioid pain therapies to transform the lives of patients. Pacira has three commercial-stage non-opioid treatments: EXPAREL® (bupivacaine liposome injectable suspension), a long-acting local analgesic currently approved for infiltration, fascial plane block, and as an interscalene brachial plexus nerve block, an adductor canal nerve block, and a sciatic nerve block in the popliteal fossa for postsurgical pain management; ZILRETTA® (triamcinolone acetonide extended-release injectable suspension), an extended-release, intra-articular injection indicated for the management of osteoarthritis knee pain; and iovera®°, a novel, handheld device for delivering immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve. The company is also advancing a pipeline of clinical-stage assets for musculoskeletal pain and adjacencies, its most advanced product candidate, PCRX-201 (enekinragene inzadenovec), a novel locally administered gene therapy, is in Phase 2 clinical development for osteoarthritis of the knee. To learn more about Pacira, visit www.pacira.com.Forward-Looking StatementsAny statements in this document about Pacira's future expectations, plans, trends, outlook, projections and prospects, and other statements containing the words "believes," "anticipates," "plans," "estimates," "expects," "intends," "may," "will," "would," "could," "can" and similar expressions, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to: the 2026 Annual Meeting of Stockholders; Pacira's board of directors and the contributions of new directors and director nominees; '5x30', our growth and business strategy, our future outlook, the strength and efficacy of our intellectual property protection and patent terms, our future growth potential and future financial and operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio and product development programs, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation ("NOPAIN") Act and any other statements that are not historical facts. For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement. We cannot assure you that our estimates, assumptions and expectations will prove to have been correct. Actual results may differ materially from these indicated by such forward-looking statements as a result of various important factors, including risks relating to, among others: risks associated with acquisitions, such as the risk that the acquired businesses and/or assets will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; our manufacturing and supply chain, global and United States economic conditions (including tariffs, inflation and rising interest rates), and our business, including our revenues, financial condition, cash flows and results of operations; the success of our sales and manufacturing efforts in support of the commercialization of EXPAREL, ZILRETTA and iovera°; the rate and degree of market acceptance of EXPAREL, ZILRETTA and iovera°; the size and growth of the potential markets for EXPAREL, ZILRETTA and iovera° and our ability to serve those markets; our plans to expand the use of EXPAREL, ZILRETTA and iovera° to additional indications and opportunities, and the timing and success of any related clinical trials for EXPAREL, ZILRETTA, iovera° and any of our other product candidates, including but not limited to PCRX-201 (enekinragene inzadenovec) and PCRX-2002; the commercial success of EXPAREL, ZILRETTA and iovera°; the related timing and success of United States Food and Drug Administration supplemental New Drug Applications and premarket notification 510(k)s; the related timing and success of European Medicines Agency Marketing Authorization Applications; our plans to evaluate, develop and pursue additional product candidates utilizing our proprietary high-capacity adenovirus ("HCAd") vector platform; the approval of the commercialization of our products in other jurisdictions (by either us or our partners); clinical trials in support of an existing or potential HCAd-based product candidate; our commercialization and marketing capabilities; our ability to successfully complete capital projects; the outcome of any litigation; the recoverability of our deferred tax assets; assumptions associated with contingent consideration payments; assumptions used for estimated future cash flows associated with determining the fair value of the company; the anticipated funding or benefits of our share repurchase program; and factors discussed in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that it periodically makes with the U.S. Securities and Exchange Commission (the "SEC"). In addition, the forward-looking statements included in this document represent Pacira's views as of the date of this document. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements, and as such Pacira anticipates that subsequent events and developments will cause its views to change. Except as required by applicable law, Pacira undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on these forward-looking statements as representing Pacira's views as of any date subsequent to the date of this document.These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Pacira's actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed and referenced in the "Risk Factors" of Pacira's most recent Annual Report on Form 10-K and in other filings that Pacira periodically makes with the SEC.Important Additional Information Regarding Proxy SolicitationOn April 28, 2026, Pacira filed a definitive proxy statement on Schedule 14A and BLUE proxy card with the SEC in connection with its solicitation of proxies for Pacira's 2026 annual meeting of stockholders (the "2026 Proxy Statement," and such meeting the "2026 Annual Meeting"). This document is not a substitute for the 2026 Proxy Statement or any other document that Pacira has filed or may file with the SEC in connection with any solicitation by Pacira. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF PACIRA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING PACIRA'S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. These documents, including the definitive 2026 Proxy Statement (and any amendments or supplements thereto) and other documents filed by Pacira with the SEC, are, or will be when filed, available for no charge on the SEC's website at http://www.sec.gov and on Pacira's investor relations website at https://investor.pacira.com. Participants in the SolicitationPacira, its directors, director nominees, certain of its executive officers, and other employees may be deemed participants in the solicitation of proxies from stockholders in respect of the 2026 Annual Meeting. Information regarding the names of such persons and their respective interests in Pacira by security holdings or otherwise is set forth in the 2026 Proxy Statement. Please refer to the sections captioned "Director Compensation," "Executive Compensation," "Stock Ownership Information" and "Appendix D—Supplemental Information Regarding Participants in the Solicitation" in the 2026 Proxy Statement. To the extent holdings of Pacira's directors, director nominees, and executive officers who may be deemed to be participants in the solicitation in Pacira's securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC, as applicable.Additional information can also be found in Pacira's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. Details concerning potential participants in the solicitation, including Pacira's director nominees for election at the 2026 Annual Meeting, are also included in the 2026 Proxy Statement. These documents, including the 2026 Proxy Statement (and any amendments or supplements thereto) and other documents filed by Pacira with the SEC, are, or will be when filed, available for no charge on the SEC's website at https://www.sec.gov and on Pacira's investor relations website at https://investor.pacira.com.1 DOMA Perpetual Capital Management LLC is affiliated with certain other persons and entities identified in DOMA Perpetual's definitive proxy solicitation materials dated May 12, 2026.
2 Permission to use quotes neither sought nor received.ContactsInvestor Contact: Susan Mesco, (973) 451-4030 susan.mesco @TheTruthMan kim.hamilton@pacira.com View original content:https://www.prnewswire.com/news-releases/pacira-biosciences-highlights-leading-independent-proxy-advisory-firm-iss-recommendation-to-vote-for-all-of-paciras-director-nominees-302787584.htmlSOURCE Pacira BioSciences, Inc. Original: Pacira BioSciences Highlights Leading Independent Proxy Advisory Firm ISS' Recommendation to Vote "FOR" All of Pacira's Director Nominees
US Market News
1週前
DOMA PERPETUAL CAPITAL MANAGEMENT QUESTIONS WHY SHAREHOLDERS SHOULD VOTE TO CONTINUE WITH A BOARD THAT HAS OVERSEEN A DECADE OF VALUE DESTRUCTIONMay 28, 2026 9:18 AM
PR Newswire (US) PACIRA'S STOCK PRICE IS DOWN FOR EVERY RECENT PERIOD: 10 YEAR, 5 YEAR, 3 YEAR, 2 YEAR, ONE YEAR, AND YEAR-TO-DATEDOMA BELIEVES MANAGEMENT IS MISLEADING STAKEHOLDERS REGARDING ITS PATENT PROTECTION AND MINIMIZING THE POTENTIAL BUSINESS-DESTROYING CONSEQUENCES OF ANOTHER LEGAL LOSS, CONSTITUTING GROSS NEGLIGENCEDOMA CONTENDS THE BOARD IS REFUSING TO EXPLORE A SALE BECAUSE DIRECTORS DO NOT WANT TO LOSE THEIR JOBS, PUTTING THEIR INTERESTS AHEAD OF SHAREHOLDERSMIAMI, May 28, 2026 /PRNewswire/ -- DOMA Perpetual Capital Management ("DOMA Perpetual") is a fundamentals-based, value-oriented asset management firm, which, together with its affiliates (collectively, "DOMA" or "we"), beneficially owns approximately 7.5% of the outstanding shares of common stock of Pacira BioSciences, Inc. (NASDAQ: PCRX) ("Pacira" or the "Company"). While the Company has repeatedly highlighted the strength of its patent portfolio and related protections, the market's response is a clear indication that investors remain unconvinced. This disconnect is further reflected in the Company's share price, which has declined across virtually every meaningful historical measurement period. Over this same period, Management and the Board have compensated themselves generously, removing performance-based guardrails for compensation in favor of payouts with less correlation to business results or value creation.Period Total Shareholder Return (price-only)1-------------------------------------------------------------------------------Year-to-Date (YTD)-10 %1-Year Return- 9 %2-Year Return-21 %Since Frank Lee as CEO2-27 %3-Year Return-41 %5-Year Return-65 %10-Year Return-46 %We believe the Company continues to mislead investors regarding the threat posed by generics, mischaracterizing the Fresenius Kabi settlement as a wholly positive development for stakeholders and misrepresenting the actual protections offered by current patents. In our view, Management was unprepared for its first patent defeat in the lower court, as reflected in Pacira's Q2 2024 earnings call, when the Company's Chief Legal and Compliance Officer, Anthony Molloy III, stated:"[the '495 patent] is only the first patent being litigated. Three additional infringement lawsuits are underway for our 348, 574, 575 and 706 patents, and these patents are broader than the '495 patent. We also have other patents that are forthcoming, many of which will be listed in the Orange Books with expiration dates through January 2041. In order to become commercially successful, eVenus would have to overcome all of our patents."Days later, the Court ruled against Pacira with respect to the '495 patent. Following that adverse ruling, the Company entered into a settlement that conceded hundreds of millions of dollars of EXPAREL's future revenue stream, despite prior assertions that any generic competitor "would have to overcome all of our patents" to threaten EXPAREL's position in the market.The Company appears to lack any coherent risk management strategy. We believe Management continues to mislead investors about the expiration of key product patents and the potential impact of challenges to the manufacturing patents by additional generic entrants. If further generic competition emerges and the Company is forced to concede an even greater share of EXPAREL revenues — which currently account for approximately 80% of total Company revenue, making it an "essential and mission-critical asset" — the implications for the business would be catastrophic. Under such a scenario, management's "5x30" plan, which requires significant capital generated from EXPAREL sales, would likely become impossible to achieve, causing the business to collapse.A larger company with more resources and other profitable products is better suited to fight off any threat posed by generic versions. Such company's stock price would not be decimated by a single adverse ruling in a lower court and it could maintain the fight through a lengthy appeals process without the need to settle. Such a company would also maintain advantages via larger distribution, branding, marketing spend, penetration throughout the entire U.S. market and the capacity to grow EXPAREL much faster than Pacira currently can. Further, a larger company can value the business on gross profit because after acquiring Pacira it will be able to synergistically reduce the costs and expenses associated with the production, sale and distribution of EXPAREL. We believe this may explain why the Board and Management refuse to consider a path that could offer the strongest protection and create maximum shareholder value; a sale will likely cost them their jobs. We are not advocating a "fire sale," but a disciplined process to test market value. A potential sale may prove to be the best way to regain certainty and shareholder return.Pacira's stakeholders are the ones who have suffered as Management and the Board enriched themselves despite overseeing massive and persistent underperformance. Shareholders should be in control of the business they own. They should be the ones to vote and decide whether the price the Company finds in the market is adequate or not.The Company's stakeholders should not accept continued underperformance from a Board and Management team that cannot be counted on to represent shareholders' interests. In our view, the failure to adequately explore strategic alternatives continues to negatively affect stakeholders and imperils the business, constituting gross negligence and a failure of the Duty of Care. Shareholders deserve new leadership that is willing to proactively evaluate all available options to protect the business and maximize shareholder value.We strongly urge all shareholders that support our mission to install new voices and perspectives in the Pacira Boardroom to vote FOR all three DOMA nominees, Christopher Dennis, MD, MBA, FAPA, Oliver Benton "Ben" Curtis III, and Eric de Armas, using the WHITE proxy card in advance of the June 9, 2026, annual meeting.Contact:
DOMA Perpetual Capital Management LLC
ir@domaperpetual.comorMacKenzie Partners, Inc.
Bob Marese
bmarese@mackenziepartners.comCERTAIN INFORMATION CONCERNING THE PARTICIPANTSDOMA Perpetual Capital Management LLC, a Delaware limited liability company ("DOMA"), together with the other participants named herein, have filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2026 annual meeting of stockholders of Pacira BioSciences, Inc., a Delaware corporation (the "Company").DOMA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.The participants in the proxy solicitation are DOMA, DOMA1 LLC, a Delaware limited liability company ("DOMA1"), DOMA Perpetual LO Equity Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("DOMA LO Master"), DOMA Perpetual Partners GP LLC, a Delaware limited liability company ("DOMA GP"), DOMA2 LLC, a Delaware limited liability company ("DOMA2"), Reliability LLC, an investment holding company wholly-owned by the John Templeton Foundation ("JTF"), Pedro Escudero, Christopher Dennis, Oliver Benton Curtis and Eric de Armas.As of the date hereof, DOMA LO Master directly beneficially owns 1,965,775 shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"). As of the date hereof, JTF directly beneficially owns 812,019 shares of Common Stock. As of the date hereof, Pedro Escudero directly beneficially owns 159,000 shares of Common Stock. As of the date hereof, Mr. de Armas directly beneficially owns 1,389 shares of Common Stock. As Investment Manager of DOMA LO Master and JTF, DOMA may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA, DOMA1 may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA. As general partner of DOMA LO Master, DOMA GP may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA GP, DOMA2 may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA GP. As Founder and Chief Investment Officer of DOMA and Managing Member of DOMA GP, DOMA1 and DOMA2, Mr. Escudero may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA and DOMA GP in addition to the 159,000 shares of Common Stock directly beneficially owned by Mr. Escudero. As of the date hereof, neither Messrs. Dennis nor Curtis beneficially owns any shares of Common Stock.Disclaimer
This press release and the attached letter have been prepared by DOMA. The views expressed herein reflect the opinions of DOMA and are based on publicly available information with respect to Pacira BioSciences, Inc. ("Pacira" or the "Company"). DOMA recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with DOMA's conclusions. DOMA reserves the right to change or modify any such views or opinions at any time and for any reason and expressly disclaims any obligation to correct, update, or revise the information contained herein or to otherwise provide any additional materials.For the avoidance of doubt, this press release was not produced by any person that is affiliated with Pacira, nor was its content endorsed by Pacira. This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security nor as a recommendation to purchase or sell any security. One or more funds managed by DOMA currently beneficially own shares of the Company.Some of the materials in this press release contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," "plan," "once again," "achieve," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on DOMA's current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of DOMA.1 Stock price as of the close on May 22, 2026 (source: Bloomberg)
2 Frank Lee was appointed CEO of Pacira on January 2, 2024i DOMA is acting as investment manager with respect to the shares beneficially owned by JTF, over which DOMA exercises discretionary investment and voting authority. JTF is not making or sponsoring the director nominations. View original content to download multimedia:https://www.prnewswire.com/news-releases/doma-perpetual-capital-management-questions-why-shareholders-should-vote-to-continue-with-a-board-that-has-overseen-a-decade-of-value-destruction-302784518.htmlSOURCE DOMA Perpetual Original: DOMA PERPETUAL CAPITAL MANAGEMENT QUESTIONS WHY SHAREHOLDERS SHOULD VOTE TO CONTINUE WITH A BOARD THAT HAS OVERSEEN A DECADE OF VALUE DESTRUCTION
US Market News
2週前
A LETTER TO PACIRA BIOSCIENCES SHAREHOLDERS FROM DOMA PERPETUAL CAPITAL MANAGEMENT LLCMay 21, 2026 1:53 PM
PR Newswire (US) FRANK LEE AND THE BOARD HAVE OVERSEEN GROSS AND PERSISTENT UNDERPERFORMANCE FOR YEARS. WHY WOULD SHAREHOLDERS VOTE TO CONTINUE THIS UNRELENTING LACK OF TOTAL RETURN TO SHAREHOLDERS ("TRS"), WHILE ALLOWING MANAGEMENT AND THE BOARD TO FURTHER ENRICH THEMSELVES WITH TENS OF MILLIONS OF DOLLARS IN PAYOUTS?EXPAREL IS THE COMPANY'S CORE ASSET; WE BELIEVE BOARD MISMANAGEMENT OF THE PATENT RISK AMOUNTS TO GROSS NEGLIGENCE AND A FAILURE OF THE DUTY OF CARESHAREHOLDERS SHOULD DECIDE IF THE SALE PRICE THE COMPANY FINDS THROUGH A DISCIPLINED, BOARD-SUPERVISED PROCESS IS ADEQUATE AND IN THE BEST INTERESTS OF ALL SHAREHOLDERSMIAMI, May 21, 2026 /PRNewswire/ -- DOMA Perpetual Capital Management ("DOMA Perpetual"), which, together with its affiliates (collectively, "DOMA" or "we"), beneficially owns approximately 7.5% of the outstanding shares of common stock of Pacira BioSciences, Inc. (NASDAQ: PCRX) ("Pacira" or the "Company"), has today sent a letter to the Company's stockholders. In its letter, DOMA Perpetual asserts Frank Lee and the Board have grossly underperformed for years and years, with no end in sight. Why should shareholders vote to allow this abysmal total return to shareholders ("TRS") to persist while allowing the Board and Management to continue enriching themselves via tens of millions of dollars in payouts? The disastrous TRS overseen by the Board is illustrated below.PeriodTotal Shareholder Return (price-only)1---------------------------------------------------------------------------------------Year-to-Date (YTD)-11 %1-Year Return-12 %2-Year Return-25 %Since Frank Lee as CEO2-28 %3-Year Return-44 %5-Year Return-64 %10-Year Return-46 %The letter also goes into further detail discussing the Board's management of the EXPAREL litigation. EXPAREL is Pacira's core asset. By pursuing this new round of patent lawsuits, we believe the Board is grossly mismanaging the risk of shareholders losing the entire company. Another legal loss would be catastrophic for the business, but there is no contingency plan in place nor a strategy for mitigating that risk. We view this situation to be the result of the Board's complete failure to uphold its duty of care, constituting gross negligence. The letter further discusses DOMA's vision for the Company. We believe a well-executed, Board-supervised process to explore strategic alternatives — including a potential sale — is the best, safest path to protect and generate shareholder value. Shareholders should be in control of the business they own. They should be the ones to vote and decide whether the price the Company finds in the market is adequate or not.The letter and our other materials can be downloaded hereThe full text of the letter follows:Dear Fellow Pacira Biosciences, Inc. Shareholders,Yesterday, Pacira published a 66-page presentation (the "Pacira Presentation") to make their case against DOMA Perpetual Capital Management LLC ("DOMA Perpetual") and our director nominees. The sheer size of this document serves to confuse investors by obscuring simple facts with an overwhelming amount of information, much of it irrelevant or misleading, particularly the information that relates to DOMA Perpetual and our strategy with respect to the Company. We value your time too much to produce our own 60-plus-page document to address every disingenuous representation in the document, but we address the key points below.The goal of our proxy contest is to make our case to shareholders that the Company's future is at stake, and Management and the Board cannot be trusted to protect shareholders' interests, because they are more concerned with protecting their own financial interests.The Pacira Presentation claims that "DOMA is behaving like an investor whose interests are not aligned with all other stockholders." That statement could not be further from the truth. DOMA Perpetual is one of the largest shareholders of the firm; we currently own more shares than Pacira's entire Board of Directors combined.3 We would never act in a way that does not put shareholders first, because our entire interest in the Company is our position as a large stakeholder. Unlike the Company's management team and the Board of Directors, our livelihoods do not depend on many millions of dollars of compensation paid out with shareholder money.Let's look at the facts:For many years, Pacira tried to diversify away from EXPAREL via a strategy of M&A, acquiring Zilretta and iovera. This may have been perceived as the correct strategy at the time but proved to be lacking. The diversification was very expensive and relatively ineffective: the Company overpaid for Zilretta, and EXPAREL still represents more than 80% of the business.4Following the August 2024 district-court decision invalidating a key EXPAREL patent claim, Pacira shifted strategy; investors should understand what that first loss means for the business.In the Pacira Presentation, Management tries to claim that the negative outlook for EXPAREL is "[w]hat we inherited." In our view, this outlook reflects management's prior strategic choices rather than circumstances they "inherited." This is the same group who walked into the legal fight with the generic and received an adverse district-court ruling with material consequences for the business. Following that loss, Management stated that the prior patent case involved only one patent: the '495 patent. In our view, that characterization was not only incomplete but also disingenuous, when read alongside other communications about broader protection. Days before the court's ruling, Pacira's chief of legal said of the case: "This is only the first patent being litigated. Three additional infringement lawsuits are underway for our 348, 574, 575 and 706 patents, and these patents are broader than the 495 patent."5 The New Jersey court tried only claim 7 of the '495 patent and found that claim invalid; it did not adjudicate Pacira's other asserted patents. What followed speaks for itself: those other suits were later swept into a settlement that allows limited generic entry beginning in 2030 and unlimited entry no earlier than 2039, strongly underscoring the fragility of the protection Management touted.6 In our view, if Pacira were confident that its remaining patents would withstand challenge, it would have pressed those cases to judgment rather than accept a settlement structure that accelerates generic entry.Why does this matter? We believe the Company's emphasis on the number of individual patents may give shareholders the impression that current protection is stronger than in prior litigation. According to the Company's SEC disclosures, there are two principal families of EXPAREL patents that include manufacturing and method-of-use claims, as well as a newer composition patent Pacira reports with expected expiry in 2044. These patents do offer protection, but manufacturing and method-of-use claims are generally narrower and more design-aroundable than strong composition claims. A critical truth shareholders should acknowledge is that many earlier-generation product patents have expired. Why is this fact not addressed anywhere in the Pacira Presentation? As the Board, Management, and Shareholders have seen, the courts are unpredictable. Are manufacturing patents a 100% guarantee that a generic cannot legally enter the market? The district court's decision invalidating claim 7 of the '495 patent indicates the answer can be "no." The question that remains: Can these two families of manufacturing and method-of-use patents protect the future business with a very high degree of certainty? Pacira's only acknowledgment of the question is their repetitive legal disclaimer that "the outcome is uncertain and cannot be guaranteed."7 Shareholders must also ask: If these patents cannot protect EXPAREL—an essential and mission-critical asset—what will happen to the business?We believe Pacira's Board has not adequately articulated the severity of the patent risk nor a contingency plan should litigation outcomes turn adverse. Material uncertainty remains. Company filings acknowledge that patent outcomes are uncertain, and while Pacira describes multiple patents protecting EXPAREL, management has not, in our view, provided investors with a clear plan for the business if additional claims are invalidated or a broader adverse ruling occurs. The Board has emphasized the number of patents and long-dated expiries, but the Pacira Presentation does not disclose what would happen in the event of another adverse court ruling. Why? We believe it is simple: because Management and the Board do not want shareholders to understand that we could lose everything.Our strategy is focused on doing whatever we can to prevent this disastrous outcome. Why should shareholders risk more "bet the farm" litigation, after already suffering a bellwether loss?As we have outlined in prior letters to the Company and to shareholders, the 5x30 plan does not address this risk at all. It is an illogical and financially unsound strategy. Setting an arbitrary goal of creating 5 novel programs or acquisitions by a certain date is not a useful metric for success. What if the Company identifies three successful programs but the fourth and the fifth are terrible investments, and then Management feels self-imposed pressure to execute them merely to fulfill the promise of five programs by 2030? That is not how corporate strategy and capital allocation should work. The metrics of the 5x30 plan are meaningless for shareholders, because none of them address the true risk the Company faces and none of them offer a clear path to generating shareholder value with predictability of outcomes.If arguments for the alleged success of the 5x30 plan were based in facts or positive results, shareholders would expect to see that success in the stock price. Yet Pacira's stock is down -46% in the last 10 years; -64% in the last 5 years; -28% since Frank Lee took over; -25% in the last 2 years; -12% in the last year; and Year-to-Date (YTD) is down -11%.8 The truth is the Company's presentation is full of meaningless graphs and misleading information, including their assessments of purported growth. As an example: the Pacira Presentation claims Zilretta grew 15% in Q1 2026.9 If we zoom out a few years, you can see that Zilretta's revenues only grew after they had first contracted. Management takes no responsibility for falling revenues but then wants credit for bringing them back up to where they were prior to the dip. It is a fact that, since Frank Lee took over, Zilretta has almost zero growth and even after the last quarter growth the company has kept 2026 Zilretta guidance as flat or expecting no growth at all.10 Assuming the Company's guidance is correct, then, despite the Q1 growth, there would be three years of virtually no revenue growth for Zilretta under Frank Lee's leadership, despite price increases. Volumes are going down and the Company's highly touted deal with J&J is another example of Mr. Lee's disastrous, value-destroying performance which, based on current incentives, has paid tens of millions of dollars.Management also forecasts EXPAREL growth predicated on volume expansion, with tailwinds from the NOPAIN Act and Medicare coverage decisions. Even so, revenue growth has not approached the double-digit compounded rate previously predicted by Management, and, more importantly, EXPAREL's long-term value remains highly sensitive to litigation outcomes. If the company loses another patent court case, the 5x30 metrics do not provide a clear or predictable path to shareholder value. The risk is that capital is deployed to meet a potential but not guaranteed output target in years to come while the core earnings engine remains completely exposed to legal risk—an imbalance that could materially impair the entire company.Pacira continues to present investors a selective picture, downplaying its recent performance, the material patent risk the Company faces, and the absence of a risk management plan. Pacira settled with the first generic following an adverse lower-court ruling that increased uncertainty around the Company's IP protection, and the appeals process is inherently uncertain. Now, the Company faces another round of litigation as manufacturing patents from two families are being challenged by generics. Beyond an acknowledgment that "nothing is guaranteed," shareholders have not received a clear plan from the Company regarding what would happen if Pacira loses again. The Board and Management are exposing the business to an existential threat. Pacira's Presentation does not acknowledge the fact that many earlier-generation product patents have expired, nor does it explain the potentially catastrophic risk to which it is exposed or the Company's plan to address the risk of its potential adverse outcome. Absent durable product-level protection, there can be no high degree of certainty or safety. Pacira, despite one adverse ruling, appears to rely on these manufacturing patents to prevent generic entry. Hope is not a strategy.The Company does not have the cash or the size to pursue an M&A strategy that would sufficiently mitigate the risk posed by the EXPAREL litigation and it is clear that the 5x30 plan will not matter if the Company loses again in court. What alternative is there? We believe a well-executed, Board-supervised process to explore strategic alternatives — including a potential sale — is the best, safest path to protect and generate shareholder value.A larger company, with more resources and other profitable products can fight the generic threat better since its stock price will not be decimated if they lose in the lower court; they can maintain the fight through a lengthy appeals process without the need for a settlement. Such a company would also maintain advantages in large distribution, branding, marketing spend, knowledge of the entire U.S. market and the capacity to grow EXPAREL much faster than Pacira is currently able to. Pacira is a small company prioritizing their focus on only five states, possibly because it does not maintain enough representatives to expand its effective footprint further, despite the massive spending it has already incurred.11 A larger company can value the business not on net earnings or free cash flow but on gross profit because, after acquiring Pacira, it will be able to synergistically reduce the costs and expenses associated with the production, sale and distribution of EXPAREL. This may be the real reason why the Board and Management refuse to consider a plan that could be the best option for protecting shareholder value. We are not advocating a "fire sale," but a disciplined process to test market value. A potential sale may prove to be the best way to regain certainty and shareholder return; if superior to standalone, shareholders should have the right to choose.If our candidates are voted onto the Board, they will ensure it is not Management nor Board members who make the decisions about whether or not to sell: it will be the shareholders. Pacira's stakeholders are the ones who have suffered as Management and the Board enriched themselves despite overseeing massive and persistent underperformance. Shareholders should be in control of the business they own. They should be the ones to vote and decide whether the price the Company finds in the market is adequate or not. It is obvious Management and Directors don't want a sale, because it will mean they're out of a job. Frank Lee made 28 million dollars over the last two years – more than all shareholders combined – even while grossly underperforming.12Our plan is based on risk management and rationality. We will never advocate for a strategy that risks the entire future of the business. If DOMA Perpetual loses this proxy contest, it is a virtual certainty the Board will carry the Company into a near-term "bet the farm" legal event. The Company can heap praise on their director's PhD's and rosy credentials, but it is obvious the Company directors are unqualified in risk management. The Company is ignoring the biggest risk it faces; in 66 pages, there is not a single mention of a plan to address what would happen if Pacira suffers another loss in court. This risk could destroy all shareholder value and yet Management and the Board decline to even address it. They seem to be fine with the status quo, where they continue to collect impressive salaries while the business fails to thrive. This Board cannot be trusted to have the interests of shareholders as their leading guide, because they have proven to have their focus elsewhere – their own bank accounts. We strongly urge all shareholders to vote FOR all three DOMA nominees, Christopher Dennis, MD, MBA, FAPA, Oliver Benton "Ben" Curtis III, and Eric de Armas, using the WHITE proxy card in advance of the June 9, 2026, annual meeting. The DOMA nominees will have only one guiding principal – to do what is best for all of the Company's shareholders.If you have questions or need assistance voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc. toll-free at 1-800-322-2885 or via email at proxy@mackenziepartners.com.Sincerely,DOMA Perpetual Capital Management LLCContact:
DOMA Perpetual Capital Management LLC
ir@domaperpetual.comorMacKenzie Partners, Inc.
Bob Marese
bmarese@mackenziepartners.comCERTAIN INFORMATION CONCERNING THE PARTICIPANTSDOMA Perpetual Capital Management LLC, a Delaware limited liability company ("DOMA"), together with the other participants named herein, have filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2026 annual meeting of stockholders of Pacira BioSciences, Inc., a Delaware corporation (the "Company").DOMA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.The participants in the proxy solicitation are DOMA, DOMA1 LLC, a Delaware limited liability company ("DOMA1"), DOMA Perpetual LO Equity Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("DOMA LO Master"), DOMA Perpetual Partners GP LLC, a Delaware limited liability company ("DOMA GP"), DOMA2 LLC, a Delaware limited liability company ("DOMA2"), Reliability LLC, an investment holding company wholly-owned by the John Templeton Foundation ("JTF"), Pedro Escudero, Christopher Dennis, Oliver Benton Curtis and Eric de Armas.As of the date hereof, DOMA LO Master directly beneficially owns 1,965,775 shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"). As of the date hereof, JTF directly beneficially owns 812,019 shares of Common Stocki. As of the date hereof, Pedro Escudero directly beneficially owns 159,000 shares of Common Stock. As of the date hereof, Mr. de Armas directly beneficially owns 1,389 shares of Common Stock. As Investment Manager of DOMA LO Master and JTF, DOMA may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA, DOMA1 may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA. As general partner of DOMA LO Master, DOMA GP may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA GP, DOMA2 may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA GP. As Founder and Chief Investment Officer of DOMA and Managing Member of DOMA GP, DOMA1 and DOMA2, Mr. Escudero may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA and DOMA GP in addition to the 159,000 shares of Common Stock directly beneficially owned by Mr. Escudero. As of the date hereof, neither Messrs. Dennis nor Curtis beneficially owns any shares of Common Stock.Disclaimer
This press release and the attached letter have been prepared by DOMA. The views expressed herein reflect the opinions of DOMA and are based on publicly available information with respect to Pacira BioSciences, Inc. ("Pacira" or the "Company"). DOMA recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with DOMA's conclusions. DOMA reserves the right to change or modify any such views or opinions at any time and for any reason and expressly disclaims any obligation to correct, update, or revise the information contained herein or to otherwise provide any additional materials.For the avoidance of doubt, this press release was not produced by any person that is affiliated with Pacira, nor was its content endorsed by Pacira. This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security nor as a recommendation to purchase or sell any security. One or more funds managed by DOMA currently beneficially own shares of the Company.Some of the materials in this press release contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," "plan," "once again," "achieve," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on DOMA's current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of DOMA.1 Stock price as of the close on May 20, 2026 (source: Bloomberg)
2 Frank Lee was appointed CEO of Pacira on January 2, 2024
3 Actual shares held by the Board that are not subject to options or RSUs
4 See Pacira BioSciences Q1 2026 10-Q Filing
5 See Pacira BioSciences Q2 2024 Earnings Call
6 See Pacira BioSciences Press Release issued on April 7, 2025
7 See Pacira BioSciences Company Filings
8 Stock price as of the close on May 20, 2026 (source: Bloomberg)
9 See Pacira BioSciences DEFA14A Filed on May 20, 2026
10 See Pacira BioSciences Q1 2026 Earnings Call
11 According to Pacira BioSciences Q3 and Q4 2025 Earnings Call. The Company notes that their "top five states" account for approximately 40% of EXPAREL volumes.
12 According to Pacira BioSciences 2025 & 2026 Proxy Filingsi DOMA is acting as investment manager with respect to the shares beneficially owned by JTF, over which DOMA exercises discretionary investment and voting authority. JTF is not making or sponsoring the director nominations. View original content to download multimedia:https://www.prnewswire.com/news-releases/a-letter-to-pacira-biosciences-shareholders-from-doma-perpetual-capital-management-llc-302779334.htmlSOURCE DOMA Perpetual Original: A LETTER TO PACIRA BIOSCIENCES SHAREHOLDERS FROM DOMA PERPETUAL CAPITAL MANAGEMENT LLC
US Market News
2週前
DOMA Perpetual Director Nominees Send Letter to Shareholders of Pacira BiosciencesMay 20, 2026 12:28 PM
PR Newswire (US) Independent Directors, Christopher Dennis, MD, MBA, FAPA and Oliver Benton "Ben" Curtis III Outline How Their Skills and Experience Will Drive Positive ChangeIntend to Work Collaboratively with Incumbent Directors to Strengthen Oversight and Create Value for All ShareholdersEncourage Shareholders to Support Meaningful Board Change by Voting via the WHITE Proxy Card for DOMA's Three NomineesMIAMI, May 20, 2026 /PRNewswire/ -- DOMA Perpetual Capital Management ("DOMA Perpetual") which, together with its affiliates (collectively "DOMA" or "we"), beneficially owns approximately 7.5% of the outstanding shares of common stock of Pacira BioSciences, Inc. (NASDAQ: PCRX) ("Pacira" or the "Company") announced that the two independent, highly qualified members of DOMA's three-person slate of nominees for election to the Company's board of directors have released a joint letter to Pacira stockholders. The letter can be downloaded hereThe full text of the letter follows:A LETTER TO PACIRA BIOSCIENCES SHAREHOLDERS FROM DIRECTOR NOMINEES CHRISTOPHER DENNIS, MD, MBA, FAPA AND OLIVER BENTON "BEN" CURTIS IIIMay 20, 2026Dear Pacira BioSciences shareholders,On May 5, 2026, the Pacira BioSciences, Inc. ("Pacira" or the "Company") board of directors (the "Board") mailed you a letter dismissing us as "unqualified," characterizing DOMA Perpetual Capital Management ("DOMA"), which nominated us for election to the Board, as a disruptive force, and asking you to vote for the Company's nominees using the Company's blue proxy card to preserve the status quo. We are writing to give you a clear-eyed view of the questions that letter did not answer, and to make the affirmative case for change.We are independent. We are not employees of DOMA. We each conducted our own diligence on the Company before agreeing to stand for election. What we found is a business with real assets and a worthy non-opioid pain mission, operating inside a governance structure that has not produced the returns or developed the strategic discipline that shareholders deserve. Our purpose, if elected, is to bring fresh perspective and rigorous questioning to the Company boardroom.WHAT THE BOARD'S LETTER LEFT OUTThe Board's letter emphasizes that Pacira's stock is up "over 30%" since the 5x30 strategy was announced in January 2025. Sixteen months of partial recovery does not erase years of underperformance that preceded it, and the letter notably declines to benchmark Pacira against pharmaceutical or specialty pharma peers over comparable periods. Shareholders deserve a more complete picture: how has Pacira performed against the SPDR S&P Biotech ETF and against specialty pharma peers over three years and five years, not just the months selected to flatter the current narrative?The letter also celebrates first quarter 2026 total revenue growth of 5% year over year. That growth occurred on a base that includes the full benefit of the Non-Opioids Prevent Addiction in the Nation Act (the NOPAIN Act), which took effect on January 1, 2025. Pacira itself has called the NOPAIN Act a catalysti. With a federal reimbursement catalyst now fully active and commercial coverage expanded to 110 million lives, shareholders should ask whether 5% percent topline growth is the success story management is presenting, or the early ceiling of what the existing strategy can produce.Notwithstanding this catalyst, first quarter 2026 GAAP net income was only $2.9 million. Moreover, the reported Adjusted EBITDA of $40.2 million reflects adjustments that include $14.3 million of amortization, $13.5 million of stock-based compensation, and other itemsii.ABOUT USChristopher Dennis, MD, MBA, FAPA, is a physician executive with more than 25 years of leadership experience spanning behavioral health, addiction medicine, and digital health. Dr. Dennis has overseen one of the nation's largest opioid treatment programs and has served at the executive level with direct board engagement, where his work has centered on the intersection of clinical quality, regulatory compliance, and enterprise risk management. He brings a perspective Pacira's mission demands but its current board lacks: deep, firsthand understanding of what the opioid epidemic looks like at the patient and program level. Pacira sells the alternative to opioids. Dr. Dennis has spent his career treating the consequences of opioids. Those two vantage points belong on the same board.Oliver Benton "Ben" Curtis III is a former federal prosecutor and trial lawyer whose practice has focused on regulatory enforcement, internal investigations, litigation risk, and transactional diligence. For a company with active patent disputes, settlement obligations, and a commercial strategy that depends materially on reimbursement policy and intellectual property protection, that skill set is invaluable and is not adequately represented on the current Board.Together, our backgrounds are directly responsive to the issues that actually drive risk and value at Pacira: clinical credibility on the opioid crisis the company seeks to address, executive experience in quality and compliance, and senior legal expertise across regulation, enforcement, and complex litigation."PUBLIC BOARD EXPERIENCE" IS A DISTRACTION, NOT A DISQUALIFICATIONThe Board's central attack is that we are "unqualified" because we have not previously served on a public company board. This is among the oldest arguments in proxy contests, and it deserves a direct answer.Public company board service is one credential among many. It is not a substitute for domain expertise, independent judgment, or operational depth, and every public company director, including each member of the current Pacira board, served on a public board for the first time at some point. The right question is not whether we have done it before. The right question is whether the experience we bring is relevant to the specific challenges this company faces.Frontline clinical leadership in opioid treatment is directly relevant to a company built around non-opioid pain. Federal prosecutorial and regulatory experience is directly relevant to a company managing patent litigation, settlement structures, and reimbursement scrutiny. Executive-level engagement with operating company boards on quality, compliance, and risk is directly relevant to a board whose oversight responsibilities sit precisely there. The relevance test mandates voting for us and Eric de Armas, the third DOMA nominee.What is not a qualification is comfort with management. Shareholders should want directors who arrive without prior Company relationships and passive cronyism, who bring questions rather than assumptions, and who measure success in shareholder returns.ON THE BOARD'S "FIRE SALE" CHARACTERIZATIONThe Board's letter describes DOMA's strategy as a "potential 'fire sale'" as if the mere act of exploring strategic alternatives itself was irresponsible. It is not. A board's fiduciary duty is to test every credible path to value. That includes a standalone plan. It also includes a sale, a merger, or another strategic transaction if such a path would deliver superior value to shareholders.We have not committed in advance to any particular outcome. We have simply committed to a comprehensive and independent review, conducted with qualified financial and legal advisors, that allows the full board to evaluate real options against real numbers. If the 5x30 strategy is genuinely the best path forward, that review will confirm it, and shareholders will have greater confidence in the plan. If a better path exists, shareholders deserve to know. The current board has seemingly not undertaken that review. We believe it must.WHAT WE WILL ADVOCATE FORIf elected, we will work collaboratively with the full board to:Conduct a comprehensive, independent review of strategic alternatives, including a standalone path, a sale, a merger, or other value-maximizing transactions, with qualified financial and legal advisors.Strengthen oversight on the matters that actually drive risk and value at Pacira, including intellectual property protection and patent litigation strategy, reimbursement and NOPAIN Act execution, manufacturing quality and capacity, clinical pipeline returns on capital, and the discipline of capital allocation.Test the assumptions behind the 5x30 strategy against alternative scenarios, so that the Board can confirm or correct the plan with rigor rather than confidence alone.Communicate clearly and on a regular cadence with shareholders about decisions, results, and the rationale behind them.We are committed to working constructively with management and our fellow directors. We are also committed to asking the questions a healthy board asks, even when those questions are inconvenient to management or to existing directors.THE STAKES, AND YOUR VOTEEven if elected, we would represent only three members of the Pacira board. We are not seeking control. We are seeking the seats necessary to ensure that the full board considers genuine alternatives, asks hard questions, and does so with members whose experience speaks directly to the Company's risks and opportunities.Shareholders deserve a board willing to confront hard truths, evaluate all options without bias or self-interest, and act decisively to protect and maximize shareholder value. Time and objectivity matter. The board has asked you to disregard DOMA's proxy statement and WHITE proxy card. We are asking you to read DOMA's proxy statement, to consider our backgrounds against the specific challenges this company faces, and to decide for yourselves whether a Board that has thus far resisted independent review should be left to evaluate itself.We respectfully request that shareholders vote FOR all three DOMA nominees, Christopher Dennis, MD, MBA, FAPA, Oliver Benton "Ben" Curtis III, and Eric de Armas, using the WHITE proxy card in advance of the June 9, 2026 annual meeting.We appreciate your consideration and the opportunity to serve the Company and its shareholders at this important juncture.Sincerely,Christopher Dennis, MD, MBA, FAPAOliver Benton "Ben" Curtis IIIContact:
DOMA Perpetual Capital Management LLC
ir@domaperpetual.comor
MacKenzie Partners, Inc.
Bob Marese
bmarese@mackenziepartners.comCERTAIN INFORMATION CONCERNING THE PARTICIPANTS
DOMA Perpetual Capital Management LLC, a Delaware limited liability company ("DOMA"), together with the other participants named herein, have filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2026 annual meeting of stockholders of Pacira BioSciences, Inc., a Delaware corporation (the "Company").DOMA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.The participants in the proxy solicitation are DOMA, DOMA1 LLC, a Delaware limited liability company ("DOMA1"), DOMA Perpetual LO Equity Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("DOMA LO Master"), DOMA Perpetual Partners GP LLC, a Delaware limited liability company ("DOMA GP"), DOMA2 LLC, a Delaware limited liability company ("DOMA2"), Reliability LLC, an investment holding company wholly-owned by the John Templeton Foundation ("JTF"), Pedro Escudero, Christopher Dennis, Oliver Benton Curtis and Eric de Armas.As of the date hereof, DOMA LO Master directly beneficially owns 1,965,775 shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"). As of the date hereof, JTF directly beneficially owns 812,019 shares of Common Stockiii. As of the date hereof, Pedro Escudero directly beneficially owns 159,000 shares of Common Stock. As of the date hereof, Mr. de Armas directly beneficially owns 1,389 shares of Common Stock. As Investment Manager of DOMA LO Master and JTF, DOMA may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA, DOMA1 may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA. As general partner of DOMA LO Master, DOMA GP may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA GP, DOMA2 may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA GP. As Founder and Chief Investment Officer of DOMA and Managing Member of DOMA GP, DOMA1 and DOMA2 Mr. Escudero may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA and DOMA GP in addition to the 159,000 shares of Common Stock directly beneficially owned by Mr. Escudero. As of the date hereof, neither Dr. Dennis nor Mr. Curtis beneficially owns any shares of Common Stock.Disclaimer
This press release and the attached letter have been prepared by DOMA. The views expressed herein reflect the opinions of DOMA and are based on publicly available information with respect to Pacira BioSciences, Inc. ("Pacira" or the "Company"). DOMA recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with DOMA's conclusions. DOMA reserves the right to change or modify any such views or opinions at any time and for any reason and expressly disclaims any obligation to correct, update, or revise the information contained herein or to otherwise provide any additional materials.For the avoidance of doubt, this press release was not produced by any person that is affiliated with Pacira, nor was its content endorsed by Pacira. This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security nor as a recommendation to purchase or sell any security. One or more funds managed by DOMA currently beneficially owns shares of the Company.Some of the materials in this press release contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," "plan," "once again," "achieve," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on DOMA's current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of DOMA.i See the Letter from the Pacira Board of Directors filed with the Company's Form DEFA14A on May 5, 2026.
ii See Reconciliation of GAAP Net Income to Adjusted EBITDA (Non-GAAP) in the Exhibit 99.1 Earnings Press Release dated April 30, 2026 filed with the Company's Form 8-K on April 30, 2026.
iii DOMA is acting as investment manager with respect to the shares beneficially owned by JTF which DOMA exercises discretionary investment and voting authority. JTF is not making or sponsoring the director nominations. View original content to download multimedia:https://www.prnewswire.com/news-releases/doma-perpetual-director-nominees-send-letter-to-shareholders-of-pacira-biosciences-302777970.htmlSOURCE DOMA Perpetual Original: DOMA Perpetual Director Nominees Send Letter to Shareholders of Pacira Biosciences
US Market News
3月前
DOMA Perpetual Nominates Three Highly Qualified Candidates for the Board of Pacira BioSciences, Inc.March 12, 2026 8:20 AM
PR Newswire (US)
Pacira's Stock is Down 56% Over the Last Decade and Down 68% Over the Last 5 Years; Under the Leadership of CEO and Board Member Frank Lee, the Stock Has Fallen 30%[ii]; The Company's Underperformance is Reflected in Consistently Missed Earnings, Continuous Lowering of Guidance, Which is Then Missed, and a Complete Lack of Combined Profitability in the Last Two Years[iii]; We believe the Stock Price Reflects the Market's Lack of Trust in Management and the Board of Director's Utter Failure of OversightDOMA Asserts Frank Lee Should be Replaced Immediately; the Board Should Name an Interim CEO and Conduct a Formal Sale Process of the Business DOMA's Three Highly Qualified Nominees Possess Vast Experience in Strategic Capital Allocation, Risk Management, Healthcare, Internal Investigations, Litigation, and Due DiligenceMIAMI, March 12, 2026 /PRNewswire/ -- DOMA Perpetual Capital Management LLC ("DOMA Perpetual") is a fundamentals-based, value-oriented investor that, together with its affiliates (collectively "DOMA" or "we"), beneficially owns approximately 7.3% of the outstanding shares of common stock of Pacira BioSciences (NASDAQ: PCRX) ("Pacira" or the "Company").[iv]
DOMA today announced its nomination of three highly skilled director candidates to Pacira's Board of Directors (the "Board"): Christopher Dennis, Oliver Benton Curtis III and Eric de Armas. DOMA believes electing these nominees is critical to address the Board's lack of financial controls, sophistication and legal expertise, and to develop proper management oversight at the Board level. These candidates possess significant, relevant experience and are prepared to ensure that all shareholders' interests are fully represented on the Board.DOMA's aim is to generate profit for the Company's shareholders, who have been forced to weather consistent year-over-year declines in the stock price while Company expenses and Management compensation have soared. DOMA believes the Board must avoid taking any further risk with IP battles and has previously privately notified members of the Board of its concern that the Board's actions may potentially constitute gross negligence.The Board has spent years generating zero value for shareholders while lavishly compensating its executives and members. DOMA believes that the Company's shareholders should not continue to tolerate a Board that has overseen years of stock price decline while expenses and management compensation have increased.[v] Moreover, since the Company's Management has proven incapable of meeting performance-based goals that would benefit all shareholders, the Board's Compensation Committee signed off on a change from options-based compensation to RSUs[vi]. In the last two years, this change in compensation has paid more to CEO Frank Lee than what was distributed in earnings per share to all shareholders combined[vii]. This compensation was not a reward for value creation or a job well done; it follows two years of dismal performance, in which the stock price has fallen over 30% and expenses have swelled across the firm.[viii] Management executive compensation is unsustainable, currently approaching 7% of the Firm's entire market capitalization.[ix] The Board has continued to approve wasteful and unjustified expenditures, including allowing management to spend shareholder cash relocating the Company's headquarters to San Francisco despite the significant cost to shareholders and without providing a clear strategic justification for the move.[x] DOMA believes EXPAREL is a valuable asset whose potential has been undermined by management's strategic and operational execution. DOMA believes that shareholders must elect directors that understand that the Board must undertake a comprehensive review of the decisions and strategy that have contributed to the Company's sustained underperformance.The interests of Pacira's shareholders must finally be put first. The Board should immediately engage bankers to proceed with a sale of the Company, discontinuing future acquisitions of pipeline drugs and maximizing returns and returning capital to its rightful owners, the Company's shareholders. EXPAREL is the only non-opioid pain medication for use in the surgical setting in the United States, a country still suffering from a horrible opioid epidemic. The drug lowers costs for providers and patients and has the potential to save countless lives by offering an effective alternative to opioid pain management. Pacira is too small to market this drug with scale and efficiency. By selling Pacira to a larger firm, the Company can ensure that shareholders finally receive the return they deserve and a larger, savvier company will be able to accelerate the distribution and application of this incredible drug. DOMA remains open to engaging constructively with the Board to achieve a solution that maximizes value for all shareholders.Director Nominees:Christopher Dennis, MD, MBA, FAPA – Mr. Dennis is a visionary physician executive and board-certified psychiatrist with 25+ years of leadership across behavioral health, substance use disorders, and digital health, who brings deep experience in health care and opioid addiction.Oliver Benton Curtis III – Mr. Curtis is a former federal prosecutor and accomplished trial lawyer who currently advises on regulatory enforcement, internal investigations, and due diligence regarding third-party and business transactions.Eric de Armas – Mr. de Armas, CFO and CCO of DOMA Perpetual, has over two decades of experience in the financial industry. He possesses substantial knowledge of corporate finance, risk management and strategic capital allocation.About DOMA Perpetual Capital Management LLC:
DOMA Perpetual Capital Management LLC is an asset management firm based in Miami, Florida. DOMA Perpetual strives to achieve great investment results by identifying attractive, uncorrelated companies with sustainable competitive advantages, while limiting exposure to downside risks. It employs an opportunistic, fundamentals-based strategy that invests in companies across a variety of sectors and market caps throughout the globe.Contact:
DOMA Perpetual Capital Management LLC
ir@domaperpetual.comCERTAIN INFORMATION CONCERNING THE PARTICIPANTSDOMA Perpetual Capital Management LLC, a Delaware limited liability company ("DOMA"), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2026 annual meeting of stockholders of Pacira BioSciences, Inc., a Delaware corporation (the "Company").DOMA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.The participants in the proxy solicitation are anticipated to be DOMA, DOMA1 LLC, a Delaware limited liability company ("DOMA1"), DOMA Perpetual LO Equity Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("DOMA LO Master"), DOMA Perpetual Partners GP LLC, a Delaware limited liability company ("DOMA GP"), DOMA2 LLC, a Delaware limited liability company ("DOMA2"), Reliability LLC, an investment holding company wholly-owned by the John Templeton Foundation ("JTF"), Pedro Escudero, Christopher Dennis, Oliver Benton Curtis III and Eric de Armas.As of the date hereof, DOMA LO Master directly beneficially owns 1,965,775 shares of Common Stock, par value $0.001 par value per share, of the Company (the "Common Stock"). As of the date hereof, JTF directly beneficially owns 812,019 shares of Common Stock.[xi] As of the date hereof, Pedro Escudero directly beneficially owns 159,000 shares of Common Stock. As of the date hereof, Mr. de Armas directly beneficially owns 1,389 shares of Common Stock. As Investment Manager of DOMA LO Master and JTF, DOMA may be deemed to beneficially own the 2,777,794 shares of Common Stock collectively beneficially owned by DOMA LO Master and JTF. As the managing member of DOMA, DOMA1 may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA. As general partner of DOMA LO Master, DOMA GP may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA GP, DOMA2 may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA GP. As Founder and Chief Investment Officer of DOMA and Managing Member of DOMA GP, DOMA1 and DOMA2, Mr. Escudero may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA and DOMA1 in addition to the 159,000 shares of Common Stock directly beneficially owned by Mr. Escudero. As of the date hereof, neither Messrs. Dennis nor Curtis beneficially own any shares of Common Stock.DisclaimerThis letter has been prepared by DOMA. The views expressed herein reflect the opinions of DOMA and are based on publicly available information with respect to Pacira BioSciences, Inc. ("Pacira" or the "Company"). DOMA recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with DOMA's conclusions. DOMA reserves the right to change or modify any of such views or opinions at any time and for any reason and expressly disclaims any obligation to correct, update, or revise the information contained herein or to otherwise provide any additional materials.For the avoidance of doubt, this press release was not produced by any person that is affiliated with Pacira, nor was its content endorsed by Pacira. This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security nor as a recommendation to purchase or sell any security. One or more funds managed by DOMA currently beneficially owns shares of the Company.Some of the materials in this press release contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," "plan," "once again," "achieve," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on DOMA's current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of DOMA.Bloomberg Database as of March 10th 2026[ii]Bloomberg Database as of March 10th 2026[iii]Bloomberg Database, Pacira Company Filings, JPM Equity Research February 2026, Barclays Equity Research February 2026[iv]Pacira Company Filings, DOMA Perpetual Internal Calculations[v]Pacira Company Filings[vi]Pacira Proxy Filings [vii]Pacira Company Filings, DOMA Perpetual Internal Calculations[viii]Bloomberg Database, Pacira Company Filings[ix]Pacira Company Filings, DOMA Perpetual Internal Calculations[x]Pacira Q1 2025 8-K[xi]DOMA is acting as investment manager with respect to the shares beneficially owned by JTF for which DOMA exercises discretionary investment and voting authority. JTF is not making or sponsoring the director nominations.
View original content to download multimedia:https://www.prnewswire.com/news-releases/doma-perpetual-nominates-three-highly-qualified-candidates-for-the-board-of-pacira-biosciences-inc-302712264.htmlSOURCE DOMA Perpetual
Original: DOMA Perpetual Nominates Three Highly Qualified Candidates for the Board of Pacira BioSciences, Inc.
US Market News
3月前
DOMA Perpetual Nominates Three Highly Qualified Candidates for the Board of Pacira BioSciences, Inc.March 11, 2026 1:06 PM
PR Newswire (US)
Pacira's Stock is Down 56% Over the Last Decade and Down 68% Over the Last 5 Yearsi; Under the Leadership of CEO and Board Member Frank Lee, the Stock Has Fallen 30%ii; The Company's Underperformance is Reflected in Consistently Missed Earnings, Continuous Lowering of Guidance, Which is Then Missed, and a Complete Lack of Combined Profitability in the Last Two Yearsiii; We believe the Stock Price Reflects the Market's Lack of Trust in Management and the Board of Director's Utter Failure of OversightDOMA Asserts Frank Lee Should be Replaced Immediately; the Board Should Name an Interim CEO and Conduct a Formal Sale Process of the Business DOMA's Three Highly Qualified Nominees Possess Vast Experience in Strategic Capital Allocation, Risk Management, Healthcare, Internal Investigations, Litigation, and Due DiligenceMIAMI, March 11, 2026 /PRNewswire/ -- DOMA Perpetual Capital Management LLC ("DOMA Perpetual") is a fundamentals-based, value-oriented investor that, together with its affiliates (collectively "DOMA" or "we"), beneficially owns approximately 7.1% of the outstanding shares of common stock of Pacira BioSciences (NASDAQ: PCRX) ("Pacira" or the "Company").iv
DOMA today announced its nomination of three highly skilled director candidates to Pacira's Board of Directors (the "Board"): Christopher Dennis, Oliver Benton Curtis and Eric de Armas. DOMA believes electing these nominees is critical to address the Board's lack of financial controls, sophistication and legal expertise, and to develop proper management oversight at the Board level. These candidates possess significant, relevant experience and are prepared to ensure that all shareholders' interests are fully represented on the Board.DOMA's aim is to generate profit for the Company's shareholders, who have been forced to weather consistent year-over-year declines in the stock price while Company expenses and Management compensation have soared. DOMA believes the Board must avoid taking any further risk with IP battles and has previously privately notified members of the Board of its concern that the Board's actions may potentially constitute gross negligence.The Board has spent years generating zero value for shareholders while lavishly compensating its executives and members. DOMA believes that the Company's shareholders should not continue to tolerate a Board that has overseen years of stock price decline while expenses and management compensation have increased.v Moreover, since the Company's Management has proven incapable of meeting performance-based goals that would benefit all shareholders, the Board's Compensation Committee signed off on a change from options-based compensation to RSUsvi. In the last two years, this change in compensation has paid more to CEO Frank Lee than what was distributed in earnings per share to all shareholders combinedvii. This compensation was not a reward for value creation or a job well done; it follows two years of dismal performance, in which the stock price has fallen over 30% and expenses have swelled across the firm.viii Management executive compensation is unsustainable, currently approaching 7% of the Firm's entire market capitalization.ixThe Board has continued to approve wasteful and unjustified expenditures, including allowing management to spend shareholder cash relocating the Company's headquarters to San Francisco despite the significant cost to shareholders and without providing a clear strategic justification for the move.x DOMA believes EXPAREL is a valuable asset whose potential has been undermined by management's strategic and operational execution. DOMA believes that shareholders must elect directors that understand that the Board must undertake a comprehensive review of the decisions and strategy that have contributed to the Company's sustained underperformance.The interests of Pacira's shareholders must finally be put first. The Board should immediately engage bankers to proceed with a sale of the Company, discontinuing future acquisitions of pipeline drugs and maximizing returns and returning capital to its rightful owners, the Company's shareholders. EXPAREL is the only non-opioid pain medication for use in the surgical setting in the United States, a country still suffering from a horrible opioid epidemic. The drug lowers costs for providers and patients and has the potential to save countless lives by offering an effective alternative to opioid pain management. Pacira is too small to market this drug with scale and efficiency. By selling Pacira to a larger firm, the Company can ensure that shareholders finally receive the return they deserve and a larger, savvier company will be able to accelerate the distribution and application of this incredible drug. DOMA remains open to engaging constructively with the Board to achieve a solution that maximizes value for all shareholders.Director Nominees:Christopher Dennis, MD, MBA, FAPA – Mr. Dennis is a visionary physician executive and board-certified psychiatrist with 25+ years of leadership across behavioral health, substance use disorders, and digital health, who brings deep experience in health care and opioid addition.Oliver Benton Curtis III – Mr. Curtis is a former federal prosecutor and accomplished trial lawyer who currently advises on regulatory enforcement, internal investigations, and due diligence regarding third-party and business transactions.Eric de Armas – Mr. de Armas, CFO and CCO of DOMA Perpetual, has over two decades of experience in the financial industry. He possesses substantial knowledge of corporate finance, risk management and strategic capital allocation.About DOMA Perpetual Capital Management LLC:
DOMA Perpetual Capital Management LLC is an asset management firm based in Miami, Florida. DOMA Perpetual strives to achieve great investment results by identifying attractive, uncorrelated companies with sustainable competitive advantages, while limiting exposure to downside risks. It employs an opportunistic, fundamentals-based strategy that invests in companies across a variety of sectors and market caps throughout the globe.Contact:
DOMA Perpetual Capital Management LLC
ir@domaperpetual.comCERTAIN INFORMATION CONCERNING THE PARTICIPANTSDOMA Perpetual Capital Management LLC, a Delaware limited liability company ("DOMA"), together with the other participants named herein, have filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of director nominees at the 2026 annual meeting of stockholders of Pacira BioSciences, Inc., a Delaware corporation (the "Company").DOMA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.The participants in the proxy solicitation are anticipated to be DOMA, DOMA1 LLC, a Delaware limited liability company ("DOMA1"), DOMA Perpetual LO Equity Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands ("DOMA LO Master"), DOMA Perpetual Partners GP LLC, a Delaware limited liability company ("DOMA GP"), DOMA2 LLC, a Delaware limited liability company ("DOMA2"), Reliability LLC, an investment holding company wholly-owned by the John Templeton Foundation ("JTF"), Pedro Escudero, Christopher Dennis, Oliver Benton Curtis and Eric de Armas.As of the date hereof, DOMA LO Master directly beneficially owns 1,965,775 shares of Common Stock, par value $0.001 par value per share, of the Company (the "Common Stock"). As of the date hereof, JTF directly beneficially owns 812,019 shares of Common Stockxi. As of the date hereof, Pedro Escudero directly beneficially owns 159,000 shares of Common Stock. As of the date hereof, Mr. de Armas directly beneficially owns 1,389 shares of Common Stock. As Investment Manager of DOMA LO Master and JTF, DOMA may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA, DOMA1 may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA. As general partner of DOMA LO Master, DOMA GP may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA LO Master. As the managing member of DOMA GP, DOMA2 may be deemed to beneficially own the 1,965,775 shares of Common Stock beneficially owned by DOMA GP. As Founder and Chief Investment Officer of DOMA and Managing Member of DOMA GP, DOMA1 and DOMA2 Mr. Escudero may be deemed to beneficially own the 2,777,794 shares of Common Stock beneficially owned by DOMA and DOMA GP in addition to the 159,000 shares of Common Stock directly beneficially owned by Mr. Escudero. As of the date hereof, neither Messrs. Dennis nor Curtis beneficially own any shares of Common Stock.DisclaimerThis letter has been prepared by DOMA. The views expressed herein reflect the opinions of DOMA and are based on publicly available information with respect to Pacira BioSciences, Inc. ("Pacira" or the "Company"). DOMA recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with DOMA's conclusions. DOMA reserves the right to change or modify any of such views or opinions at any time and for any reason and expressly disclaims any obligation to correct, update, or revise the information contained herein or to otherwise provide any additional materials.For the avoidance of doubt, this press release was not produced by any person that is affiliated with Pacira, nor was its content endorsed by Pacira. This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security nor as a recommendation to purchase or sell any security. One or more funds managed by DOMA currently beneficially owns shares of the Company.Some of the materials in this press release contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," "plan," "once again," "achieve," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained herein that are not historical facts are based on DOMA's current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of DOMA.i Bloomberg Database as of March 10th 2026
ii Bloomberg Database as of March 10th 2026
iii Bloomberg Database, Pacira Company Filings, JPM Equity Research February 2026, Barclays Equity Research February 2026
iv Pacira Company Filings, DOMA Perpetual Internal Calculations
v Pacira Company Filings
vi Pacira Proxy Filings
vii Pacira Company Filings, DOMA Perpetual Internal Calculations
viii Bloomberg Database, Pacira Company Filings
ix Pacira Company Filings, DOMA Perpetual Internal Calculations
x Pacira Q1 2025 8-K
xi DOMA is acting as investment manager with respect to the shares beneficially owned by JTF which DOMA exercises discretionary investment and voting authority. JTF is not making or sponsoring the director nominations.
View original content to download multimedia:https://www.prnewswire.com/news-releases/doma-perpetual-nominates-three-highly-qualified-candidates-for-the-board-of-pacira-biosciences-inc-302711303.htmlSOURCE DOMA Perpetual
Original: DOMA Perpetual Nominates Three Highly Qualified Candidates for the Board of Pacira BioSciences, Inc.