Pacira BioSciences, Inc DEFA14A, filed Jun 4, 2026
Pacira BioSciences, Inc. (PCRX)
DEFA14A
2026-06-04
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Added on
October 17, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | ||||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| ☐ | Definitive Proxy Statement | ||||
| ☒ | Definitive Additional Materials | ||||
| ☐ | Soliciting Material under §240.14a-12 | ||||
PACIRA BIOSCIENCES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. | ||||
| ☐ | Fee paid previously with preliminary materials. | ||||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. | ||||
On June 4, 2026, Pacira BioSciences, Inc. issued the following press release in connection with its 2026 Annual Meeting of Stockholders:
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
Election of Even a Single DOMA Nominee Would Risk Compromising Pacira’s Strong Forward Momentum
Leading Independent Experts ISS, Glass Lewis and Egan-Jones Agree that DOMA Representation Is Not Warranted
BRISBANE, Calif., June 4, 2026 — 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:
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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.
•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.
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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.
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 Statements
Any 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 Solicitation
On 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 Solicitation
Pacira, 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 Information
This 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) | |||||
| 2025 | |||||
| GAAP Total Revenues | $ | 726,411 | |||
| GAAP Gross Margin | $ | 576,662 | |||
| GAAP Gross Margin Percentage | 79.4 | % | |||
| Adjustments to GAAP Gross Margin: | |||||
| Stock-Based Compensation | $ | 6,448 | |||
Decommissioning of Manufacturing Suite (1) | 6,521 | ||||
| Non-GAAP Gross Margin | $ | 589,631 | |||
| Non-GAAP Gross Margin Percentage | 81.2 | % | |||
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(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.
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Investor Contact: Susan Mesco, (973) 451-4030 susan.mesco@pacira.com | Media Contact: Kim Hamilton, (973) 254-4644 kim.hamilton@pacira.com | |||||||