[8-K] Pacira BioSciences, Inc. Reports Material Event

Rhea-AI Filing Summary

The prospectus supplement updates Murano Global Investments PLC’s June 26 2025 F-1 prospectus covering the potential resale of 129,765,157 ordinary shares. The document’s headline development is the formal incorporation of a Bitcoin Treasury Initiative alongside Murano’s existing Mexican hospitality and real-estate operations.

Key actions disclosed:

• Signed an up to US$500 million Standby Equity Purchase Agreement (SEPA) with Yorkville; proceeds are expected to fund Bitcoin (BTC) accumulation and general purposes.
• Already purchased 21 BTC and joined BTC Inc & Michael Saylor’s “Bitcoin for Corporations” as a Chairman’s Circle member.
• Plans to unlock capital by (i) developing condominiums for sale at the Grand Island Cancún project and (ii) exploring sale-leaseback transactions on hotel assets.
• Evaluating acceptance of BTC payments and reward programs within hospitality operations.

The initiative is intended to release long-term capital tied up in real estate, enhance balance-sheet liquidity and provide what management believes is an inflation-resistant, yield-enhancing asset base.

Risk disclosure is extensive: Murano warns that current liabilities exceed current assets, raising going-concern doubts. Bitcoin-specific risks include extreme price volatility, counterparty default, regulatory shifts, cybersecurity threats, accounting uncertainty and illiquidity, any of which could materially impair shareholder value.

Positive

• US$500 million SEPA provides significant optional liquidity to fund operations and Bitcoin purchases.
• Initial acquisition of 21 BTC and Chairman’s Circle membership signal early execution of the Bitcoin Treasury Initiative.
• Strategic flexibility through planned real-estate divestitures and sale-leasebacks could unlock trapped capital and improve balance-sheet liquidity.

Negative

• Going-concern uncertainty: current liabilities exceed current assets, indicating near-term financial stress.
• High Bitcoin-related risk: extreme price volatility, regulatory shifts, counterparty default and cybersecurity threats could materially impair results.
• Potential shareholder dilution inherent in drawing down the equity-based SEPA.
• Loss of asset ownership possible if significant sale-leaseback transactions are executed.

Insights

Financial Analyst

TL;DR Ambitious Bitcoin pivot funded by US$500 m SEPA boosts liquidity options but imports significant volatility and does not address going-concern deficit.

Murano’s ability to draw up to US$500 million via Yorkville materially widens its capital stack, yet equity dilution is probable given the SEPA structure. Management aims to redeploy real-estate value and operating cash flow into BTC, seeking inflation hedging and yield. However, the filing reiterates that current liabilities exceed current assets, so near-term liquidity remains strained. Bitcoin exposure could amplify balance-sheet swings and complicate forecasting, while sale-leasebacks may erode long-term asset ownership. Overall, the strategy is impactful but neutral until execution clarity and BTC market conditions evolve.

Crypto-Asset Specialist

TL;DR Joining Saylor-backed alliance and earmarking US$500 m for BTC positions Murano as an emerging corporate whale, potentially raising profile and valuation.

Few listed hospitality groups explicitly pursue a BTC treasury. The 21-coin starter stack is symbolic, but the SEPA provides firepower to scale holdings rapidly, aligning Murano with MicroStrategy-style narratives. Membership in “Bitcoin for Corporations” enhances industry credibility and could facilitate best-practice custody, accounting and hedging frameworks. Execution risks—counterparty, regulatory, cybersecurity—are acknowledged, yet dedicated disclosure suggests governance awareness. If BTC appreciates, mark-to-market gains could overshadow legacy real-estate margins; conversely, a drawdown magnifies downside. From a crypto-market perspective, the announcement is markedly positive and materially impactful.

false 0001396814 0001396814 2025-07-03 2025-07-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 3, 2025

PACIRA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35060		51-0619477
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 Sierra Point Parkway, Suite 900

Brisbane, California 94005

(Address and Zip Code of Principal Executive Offices)

(650) 242-8052

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PCRX		Nasdaq Global Select Market

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

Emerging growth company ¨

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

Item 1.01. Entry into a Material Definitive Agreement.

On July 3, 2025, Pacira BioSciences, Inc. (the “Company”) entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing bank, and certain lenders, to, among other things, refinance the indebtedness outstanding under the Company’s credit agreement, dated as of March 31, 2023, as amended to date, relating to the Company’s term loan A facility (the “Existing Credit Agreement”), and provide ongoing working capital.

The Credit Agreement provides for a senior secured revolving credit facility in an aggregate commitment amount of $300.0 million, with a letter of credit sublimit of $10.0 million and swingline loan sublimit of $15.0 million. The credit facility is secured by substantially all of the Company’s and each subsidiary guarantor’s assets and is scheduled to mature on July 3, 2030, subject to certain exceptions set forth in the Credit Agreement. Subject to certain conditions, the Company may, at any time, on one or more occasions, add one or more new classes of term facilities and/or increase the principal amount of any existing class of term loans by requesting one or more incremental term facilities in an aggregate principal amount not to exceed the greater of $225.0 million and 100% of Consolidated EBITDA (as defined in the Credit Agreement).

Each revolving loan borrowing which is an alternate base rate borrowing will bear interest at a rate per annum equal to (i) a base rate, plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) ranging from 1.50% to 2.25%. Each revolving loan borrowing which is a term benchmark borrowing or daily simple SOFR borrowing will bear interest at a rate per annum equal to (i) a forward-looking term rate based on SOFR or a rate determined by reference to the daily simple SOFR, plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio ranging from 2.50% to 3.25%.

The Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions.

The foregoing summary of the Credit Agreement does not purport to be complete and is subject to and is qualified in its entirety by the terms of the Credit Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On July 3, 2025, the Company used a portion of the $300.0 million of revolving loans to repay the indebtedness outstanding under the Existing Credit Agreement and terminated the Existing Credit Agreement. The Company did not incur any prepayment penalties or fees in connection with the termination of the Existing Credit Agreement. A description of the Existing Credit Agreement is included in the Company’s Current Reports on Form 8-K, filed with the Securities and Exchange Commission on April 3, 2023 and May 8, 2024, each of which is incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1*		Credit agreement, dated as of July 3, 2025, by and among Pacira BioSciences, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing bank.
104		Cover Page Interactive Data File (Formatted as Inline XBRL)
*		Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.

SIGNATURE

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

			PACIRA BIOSCIENCES, INC. (REGISTRANT)
Dated:	July 7, 2025	By:	/s/ KRISTEN WILLIAMS
			Kristen Williams
			Chief Administrative Officer and Secretary

FAQ

Why is Murano Global Investments (MRNO) issuing this prospectus supplement?

To update investors on its new Bitcoin Treasury Initiative and the US$500 m SEPA that will fund share resales and BTC purchases.

How much Bitcoin has Murano purchased so far?

The company has acquired 21 BTC to date as the first step in building its treasury.

What is the size and purpose of the Standby Equity Purchase Agreement?

Murano can sell up to US$500 million in shares to Yorkville, primarily to finance further Bitcoin acquisitions and general corporate needs.

Does Murano plan to divest real-estate assets?

Yes. Management is exploring condominium sales at Grand Island Cancún and sale-leaseback deals to release capital for BTC investment.

What are the main risks of the Bitcoin strategy?

Disclosed risks include price volatility, regulatory changes, counterparty default, cybersecurity breaches and accounting uncertainty, any of which could harm shareholders.

Is Murano facing liquidity issues?

The filing states that total current liabilities exceed current assets, casting doubt on the company’s ability to continue as a going concern.