Assertio (NASDAQ: ASRT) posts Q1 loss, agrees $21.80 buyout and $35M asset sale
Filing Impact
Filing Sentiment
Form Type
10-Q
Assertio Holdings reported a weak first quarter while setting up a major strategic exit. Revenue fell to $9.9 million from $26.5 million a year earlier, driven by a sharp drop in ROLVEDON and INDOCIN sales. Net loss widened to $18.9 million, or $2.93 per share, from $13.5 million.
Cash and cash equivalents rose to $33.7 million, with short‑term investments of $37.9 million, giving sizable liquidity against $40.0 million of 6.5% Convertible Senior Notes due 2027. After quarter‑end, Assertio agreed to be acquired by Garda Therapeutics for $21.80 per share in cash via tender offer and merger, and sold all non‑ROLVEDON assets to Cosette for $35.0 million plus potential milestones, leaving ROLVEDON as its only product going forward.
Positive
- Signed cash acquisition at $21.80 per share via tender offer and follow‑on merger with Garda Therapeutics, giving shareholders a defined all‑cash exit value, subject to customary closing conditions including a majority tender and minimum Closing Net Cash of $95.0 million.
- Monetized non‑ROLVEDON portfolio through a $35.0 million cash asset sale to Cosette plus meaningful potential sales‑based milestones, while retaining ROLVEDON, which simplifies the business and adds liquidity.
Negative
- Revenue dropped sharply from $26.5 million to $9.9 million year over year, and net loss widened to $18.9 million, highlighting operational headwinds as ROLVEDON sales pause around integration and INDOCIN faces generic competition.
Insights
Q1 shows revenue compression, but cash sale and asset divestiture reset the story.
Assertio posted revenue of $9.9 million, down sharply from $26.5 million, as prior distributor stocking left minimal Q1 ROLVEDON sales and INDOCIN faced generic pressure. Net loss increased to $18.9 million, reflecting lower volume and ongoing amortization of product rights.
Liquidity improved, with cash of $33.7 million and short‑term investments of $37.9 million versus long‑term 6.5% convertible notes of $40.0 million. Subsequent events are pivotal: a cash acquisition at $21.80 per share and a $35.0 million sale of non‑ROLVEDON assets, plus potential earnouts, materially change the risk–reward profile toward a defined takeout value.
The merger includes a $95.0 million minimum Closing Net Cash condition and a planned tender for the 2027 notes at par plus interest, so execution hinges on maintaining cash and completing the Cosette and note transactions as outlined in the agreements.
Key Figures
Total revenue: $9.9 million
Total revenue prior year: $26.5 million
Net loss: $18.9 million
+5 more
8 metrics
Total revenue
$9.9 million
Three months ended March 31, 2026
Total revenue prior year
$26.5 million
Three months ended March 31, 2025
Net loss
$18.9 million
Three months ended March 31, 2026
Cash and cash equivalents
$33.7 million
Balance at March 31, 2026
Short-term investments
$37.9 million
Balance at March 31, 2026
Convertible Senior Notes principal
$40.0 million
6.5% Notes due 2027 outstanding at March 31, 2026
Garda offer price
$21.80 per share
Cash consideration under Merger Agreement
Cosette asset sale upfront payment
$35.0 million
Cash consideration for non‑ROLVEDON assets on April 8, 2026
Key Terms
Reverse Stock Split, Convertible Senior Notes, contingent value right, gross-to-net sales allowances, +2 more
6 terms
Reverse Stock Split financial
"On December 26, 2025, the Company effected a 1-for-15 reverse stock split of its issued and outstanding common stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Convertible Senior Notes financial
"6.5% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”) of $39.2 million"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
contingent value right financial
"for $18.00 per share of the Company’s shares of common stock in cash, plus one contingent value right per share"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
gross-to-net sales allowances financial
"Other revenue consists of adjustments to reserves for product sales allowances (gross-to-net sales allowances) for previously divested products"
fair value hierarchy financial
"The following tables reflects the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value"
Fundamental Change financial
"contingent upon the Merger (which represents a “Fundamental Change,” as that term is defined in the 2027 Convertible Note Indenture)"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
OR
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 001-39294
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) | (I.R.S. EMPLOYER IDENTIFICATION NUMBER) | ||||
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)
(224 ) 419-7106
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of issued and outstanding shares of the registrant’s Common Stock, $0.0001 par value, as of May 6, 2026, was 6,462,180 .
ASSERTIO HOLDINGS, INC.
FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2026
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements (unaudited) | |||||||
Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025 | ||||||||
Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025 | ||||||||
Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025 | ||||||||
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 | ||||||||
Notes to Condensed Consolidated Financial Statements | ||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||
| Item 4. | Controls and Procedures | |||||||
PART II — OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | |||||||
| Item 1A. | Risk Factors | |||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
Item 3. | Defaults Upon Senior Securities | |||||||
Item 4. | Mine Safety Disclosures | |||||||
Item 5. | Other Information | |||||||
| Item 6. | Exhibits | |||||||
Signatures | ||||||||
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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASSERTIO HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| (Unaudited) | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued rebates, returns and discounts | |||||||||||
| Accrued liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 8) | |||||||||||
| Shareholders’ equity: | |||||||||||
Common stock, $ and | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
ASSERTIO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Product sales, net | $ | $ | |||||||||||||||||||||
| Royalty revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | |||||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other loss | ( | ( | |||||||||||||||||||||
| Total other expense | ( | ( | |||||||||||||||||||||
| Net loss before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||
| Net loss and comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
| Basic and diluted net loss per share* | $ | ( | $ | ( | |||||||||||||||||||
| Shares used in computing basic and diluted net loss per share* | |||||||||||||||||||||||
* Basic and diluted net loss per share and shares used in computing basic and diluted net loss per share for the three months ended March 31, 2025 have been adjusted to reflect the 1-for-15 reverse stock split effected on December 26, 2025.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ASSERTIO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Common stock issuance and other impacts of the vesting and settlement of equity awards | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital* | Accumulated Deficit | Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||
| Shares* | Amount* | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Common stock issuance and other impacts of the vesting and settlement of equity awards | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
* Adjusted to reflect the 1-for-15 reverse stock split effected on December 26, 2025.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
ASSERTIO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Accretion of interest income from short-term investments | |||||||||||
| Recurring fair value measurements of assets and liabilities | |||||||||||
| Provisions for inventory | |||||||||||
| Stock-based compensation | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid and other assets | ( | ( | |||||||||
| Accounts payable and other accrued liabilities | |||||||||||
| Accrued rebates, returns and discounts | ( | ||||||||||
| Interest payable | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Investing Activities | |||||||||||
| Proceeds from maturities of short-term investments | |||||||||||
| Purchases of short-term investments | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Financing Activities | |||||||||||
| Payments related to the vesting and settlement of equity awards | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of year | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental Disclosure of Cash Flow Information | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ASSERTIO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Assertio Holdings, Inc., or the Company, is a pharmaceutical company with comprehensive commercial capabilities offering differentiated products designed to address patients’ needs. The Company’s focus is on supporting patients by marketing products primarily in the oncology market.
The Company has built its product portfolio through the acquisition or licensing of approved products, including its lead product, ROLVEDONTM. The Company’s primary marketed products include ROLVEDON (elflapegrastim-xnst) injection for subcutaneous use, Sympazan® (clobazam) oral film, INDOCIN® (indomethacin) Suppositories, INDOCIN® (indomethacin) Oral Suspension, SPRIX® (ketorolac tromethamine) Nasal Spray, and CAMBIA® (diclofenac potassium for oral solution). In July 2025, the Company ceased commercializing Otrexup.
On April 8, 2026, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Garda Therapeutics, Inc., a Delaware corporation (“Parent”), and Audi Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). The Original Merger Agreement provided for the acquisition of the Company by Parent through a cash tender offer by Purchaser for all of the Company’s outstanding shares of common stock, for $18.00 per share of the Company’s shares of common stock in cash, plus one contingent value right per share (each, a “CVR”).
On May 1, 2026, the Company entered into an Amended and Restated Agreement and Plan of Merger with Parent (the “Merger Agreement”), which amended and restated the Original Merger Agreement in its entirety to provide for the acquisition of the Company at an amended purchase price of $21.80 per share in cash, without any CVR (“Offer Price”). The Merger Agreement provides for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer (the “Offer”) by Purchaser for all of the Company’s outstanding shares of common stock, for $21.80 per share of the Company’s common stock in cash (the “Offer Price”) and (ii) following the completion of the Offer, the merger of Purchaser with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”).
Also on April 8, 2026, the Company and certain wholly-owned subsidiaries of the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Cosette Pharmaceuticals, Inc. (“Cosette”), which resulted in the sale (the “Asset Sale”) of its remaining right, title and interest in and to the INDOCIN, SPRIX, Sympazan, CAMBIA, Zipsor and the recently decommercialized OTREXUP franchises of products (collectively, the “Products”), for an aggregate purchase price of $35.0 million in cash, with the potential for additional deferred amounts.
Refer to Note 14. Subsequent Events, for further details on the Merger with Garda Therapeutics, Inc. and the Asset Sale to Cosette.
Unless otherwise noted or required by context, use of “Assertio,” the “Company,” “we,” “our” and “us” refer to Assertio Holdings and/or its applicable subsidiary or subsidiaries. Reference to “Assertio Specialty” refers to Assertio Specialty Pharmaceuticals, LLC, and “Spectrum” refers to Spectrum Pharmaceuticals, Inc., and/or its applicable subsidiary or subsidiaries. Both Assertio Specialty and Spectrum are wholly-owned subsidiaries of the Company.
Basis of Presentation
The unaudited condensed consolidated financial statements of the Company and its subsidiaries and the related footnote information of the Company have been prepared pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying interim unaudited condensed consolidated financial statements include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the information for the periods presented. The results for the three months ended March 31, 2026, are not necessarily indicative of results to be expected for the entire year ending December 31, 2026.
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The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2025, included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 16, 2026 (the “2025 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2025, has been derived from the audited financial statements at that date, as filed in the Company’s 2025 Form 10-K.
Reverse Stock Split
On December 26, 2025, the Company effected a 1-for-15 reverse stock split of its issued and outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company’s stockholders received one share of common stock for every 15 shares held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affected all the Company’s issued and outstanding shares of common stock equally. Any fractional shares remaining as a result of the Reverse Stock Split were paid to the shareholder in cash. The par value and number of authorized shares of the Company's common stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split also affected the Company’s outstanding stock-based awards and convertible senior notes due 2027 and resulted in the shares underlying such instruments being reduced and the exercise or conversion price being increased proportionately. Unless otherwise noted, all common stock shares, common stock per share data and shares of common stock underlying stock-based awards and the convertible senior notes due 2027 included in these consolidated financial statements, including the exercise price of equity instruments or conversion price of the convertible senior notes due 2027, as applicable, have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented.
NOTE 2. REVENUE
Disaggregated Revenue
The following table reflects total revenues for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Product sales, net: | ||||||||||||||||||||||||||
| ROLVEDON | $ | $ | ||||||||||||||||||||||||
| INDOCIN products | ||||||||||||||||||||||||||
| Sympazan | ||||||||||||||||||||||||||
| SPRIX | ||||||||||||||||||||||||||
| Other products | ||||||||||||||||||||||||||
| Total product sales, net | ||||||||||||||||||||||||||
| Royalty revenue | ||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||
| Total revenues | $ | $ | ||||||||||||||||||||||||
Product Sales, net
Other product sales, net, for the three months ended March 31, 2026 and 2025 represent product sales for CAMBIA and Zipsor. The Company ceased commercialization of Otrexup in July 2025; thus, the three months ended March 31, 2025 also included product sales of Otrexup.
In the third quarter of 2025, the Company advanced key integration efforts to consolidate operations and align its products, including ROLVEDON, under a single subsidiary, Assertio Specialty. Accordingly, several national distributors made large purchases during the third quarter of 2025 to help ensure a consistent supply of ROLVEDON during the fourth quarter of 2025 and first quarter of 2026 while the Company substantially completed the integration of ROLVEDON into Assertio Specialty. As a result, the Company did not record material net product sales of ROLVEDON for the three months ended March 31, 2026. Sales of the newly labeled ROLVEDON will commence at a normal volume in the second quarter of 2026.
To facilitate the large purchases of ROLVEDON by several national distributors in the third quarter of 2025, the Company provided its customers with higher-than-historical levels of discounts and extended payment terms. The related discounts and payment terms were accounted for in accordance with Accounting Standards Codification (“ASC”) 606, Revenue
8
from Contracts with Customers, and met the accounting criteria for applying the practical expedient to not recognize a significant financing element.
The Company reviews its estimates related to its accrued rebates, returns and discounts, including those recorded in prior periods, on a frequent basis and makes adjustments to those allowances as needed. Those adjustments to revenue recognized for products sold in prior periods were approximately 7 % and less than 1 % of Total product sales, net, for the three months ended March 31, 2026 and 2025, respectively.
The following table reflects Accrued rebates, returns and discounts as of March 31, 2026 and 2025, and December 31, 2025 and 2024 (in thousands):
| March 31, 2026 | December 31, 2025 | March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
Accrued rebates, returns and discounts | $ | $ | $ | $ | ||||||||||||||||||||||
Royalty Revenue
In November 2010, the Company entered into a license agreement granting Tribune Pharmaceuticals Canada Ltd. (later known as Aralez Pharmaceuticals, Miravo Healthcare, and Searchlight Pharma, or “Searchlight,” owned by Apotex Inc.) the rights to commercially market CAMBIA in Canada. Searchlight independently contracts with manufacturers to produce a specific CAMBIA formulation in Canada. The Company recognized royalty revenue related to the CAMBIA licensing agreement of $0.4 million and $0.5 million for the three months ended March 31, 2026 and 2025, respectively. The patents underlying the license agreement that the Company has with Searchlight expire in June 2026.
Other Revenue
Other revenue consists of adjustments to reserves for product sales allowances (gross-to-net sales allowances) for previously divested products and can result in a reduction to, or an increase to, total revenues during the period. Sales adjustments for reserves recorded in prior periods for previously divested products increased total revenue by $0.6 million for the three months ended March 31, 2026. There was no other revenue recognized for the three months ended March 31, 2025.
Refer to Note 14. Subsequent Events, for further details on the Asset Sale to Cosette completed on April 8, 2026.
NOTE 3. SUPPLEMENTAL BALANCE SHEET DETAILS
Accounts Receivable, Net
The following table reflects Accounts receivable, net, as of March 31, 2026 and 2025 and December 31, 2025 and 2024 (in thousands):
| March 31, 2026 | December 31, 2025 | March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
Accounts receivable, net | $ | $ | $ | $ | ||||||||||||||||||||||
Accounts receivable, net as of December 31, 2025 primarily related to large purchases of ROLVEDON by several national distributors in the third quarter of 2025, whereby the Company provided its customers with extended payment terms (see Note 2. Revenue, for further information). As of March 31, 2026, the majority of the accounts receivable from the large purchases in the third quarter of 2025 were settled, resulting in a lower amount of accounts receivable, net, compared to December 31, 2025.
As of March 31, 2026 and December 31, 2025, accounts receivable, net, consisted entirely of receivables related to product sales, net of allowances for cash discounts for prompt payment of $1.7 million and $3.0 million, respectively.
Refer to Note 14. Subsequent Events, for further details on the Asset Sale to Cosette completed on April 8, 2026.
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Inventories, Net
The following table reflects the components of inventories, net, as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories, net | $ | $ | |||||||||
The Company writes down the value of inventory for potential excess or obsolete inventories based on an analysis of inventory on hand and projected demand. As of both March 31, 2026 and December 31, 2025, inventory reserves were $9.2
Refer to Note 14. Subsequent Events, for further details on the Asset Sale to Cosette completed on April 8, 2026.
Prepaid and Other Current Assets
The following table reflects prepaid and other current assets as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Prepaid assets and deposits | |||||||||||
| Other current assets | |||||||||||
| Total prepaid and other current assets | $ | $ | |||||||||
Property and Equipment, Net
The following table reflects property and equipment, net as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Furniture and office equipment | $ | $ | |||||||||
| Laboratory equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation expense was less than $0.1
10
Accrued Liabilities
The following table reflects accrued liabilities as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Accrued compensation | $ | $ | |||||||||
Accrued restructuring costs (See Note 13) | |||||||||||
| Accrued legal | |||||||||||
| Interest payable | |||||||||||
| Accrued royalties | |||||||||||
| Other accrued liabilities | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
Other Current Liabilities
The following table reflects other current liabilities as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| ROLVEDON product royalties | $ | $ | |||||||||
| Current operating lease liabilities | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
Other Long-Term Liabilities
The following table reflects other long-term liabilities as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| ROLVEDON product royalties | $ | $ | |||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Liability for uncertain tax provisions | |||||||||||
| Total other long-term liabilities | $ | $ | |||||||||
NOTE 4. INTANGIBLE ASSETS
The following table reflects the gross carrying amounts and net book values of intangible assets as of March 31, 2026 and December 31, 2025 (dollar amounts in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Products rights: | Remaining Useful Life (In years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Impairment | Net Book Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ROLVEDON | $ | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sympazan | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SPRIX | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense was $5.8 million and $9.2 million for the three months ended March 31, 2026 and March 31, 2025, respectively.
11
The following table reflects the future amortization expense that the Company expects for its intangible assets as of March 31, 2026 (in thousands):
| Year Ending December 31, | Estimated Amortization Expense | |||||||
| 2026 (remainder) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Refer to Note 14. Subsequent Events, for further details on the Asset Sale to Cosette completed on April 8, 2026.
The Company reviews the carrying value of its long-lived assets when indicators of impairment are present. During the three months ended March 31, 2026, there were no triggering events that indicated potential impairment with respect to the Company’s long-lived assets.
During each quarter of 2025, the Company’s market capitalization was below the book value of the Company’s equity, which management determined represented an indicator of impairment with respect to its long-lived assets. For the three months ended September 30, 2025, the Company also recognized an additional indicator of impairment with respect to its SPRIX asset group related to a change in the expected timing of cash flows from SPRIX net product sales. Applying the relevant accounting guidance, the Company first assessed the recoverability of its long-lived assets at the product level at each date. After grouping the long-lived assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets and liabilities, the Company estimated the future net undiscounted cash flows expected to be generated from the use of the long-lived asset groups and their eventual disposition at each impairment testing date. The Company then compared the estimated undiscounted cash flows to the carrying amounts of the long-lived asset groups at each date.
For the assessment performed for the three months ended September 30, 2025, the Company determined that the undiscounted cash flows and the fair value of the SPRIX asset group were less than its carrying value and recognized an impairment for this asset group of $1.7 million during the third quarter of 2025, reducing its carrying value to $4.6 million. The fair value of the SPRIX asset group as of September 30, 2025 was determined using an income approach and Level 3 inputs, which included estimates of forecasted cash flows. The impairment charge was classified within Impairment of intangible assets in the Company’s Consolidated Statements of Comprehensive Loss.
For all the assessments for the Company’s other asset groups performed during each quarter in 2025, the Company determined that the estimated undiscounted cash flows were in excess of the carrying amounts for all its long-lived asset groups at each impairment testing date. Accordingly, the Company concluded that the long-lived asset groups were fully recoverable and no adjustment to their carrying values was required.
12
NOTE 5. DEBT
As of March 31, 2026 and December 31, 2025, long-term debt, net, consisted entirely of the carrying value of the Company’s 6.5 % Convertible Senior Notes due 2027 (the “2027 Convertible Notes”) of $39.2 million and $39.1 million, respectively.
On August 22, 2022, Assertio entered into a purchase agreement (the “Purchase Agreement”), with U.S. Bank Trust Company as the trustee of the initial purchasers (the “Initial Purchasers”) to issue $60.0 million in aggregate principal amount of the 2027 Convertible Notes. Under the Purchase Agreement, the Initial Purchasers were also granted an overallotment option to purchase up to an additional $10.0 million aggregate principal amount of the 2027 Convertible Notes solely to cover overallotment (the “Overallotment Option”) within a 13-day period from the date the initial 2027 Convertible Notes were issued. On August 24, 2022, the Initial Purchasers exercised the Overallotment Option in full for the $10.0 million aggregate principal amount of additional 2027 Convertible Notes. The 2027 Convertible Notes are senior unsecured obligations of the Company.
On February 27, 2023, the Company completed a privately negotiated exchange of $30.0 million principal amount of the 2027 Convertible Notes.
The terms of the 2027 Convertible Notes are governed by an indenture dated August 25, 2022 (the “2027 Convertible Note Indenture”). The terms of the 2027 Convertible Notes allow for conversion into the Company’s common stock, cash, or a combination of cash and common stock, at the Company’s election only, at an initial conversion rate of 16.28002 shares of the Company’s common stock per $1,000 principal amount (equal to an initial conversion price of approximately $61.42 per share), subject to adjustments specified in the 2027 Convertible Note Indenture. The 2027 Convertible Notes will mature on September 1, 2027, unless earlier repurchased or converted. The Company may redeem the 2027 Convertible Notes for cash equal to the principal amount, plus accrued and unpaid interest, if the closing price of the Company’s common stock has been at least 130 % of the conversion price noted above then in effect for at least 20 trading days during any 30 consecutive trading day period.
Pursuant to the terms of the 2027 Convertible Note Indenture, the Company and its restricted subsidiaries must comply with certain covenants, including mergers, consolidations, and divestitures; guarantees of debt by subsidiaries; issuance of preferred and/or disqualified stock; and liens on the Company’s properties or assets. The Company was in compliance with its covenants with respect to the 2027 Convertible Notes as of March 31, 2026.
The 2027 Convertible Notes bear interest at a rate of 6.5 % per annum payable semiannually in arrears on March 1 and September 1 of each year.
The following table reflects the carrying value of the 2027 Convertible Notes as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Principal balance | $ | $ | |||||||||
| Derivative liability for embedded conversion feature | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Carrying value | $ | $ | |||||||||
The debt issuance costs incurred related to the 2027 Convertible Notes are recognized as a debt discount and are being amortized as interest expense over the term of the 2027 Convertible Notes using the effective interest method with an effective interest rate determined to be 7.8 %. During both of the three months ended March 31, 2026 and 2025, the Company amortized $0.1
The Company determined that an embedded conversion feature included in the 2027 Convertible Notes required bifurcation from the host contract and to be recognized as a separate derivative liability carried at fair value. See Note 10. Fair Value, for further discussion of the estimated fair value of the derivative liability. All the other embedded features of the 2027 Convertible Notes were clearly and closely related to the debt host and did not require bifurcation as a derivative liability, or the fair value of the bifurcated features was immaterial to the Company’s consolidated financial statements.
13
As discussed at Note 14. Subsequent Events, after the signing of the Merger Agreement and substantially concurrent with the Offer, the Company or the Surviving Corporation, as applicable, will use commercially reasonable efforts to make an offer and consent solicitation to purchase the 2027 Convertible Notes at a purchase price approved by the Purchaser and Parent, contingent upon the Merger (which represents a “Fundamental Change,” as that term is defined in the 2027 Convertible Note Indenture). Refer to Note 14. Subsequent Events, for further details.
Interest Expense
The following table reflects debt-related interest included in Interest expense in the Company’s Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Interest on 2027 Convertible Notes | $ | $ | |||||||||||||||||||||
| Amortization of debt issuance costs on 2027 Convertible Notes | |||||||||||||||||||||||
| Total interest expense | $ | $ | |||||||||||||||||||||
NOTE 6. STOCK-BASED COMPENSATION
The Company’s stock-based compensation generally includes time-based restricted stock units (“RSU”) and stock options, and from time to time also includes performance-based RSUs and stock options.
Stock-based compensation of $0.7 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively, was recognized in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive Loss.
During the three months ended March 31, 2026, the Company granted 0.2 million RSUs at a weighted-average fair market value of $11.77 per share, and 0.2 million stock options at a weighted-average fair market value of $10.20 per share. During the three months ended March 31, 2025, the Company granted 0.1 million RSUs at a weighted-average fair market value of $12.19 per share, and 0.2 million stock options at a weighted-average fair market value of $10.89 per share.
Refer to Note 14. Subsequent Events, for details regarding the impact of the Merger on the Company’s outstanding equity-based awards.
NOTE 7. LEASES
The Company has a non-cancelable operating lease through December 31, 2030 for its corporate office, which is located in Lake Forest, Illinois. Additionally, in connection with the acquisition of Spectrum in July 2023 (the “Spectrum Merger”), the Company assumed leases for certain office equipment for which Spectrum had previously been the lessee.
The following table reflects lease expense for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| Financial Statement Classification | 2026 | 2025 | |||||||||||||||||||||||||||
| Operating lease cost | Selling, general and administrative expenses | $ | $ | ||||||||||||||||||||||||||
The following table reflects supplemental cash flow information related to leases for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Cash paid for amounts included in measurement of liabilities: | ||||||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||||||||||||||
14
The following table reflects supplemental balance sheet information related to leases as of March 31, 2026 and December 31, 2025 (in thousands):
| Financial Statement Classification | March 31, 2026 | December 31, 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| Operating lease right-of-use assets | Other long-term assets | $ | $ | ||||||||||||||
| Liabilities | |||||||||||||||||
| Current operating lease liabilities | Other current liabilities | $ | $ | ||||||||||||||
| Noncurrent operating lease liabilities | Other long-term liabilities | ||||||||||||||||
| Total lease liabilities | $ | $ | |||||||||||||||
NOTE 8. COMMITMENTS AND CONTINGENCIES
COMMITMENTS
Jubilant HollisterStier Manufacturing and Supply Agreement
In connection with the Company’s merger with Zyla Life Sciences (“Zyla”) in May 2020 (the “Zyla Merger”), the Company assumed a Manufacturing and Supply Agreement (the “Jubilant HollisterStier Agreement”) with Jubilant HollisterStier LLC (“JHS”) pursuant to which the Company engaged JHS to provide certain services related to the manufacture and supply of SPRIX for the Company’s commercial use. On January 2, 2026, the Company entered into an amendment (the “JHS Amendment”) of the Jubilant HollisterStier Agreement. The JHS Amendment sets the minimum number of batches of SPRIX required to be purchased for the two year period ending December 31, 2027. Total commitments to JHS for 2026 and 2027 as a result of the JHS Amendment are approximately $2.0 million in total.
Antares Supply Agreement
The Company previously entered into a supply agreement with Antares Pharma, Inc. (“Antares”) pursuant to which Antares will manufacture and supply the finished Otrexup products (the “Antares Supply Agreement”). Under the Antares Supply Agreement, the Company has agreed to annual minimum purchase obligations from Antares, which are approximately $2.1 million annually. The Antares Supply Agreement has an initial term through December 2031 and can be renewed thereafter.
As part of its ongoing commercial portfolio assessment, the Company ceased commercialization of Otrexup in July 2025. Pursuant to the Antares Supply Agreement’s termination provisions, amounts due upon termination are only payable if the Antares Supply Agreement is formally terminated by written notice. In December 2025, the Company and Antares reached a settlement in principle to settle any claims associated with the Company ceasing commercialization of Otrexup. The settlement in principle requires the Company to pay $1.2 million as of December 31, 2025, and would result in the termination of the Antares Supply Agreement. Accordingly, an accrual of $1.2 million was accrued in accordance with ASC 450-20-25, Loss Contingencies (“ASC 450-20”) as of March 31, 2026. There were no additional expenses recognized during the three months ended March 31, 2026 related to the Otrexup decommercialization.
Merger Agreement Termination Fee
In connection with the Merger Agreement, the Company is subject to a termination fee if the Merger Agreement is terminated by the Company under certain circumstances specified in the Merger Agreement. Refer to Note 14. Subsequent Events, for further details.
CONTINGENCIES
General
The Company is currently involved in various lawsuits, claims, investigations and other legal proceedings that arise in the ordinary course of business. The Company continues to monitor each matter and adjust accruals as warranted based on new information and further developments in accordance with ASC 450-20.
15
Other than the matters disclosed below, the Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of its business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. Although actions, claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, other than the matters set forth below, the Company is not currently involved in any matters that the Company believes may have a material adverse effect on its business, results of operations, cash flows or financial condition. However, regardless of the outcome, litigation can have an adverse impact on the Company because of associated cost and diversion of management time.
Stockholder Actions
Shapiro v. Assertio Holdings, Inc., et al., U.S. District Court, Northern District of Illinois, Case No. 1:24-cv-00169. On January 5, 2024, this putative securities class action lawsuit was filed by a purported shareholder, alleging that Assertio and certain of its current and former executive officers made false or misleading statements and failed to disclose material facts regarding the likely impact of INDOCIN sales and the Spectrum Merger on Assertio’s profitability (the “Shapiro class action”). On April 11, 2024, the court appointed Continental General Insurance Company as the lead plaintiff. The plaintiff filed an amended complaint on June 10, 2024, that names as defendants Assertio and certain of its current and former officers and directors, and Spectrum and certain of its former officers and directors. It alleges violations of Sections 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) between March 9, 2023 and January 3, 2024, and violations of Sections 14(a) and 20(a) of the Exchange Act in connection with the proxy statement issued in connection with the Spectrum Merger. The amended complaint seeks damages, interest, costs, attorneys’ fees, and such other relief as may be determined by the court. The defendants filed their motion to dismiss on August 9, 2024; the plaintiff filed its opposition brief on October 10, 2024; and the defendants filed their reply brief on November 14, 2024. The Company intends to vigorously defend itself in this matter.
In re Assertio Holdings, Inc. Derivative Litigation, U.S. District Court, Delaware, Case No. 1:24-cv-00383-UNA. Two putative stockholder derivative actions (Jung v. Peisert, et al., U.S. District Court, Delaware, Case No. 1:24-cv-00383-UNA, filed on March 26, 2024, and Hollin v. Mason, et al., U.S. District Court, Delaware, Case No. 1:24-cv-00785-UNA, filed on July 3, 2024) were filed against the Company (as a nominal defendant) and certain of its current and former executive officers and directors. The stockholder derivative complaints allege, inter alia, that (1) certain of the Company’s current and former executive officers and directors are liable to the Company, pursuant to Section 10(b) and 21(d) of the Exchange Act for contribution and indemnification, relating to the same underlying claims as the Shapiro class action, (2) certain of the Company’s current and former officers and directors breached their fiduciary duties, and committed acts of gross mismanagement, abuse of control, or were unjustly enriched, and (3) certain of the Company’s directors negligently violated Section 14(a) of the Exchange Act, by allegedly causing such false or misleading statements to be issued and/or failing to disclose material facts about such matters. The plaintiffs generally seek corporate reforms, damages, interest, costs, attorneys’ fees, and other unspecified equitable relief. On September 5, 2024, the court consolidated the two stockholder derivative actions under the caption In re Assertio Holdings, Inc. Derivative Litigation. On November 4, 2024, the parties filed a stipulation agreeing to stay the consolidated action pending proceedings in the Shapiro class action. On November 5, 2024, the court entered an order staying the consolidated action pursuant to the parties’ stipulation.
Jung v. Lebel, et al., Court of Chancery of the State of Delaware, Case No. 2024-0821 and Jung v. Turgeon, et al., Court of Chancery of the State of Delaware, Case No. 2024-0822. On August 5, 2024, alleged former Spectrum stockholder and current Assertio stockholder Jung (the same plaintiff who previously filed Jung v. Peisert, et. al., in Delaware federal court, as discussed above) filed two stockholder derivative complaints in the Delaware Chancery Court against certain former Spectrum officers and directors and naming both Assertio and Spectrum as nominal defendants. The complaints are, respectively, largely duplicative of the allegations in (1) the ongoing Ayoub shareholder class action in the Southern District of New York (discussed below), and (2) the now-resolved Luo shareholder class action in the District of Nevada (refer to “Note 8. Commitments and Contingencies” in the Company’s 2025 Form 10-K for a discussion of the Luo case). Jung previously raised these allegations in demand letters to Assertio’s Board, demanding that the Board take legal action against the individuals now named in these complaints. In response to Jung’s demand letters, the Board retained independent counsel, considered Jung’s demands, and provided a substantive response explaining the Board’s reasons for denying Jung’s demands. These complaints now allege that the Board wrongfully refused his demands. The individual defendants have not yet been served with either complaint. Assertio and Spectrum have been served with and moved to dismiss both complaints. Briefing schedules on the motions to dismiss have not been set.
Ayoub v. Spectrum Pharmaceuticals, Inc. et al., Case No. 1:22-cv-10292. On December 5, 2022, a class action lawsuit was filed in the U.S. District Court for the Southern District of New York (the “New York Action”). Three additional related putative securities class action lawsuits were subsequently filed by Spectrum shareholders against Spectrum and certain of its former executive officers in the U.S. District Court for the Southern District of New York: Osorio-Franco v. Spectrum
16
Pharmaceuticals, Inc., et al., Case No. 1:22-cv-10292 (filed December 5, 2022); Cummings v. Spectrum Pharmaceuticals, Inc., et al., Case No. 1:22-cv-10677 (filed December 19, 2022); and Carneiro v. Spectrum Pharmaceuticals, Inc., et al., Case No. 1:23-cv-00767 (filed January 30, 2023). These three additional New York lawsuits allege that Spectrum and certain of its former executive officers made false or misleading statements about, inter alia, the safety and efficacy of and clinical trial data for poziotinib in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act, and seek remedies including damages, interest, costs, attorneys’ fees, and such other relief as may be determined by the court. The court consolidated the three additional New York lawsuits and entered an order designating Christiansen as the lead plaintiff. Lead plaintiff Christiansen filed an amended consolidated complaint in the New York Action under the caption Christiansen v. Spectrum Pharmaceuticals, Inc, et al., on May 30, 2023, alleging a Class Period between March 17, 2022 and September 2022. On January 23, 2024, the court granted the defendants’ motion to dismiss as to five of the challenged statements but denied the motion to dismiss as to two specific statements. On October 25, 2024, a Spectrum stockholder (Ayoub) filed a substantially similar putative securities class action complaint asserting the same claims against the same defendants on behalf of the same alleged class as the New York Action. On October 30, 2024, Christiansen and Ayoub jointly moved for class certification and for appointment as class representatives in the New York Action. On November 4, 2024, defendants moved to disqualify Christiansen from serving as lead plaintiff and for a stay of proceedings pending appointment of a substitute lead plaintiff. On November 6, 2024, the court entered an order staying both cases pending resolution of the defendants’ motion to disqualify Mr. Christiansen as lead plaintiff. On August 4, 2025, the court entered an order granting the defendants’ motion to disqualify Christiansen from serving as lead plaintiff and reopening the lead plaintiff appointment process with applications to serve as substitute lead plaintiff due by September 24, 2025. Three individuals filed applications to serve as lead plaintiff, with one ultimately withdrawing from consideration. On January 6, 2026, the court issued an opinion and order regarding the two remaining applications, granting the application filed by Ayoub and denying the other remaining application. In addition to appointing Ayoub as lead plaintiff, the court terminated the original Ayoub case and consolidated it with the Christiansen case, which is now recaptioned Ayoub et al. v. Spectrum Pharmaceuticals, Inc. et al., Case No. 1:22-cv-10292-VEC. Following Ayoub’s appointment, the parties agreed to mediate and engaged in a mediation on April 27, 2026, at which the parties reached an agreement in principle to settle the matter, subject to the court’s approval. The parties notified the court of the agreement in principle on April 30, 2026. The parties agreed to a settlement of $7.0 million, of which the Company was responsible for paying approximately $2.2 million, with insurance responsible for the remaining $4.8 million. As of March 31, 2026, the Company has recorded a liability of $7.0 million in Accrued liabilities for the amount of the agreement in principle and has recorded an insurance receivable of $4.8 million in Prepaid and other current assets for the portion of the settlement amount that will be reimbursed by insurance.
Enyart v. Assertio Holdings, Inc., et. al. In the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois, Case No. 2024LA00000842. On November 8, 2024, this putative securities class action lawsuit was filed by an alleged former Spectrum shareholder who received Assertio shares in the Spectrum Merger, alleging that Assertio and certain of its current and former officers and directors violated Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 in connection with the registration statement for the Assertio shares issued in connection with the Spectrum Merger. In general terms, the complaint alleges that the registration statement contained misrepresentations and omissions related to the value of adding ROLVEDON to Assertio’s portfolio of products and the risk to Assertio’s business from potential generic competition to INDOCIN. The complaint sought compensatory damages, rescission or a rescissory measure of damages, interest, costs, attorneys’ fees, expert witness fees, and other unspecified equitable relief. On June 24, 2025, the court granted the defendants’ motion to dismiss, dismissing the complaint in its entirety, while granting leave to re-plead with respect to certain claims. On July 18, 2025, Enyart filed an amended complaint. On September 29, 2025, the defendants filed a motion to dismiss the amended complaint. On February 10, 2026, the court entered an order granting the defendants’ motion to dismiss in its entirety, while granting Enyart “one final opportunity and until March 13, 2026, to attempt to replead” with respect to certain claims. Enyart filed a second amended complaint on March 13, 2026. On April 16, 2026, the defendants filed a motion to dismiss the second amended complaint. Enyart’s opposition to the defendants’ motion to dismiss is due May 28, 2026. The defendants’ reply brief is due June 11, 2026. The court scheduled a hearing on the motion for June 25, 2026. The Company intends to vigorously defend itself in this matter.
NOTE 9. NET LOSS PER SHARE
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, plus potentially dilutive common shares, consisting of stock-based awards and equivalents, and convertible debt. For purposes of this calculation, stock-based awards and equivalents and convertible debt are considered to be potential common shares and are only included in the calculation of diluted net loss per share when their effect is dilutive.
17
The Company uses the treasury-stock method to compute diluted net loss per share with respect to its stock-based awards and equivalents. The Company uses the if-converted method to compute diluted earnings per share with respect to its convertible debt. Under the if-converted method, the Company assumes any convertible debt outstanding was converted at the beginning of each period presented when the effect is dilutive. As a result, interest expense, net of tax, and any other income statement impacts associated with the 2027 Convertible Notes, net of tax, is added back to the net loss used in the diluted earnings per share calculation. Additionally, the diluted shares used in the diluted earnings per share calculation includes the potential dilution effect of the convertible debt if converted into the Company’s common stock.
The Company’s potentially dilutive stock-based awards and convertible debt were not included in the computation of diluted net loss per share for the three months ended March 31, 2026 and 2025 because to do so would be anti-dilutive. Therefore, for the three months ended March 31, 2026 and 2025, basic and diluted net loss per common share were the same.
The following table reflects the calculation of basic and diluted net loss per common share for the three months ended March 31, 2026 and 2025 (in thousands, except for per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Basic and diluted loss per share | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Weighted-average shares used in computing basic and diluted net loss per share* | |||||||||||||||||||||||
| Basic and diluted net loss per share* | $ | ( | $ | ( | |||||||||||||||||||
* Basic and diluted net loss per share and weighted-average shares used in computing basic and diluted net loss per share for the three months ended March 31, 2025 have been adjusted to reflect the Reverse Stock Split effected on December 26, 2025.
The following table reflects outstanding potentially dilutive common shares that are not included in the computation of diluted net loss per share, because to do so would be anti-dilutive, for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025* | ||||||||||||||||||||||
| Convertible notes | |||||||||||||||||||||||
| Stock-based awards and equivalents | |||||||||||||||||||||||
| Total potentially dilutive common shares | |||||||||||||||||||||||
* Adjusted to reflect the Reverse Stock Split effected on December 26, 2025.
NOTE 10. FAIR VALUE
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
•Level 1: Quoted prices in active markets for identical assets or liabilities.
•Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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The following tables reflects the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):
| March 31, 2026 | Financial Statement Classification | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
Cash equivalents: | ||||||||||||||||||||||||||||||||
| Commercial paper | Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Money market funds | Cash and cash equivalents | |||||||||||||||||||||||||||||||
Short-term investments: | ||||||||||||||||||||||||||||||||
| U.S. Treasuries | Short-term investments | |||||||||||||||||||||||||||||||
| Corporate notes and bonds | Short-term investments | |||||||||||||||||||||||||||||||
| Commercial paper | Short-term investments | |||||||||||||||||||||||||||||||
| U.S. Government agencies | Short-term investments | |||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||
| Derivative liability | Long-term debt | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| December 31, 2025 | Financial Statement Classification | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||||||||
| U.S. Treasuries | Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Money market funds | Cash and cash equivalents | |||||||||||||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||||||||||||||
| U.S. Treasuries | Short-term investments | |||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||
| Derivative liability | Long-term debt | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity date at purchase of three months or less to be cash equivalents. The Company invests its cash in money market funds and marketable securities including U.S. Treasury and government agency securities, and higher quality debt securities of financial and commercial institutions. The Company classified money market funds as Level 1, due to their short-term maturity, and measured the fair value based on quoted prices in active markets for identical assets. The Company classified U.S. Treasury, commercial paper and government agency securities as Level 2, as the inputs used to value these instruments are directly observable or can be corroborated by observable market data for substantially the full term of the assets.
Short-Term Investments
The Company considers all highly liquid investments with a maturity date at purchase of more than three months and less than one year to be short-term investments. The Company’s short-term investments consist of marketable securities, which may include commercial paper, corporate notes and bonds and U.S. Treasury and U.S. government securities. The Company classified its short-term investments as trading securities. The short-term investments are recorded at fair value using Level 2 inputs, as the inputs used to value these instruments are directly observable or can be corroborated by observable market data for substantially the full term of the assets. Realized gains and losses on short-term investments are included in Interest income in the Condensed Consolidated Statements of Comprehensive Loss.
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Unrealized gains and losses from short-term investments classified as trading securities recognized by the Company for the three months ended March 31, 2026 and 2025 were immaterial.
Derivative Liability
The Company determined that an embedded conversion feature included in the 2027 Convertible Notes required bifurcation from the host contract and to be recognized as a separate derivative liability carried at fair value. The estimated fair value of the derivative liability, which represents a Level 3 valuation, was determined using a binomial lattice model using certain assumptions and consideration of an increased conversion ratio on the underlying convertible notes that could result from the occurrence of certain events. The significant assumption used in the binomial lattice model is a credit spread of 9.0 %.
There was no
Financial Instruments Not Required to be Remeasured at Fair Value
The Company’s other financial assets and liabilities are not remeasured to fair value, as the historical cost of each approximates its fair value. As of March 31, 2026, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion feature, was approximately $40.2 million, compared to a par value of $40.0 million. As of December 31, 2025, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion option, was approximately $36.8 million, compared to a par value of $40.0 million. The Company estimated the fair value of its 2027 Convertible Notes as of March 31, 2026 and December 31, 2025 based on a market approach, which represents a Level 2 valuation.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company has certain assets and liabilities that are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on a recurring basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition, or when a new liability is being established that requires fair value measurement. These assets and liabilities include long-lived assets and certain liabilities. The fair value measurements for these items rely primarily on Company-specific inputs. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would represent a Level 3 valuation.
NOTE 11. INCOME TAXES
For the three months ended March 31, 2026 and 2025, the Company recorded an expense of less than $0.1 million and $0.2 million, respectively. The difference between the income tax benefit or expense and the tax at the federal statutory rate of 21.0% in each period was principally due to the impact of the valuation allowance, partially offset by state income taxes.
Net cash refunded for income taxes were $0.2 million and $1.0 million for the three months ended March 31, 2026 and 2025, respectively.
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NOTE 12. SEGMENT INFORMATION
The Company manages its business within one reportable segment, relating to the sale of pharmaceutical products to its customers. The Company’s Chief Executive Officer serves as the chief operating decision maker (“CODM”). The CODM reviews the business, makes investing and resource allocation decisions and assesses operating performance through the use of Net loss. The CODM also uses Loss from operations as an additional measure of assessing performance and to allocate resources within the Company.
The Company provides the CODM, on a regular basis, information that supports Net loss, including Cost of sales, Research and development expenses, and Selling, general and administrative expenses. The Company further breaks down Selling, general and administrative expenses into selling and marketing expenses, compliance expenses, manufacturing expenses and other general and administrative expenses. Additionally, the Company provides the CODM information supporting its amortization of intangible assets, any impairment of assets, and restructuring charges.
The following table reflects the breakdown of Selling, general and administrative expenses for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Selling and marketing expenses | $ | $ | |||||||||||||||||||||
| Compliance expenses | |||||||||||||||||||||||
| Manufacturing expenses | |||||||||||||||||||||||
Other general and administrative expenses | |||||||||||||||||||||||
Total selling, general and administrative expenses | $ | $ | |||||||||||||||||||||
Selling and marketing expenses represent costs associated with the Company’s sales force, marketing and market access for the Company’s products. Compliance expenses are composed of costs associated with the Company’s finance and legal groups. Manufacturing expenses are composed of costs associated with regulatory, quality assurance, and contract manufacturing. Other general and administrative expenses are comprised primarily of functional expenses, including expenses for human resources, investor relations, and insurance. For the three months ended March 31, 2026 and 2025, there were no other segment items that the Company used to aggregate other costs and expenses to reconcile between Total revenues and Net loss.
To date, substantially all of the Company’s net product sales are related to sales in the U.S. and substantially all of the Company’s assets are located in the U.S.
NOTE 13. RESTRUCTURING CHARGES
The Company regularly evaluates its operations to identify opportunities to streamline operations and optimize operating efficiencies in anticipation of changes in the business environment. As such, Company management may approve, from time to time, plans to reduce costs and improve efficiencies, which may result in incurring costs associated with those restructuring efforts.
During the three months ended March 31, 2026, there were no restructuring charges recognized by the Company.
During the fourth quarter of 2025, the Company recognized $1.2 million in restructuring charges associated with a reduction in workforce. All related cash payments are expected to be completed by the fourth quarter of 2026. The Company does not expect to incur additional restructuring charges related to this restructuring effort.
Effective as of October 27, 2025, the Company separated from the service of its former Chief Executive Officer. Pursuant to his then existing Management Continuity Agreement with the Company, he was entitled to severance compensation and benefits of approximately $1.4 million, all of which were recognized during the year ended December 31, 2025. All related cash payments are expected to be completed by the second quarter of 2027. The Company does not expect to recognize any additional restructuring charges related to his separation from the Company.
During three months ended March 31, 2025, the Company recognized $0.3 million in restructuring costs associated with improving efficiencies within its sales and marketing organization, which recognized as Restructuring charges within the
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Condensed Consolidated Statement of Comprehensive Loss. All related cash payments were made in the third quarter of 2025. The Company does not expect to incur additional restructuring charges related to this restructuring effort.
The following table summarizes the changes in the Company’s accrued restructuring liability for employee compensation costs, which is classified within Accrued liabilities in the Condensed Consolidated Balance Sheets (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Balance as of the beginning of the period | $ | $ | |||||||||||||||||||||
| Accrual additions | |||||||||||||||||||||||
| Cash paid | ( | ( | |||||||||||||||||||||
| Balance as of the end of the period | $ | $ | |||||||||||||||||||||
NOTE 14. SUBSEQUENT EVENTS
Merger with Garda Therapeutics
Agreement and Plan of Merger
On April 8, 2026, the Company entered into the Original Merger Agreement with Garda Therapeutics, Inc., to be acquired for $18.00 per share of the Company’s shares of common stock in cash, plus one CVR representing the right to receive potential cash payments. On May 1, 2026, the Company entered into the Merger Agreement, which amended and restated the Original Merger Agreement in its entirety to provide for the acquisition of the Company at an amended purchase price of $21.80 per share of common stock in cash, without any CVR. Pursuant to the Merger Agreement, Purchaser is required to commence the Offer to acquire all of the Company’s outstanding shares of common stock for the Offer Price.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders, (i) each outstanding share of the Company’s common stock, other than any shares of the Company’s common stock held in the treasury of the Company or owned, directly or indirectly, by Parent or Purchaser, or by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be converted into the right to receive the Offer Price (the “Merger Consideration”); (ii) each option to purchase shares of the Company’s common stock (a “Company Stock Option”) under any employee, director, or consultant stock option, stock purchase or equity compensation plan, arrangement, or agreement of the Company (the “Company Stock Plans”), including the Company’s Amended and Restated 2014 Omnibus Incentive Plan, the Company’s Inducement Incentive Plan, the Company’s Second Amended and Restated 2004 Equity Incentive Plan and the Zyla Life Sciences Amended and Restated 2019 Stock-Based Incentive Compensation Plan, in accordance with the terms thereof, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be canceled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such canceled Company Stock Option as soon as practicable following the Effective Time (and in no event later than ten business days after the Effective Time an amount in cash, without interest, and subject to deduction for any required withholding tax, equal to the product of (a) the excess of the Merger Consideration over the exercise price per share under such Company Stock Option and (b) the number of shares subject to such Company Stock Option; provided, that if the exercise price per share (as adjusted for the conversion described above) of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment; and (iii) each restricted stock unit settleable in shares of the Company’s common stock granted under the Company Stock Plans (each, a “Company RSU”) that is outstanding and unvested as of immediately prior to the Effective Time will vest in full and will automatically be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration per Company RSU.
Purchaser’s obligation to accept shares of the Company’s common stock tendered in the Offer is subject to certain customary conditions for a transaction of this type, including: (i) that the number of shares of the Company’s common stock validly tendered and not validly withdrawn in accordance with the terms of the Offer, together with any shares of the Company’s common stock beneficially owned by Purchaser or any affiliate of Purchaser, equals at least one share more than 50 % of all shares of the Company’s common stock then issued and outstanding; (ii) the Company shall have Closing Net Cash (as defined in the Merger Agreement) of at least $95.0 million; and (iii) the absence of any law that makes illegal the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement (the “Transactions”), prohibits or limits Parent’s ownership of the Company or the Company’s, Parent’s or any of their respective subsidiaries’ businesses or assets, or
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imposes limitations on Parent’s rights of ownership of the Company’s common stock. The obligations of Parent and Purchaser to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing condition.
Following the completion of the Offer, upon the terms and conditions set forth in the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law, Purchaser will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent. The Merger will be effected as soon as practicable following the time of purchase by Purchaser of shares of the Company’s common stock validly tendered and not withdrawn in the Offer. Following the completion of the Offer, the Company’s common stock will no longer be listed for trading on Nasdaq.
In addition, pursuant to the Merger Agreement, the Company has agreed to customary “no shop” restrictions on its ability to, among other things, initiate, solicit or knowingly encourage alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding alternative acquisition proposals, subject to certain customary exceptions.
The Merger Agreement contains customary termination rights for both Parent and Purchaser, on the one hand, and the Company, on the other hand, including if the Acceptance Time shall not have occurred on or before July 2, 2026. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, including in connection with the Company’s entry into an agreement with respect to a “Superior Proposal” under the terms of the Merger Agreement, the Company will be required to pay Parent a termination fee of $5.8 million. In addition, if the Company terminates the Merger Agreement due to Parent’s or Purchaser’s breach of their representations, warranties, covenants or agreements, or due to Parent’s withdrawal of financing, Parent shall pay the Company a termination fee of $5.8 million.
2027 Convertible Notes Tender Offer
Pursuant to the Merger Agreement, the Company is required to comply in all material respects with its obligations under the terms of the 2027 Convertible Note Indenture, including taking all actions required by it to be taken prior to the Effective Time as a result of the consummation of the Merger. In addition, after the date of the Merger Agreement and substantially concurrently with the Offer, the Company or the Surviving Corporation, as applicable, will use commercially reasonable efforts to make an offer and consent solicitation (the “Note Offer”) to purchase the 2027 Convertible Notes at a purchase price approved by Purchaser and Parent, contingent upon the occurrence of a “Fundamental Change” (as defined in the 2027 Convertible Note Indenture) as a result of the Merger (which purchase price will equal 100 % of the principal amount of the 2027 Convertible Notes plus accrued and unpaid interest thereon to, but excluding, the stated maturity date of the 2027 Convertible Notes), and to purchase, after the Acceptance Time and prior to or concurrently with the occurrence of the Closing, any 2027 Convertible Notes tendered and not withdrawn as of the expiration date of the Note Offer. The consent solicitation will seek consent to remove Section 4.11 of the 2027 Convertible Note Indenture, and holders who tender 2027 Convertible Notes pursuant to the Note Offer will be required to deliver consents with respect to such proposed amendment and may not deliver consents without tendering their 2027 Convertible Notes. Following consummation of the Merger, Parent and Purchaser will, or will cause the Company to, comply with the provisions of Article 15 of the 2027 Convertible Note Indenture with respect to any 2027 Convertible Notes that remain outstanding after the consummation of the Note Offer.
Asset Purchase Agreement with Cosette
On April 8, 2026, the Company and certain wholly-owned subsidiaries of the Company (collectively, the “Sellers”) completed the Asset Sale to Cosette for an aggregate purchase price of $35.0 million in cash, with the potential for additional deferred amounts consisting of (i) in respect of Sympazan, INDOCIN and OTREXUP, net sales-based milestone payments of up to $32.0 million in cash in the aggregate and (ii) in respect of SPRIX, (a) a one-time cash payment of $1.0 million in the event of successful quality approval and delivery of a new batch of SPRIX products to Cosette’s warehouse by May 31, 2026, (b) eight percent of gross profits from SPRIX for the period from April 8, 2026 through December 31, 2027, and (c) a one-time cash payment of $2.0 million if net sales of SPRIX exceed $7.0 million during calendar year 2027.
The net carrying value of the assets sold to Cosette in the Asset Sale, which consisted of product inventory and product rights intangible assets, was approximately $15.4 million as of March 31, 2026. In connection with the Asset Sale, Cosette also assumed certain contracts, liabilities and obligations of the Sellers relating to the Products, including those related to manufacturing and supply, post-market commitments and clinical development costs.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION
Statements made in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. Our actual results or outcomes could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements can in some cases be identified by words such as “anticipate,” “approximate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “opportunity,” “plan,” “potential,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will” and other similar expressions, or the negative of these words and phrases. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to, and depend on, among other things, events, competitive dynamics and industry change, and economic or other circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, they may not be predictive of results or developments in future periods. Examples of forward-looking statements include, but are not necessarily limited to, those relating to:
•our ability to grow sales and the commercial success and market acceptance of ROLVEDON, including the coverage of our products by payors and pharmacy benefit managers;
•our ability to successfully develop and execute our sales, marketing and promotional strategies, including developing and maintaining relationships with customers, physicians, payors and other constituencies;
•the entry and sales of biosimilars of ROLVEDON and/or other products competitive with any of our products;
•our ability to execute the planned simplification of our corporate structure under a single entity, while ensuring uninterrupted product supply for patients that achieves the anticipated operating efficiencies in a timely manner and complies with applicable legal and regulatory requirements;
•our ability to successfully identify and execute business development and other strategic transactions;
•our ability to achieve the expected financial performance from product candidates and/or products we acquire, as well as delays, challenges and expenses, and unexpected liabilities and costs associated with obtaining regulatory approval and launching or integrating, as applicable, and operating newly-acquired product candidates and/or products, including our expectations around our ability to grow the sales and profitability of ROLVEDON;
•our expectations regarding changes in product volume and mix and the impact those changes may have on our operating results;
•our expectations regarding the recoverability of long-lived assets;
•our expectations regarding industry trends, including pricing pressures and managed healthcare practices;
•our ability to retain executive leadership and key employees;
•the ability of our third-party manufacturers to manufacture adequate quantities of commercially salable inventory and active pharmaceutical ingredients on commercially reasonable terms and in compliance with their contractual obligations to us, and our ability to maintain our supply chain which relies on single-source suppliers;
•the outcome of, and our intentions with respect to, any pending and potential future disputes, litigation or government investigations, as well as the costs and expenses associated therewith;
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•the timing, cost, results and impact of our clinical studies and other research and development efforts, including the extent to which data from the ROLVEDON same-day dosing trial, which was completed in the fourth quarter of 2024 and published in the January 2026 issue of the peer-reviewed journal, The Oncologist, may be subsequently included in the National Comprehensive Cancer Network guidelines in support of our ongoing commercialization efforts;
•our compliance or non-compliance with, or being subject to, legal and regulatory requirements related to the development or promotion of pharmaceutical products in the United States (“U.S.”);
•the extent to which the current U.S. federal administration may impose or seek to impose leadership, rule and/or policy changes impacting our business, including the Centers for Medicare & Medicaid Services’ (“CMS”) recently proposed new drug payment models to lower drug prices for Medicare beneficiaries under which CMS would explore potential adjustments to Medicare drug inflation rebate calculations by comparison to international drug pricing information, as well as legal challenges and uncertainty around the funding, functioning, regulatory and policy priorities of U.S. federal regulatory agencies;
•the potential impacts of future outbreaks of epidemics, pandemics or other diseases on our liquidity, capital resources, operations and business and those of the third parties on which we rely, including suppliers and distributors;
•our ability to obtain and maintain intellectual property protection for our products and operate our business without infringing the intellectual property rights of others;
•our ability to generate sufficient cash flow from our business to fund operations and to make payments on our indebtedness, our ability to restructure or refinance our indebtedness, if necessary, and our compliance with the terms and conditions of the agreements governing our indebtedness;
•our ability to raise additional capital or refinance our debt, if necessary;
•our intentions or expectations regarding the use of available funds and any future earnings or the use of net proceeds from securities offerings;
•our commitments and estimates regarding future obligations and other expenses, future revenues, capital requirements and needs for additional financing;
•our counterparties’ compliance or non-compliance with their obligations under our agreements;
•variations in revenues obtained from commercialization agreements, which may include contingent milestone payments, royalties, license fees and other contract revenues, including non-recurring revenues, and the accounting treatment with respect thereto;
•the estimation, projection or availability of net operating losses or tax credit carryforwards;
•the potential impacts of adverse business and economic conditions, including inflationary pressures, economic slowdown or recession, relatively high interest rates, government shutdowns and changes in monetary policy;
•the potential impacts of changes to U.S. and international trade policies, especially in light of the tariffs announced or imposed by the U.S. federal administration, including announced plans to impose up to 100% tariffs on imported branded or patented pharmaceuticals, subject to certain exceptions, and tariffs and other retaliatory actions, including legal challenges, taken by other countries, which may be followed by further changes to trade agreements, the imposition of further tariffs and greater restrictions on trade generally, as well as support for protectionism and rising anti-globalization sentiment in the U.S. and other countries that may slow global growth;
•the potential impacts of cybersecurity breaches on our compliance with applicable laws, our intellectual property protection and our operations; and
•our common stock maintaining compliance with The Nasdaq Capital Market’s continued listing standards.
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This document also contains statements about the proposed tender offer by Audi Merger Sub, Inc., a wholly-owned subsidiary of Garda Therapeutics, Inc., to acquire all outstanding shares of the our common stock, the subsequent merger pursuant to which the Company would become a wholly-owned subsidiary of Garda Therapeutics, Inc., including, without limitation, statements regarding the expected timing and completion of the transactions and the parties’ ability to satisfy the conditions to consummation (the “Transactions”). Many factors could cause actual results to differ materially from these forward-looking statements with respect to the Transactions, including: (1) risks associated with the timing of the closing of the Transactions, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the Transactions will not occur in which case ROLVEDON would be the our only product; (2) uncertainties as to how many of our stockholders will tender their shares in the tender offer by Audi Merger Sub, Inc.; (3) the possibility that competing offers will be made; (4) the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transactions; (6) the outcome of any legal proceedings that may be instituted against the parties and others related to the Transactions; (7) unanticipated difficulties or expenditures relating to the Transactions; (8) the effect of the announcement or pendency of the Transactions on our business and operating results (including the response of business partners and competitors and potential difficulties in employee retention as a result of the announcement and pendency of the Transactions); (9) risks related to the diverting of management’s attention from our ongoing business operations; and (10) general economic and market conditions. The foregoing list of factors is not exhaustive. You should not place undue reliance on any forward-looking statements.
Factors that could cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described and incorporated by reference in the “Risk Factors” section and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 16, 2026 (the “2025 Form 10-K”). While the list of factors presented in this Quarterly Report on Form 10-Q and the 2025 Form 10-K are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Except as required by law, we assume no obligation to update or revise any forward-looking statement after the date of this Quarterly Report on Form 10‑Q, whether as a result of new information, future events, changes in assumptions or otherwise. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in any such forward‑looking statement.
COMPANY OVERVIEW
Unless otherwise noted or required by context, use of “Assertio,” the “Company,” “we,” “our” and “us” refer to Assertio Holdings and/or its applicable subsidiary or subsidiaries. Reference to “Assertio Specialty” refers to Assertio Specialty Pharmaceuticals, LLC, and “Spectrum” refers to Spectrum Pharmaceuticals, Inc. and/or its applicable subsidiary or subsidiaries. Both Assertio Specialty and Spectrum are wholly-owned subsidiaries of the Company.
We are a pharmaceutical company with comprehensive commercial capabilities offering differentiated products designed to address patients’ needs. Our focus is on supporting patients by marketing products primarily in the oncology market.
On April 8, 2026, we entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Garda Therapeutics, Inc., a Delaware corporation (“Parent”), and Audi Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”) to be acquired by Parent for $18.00 per share in cash, plus one contingent value right (“CVR”) per share (the “Original Merger Agreement”). On May 1, 2026, we amended and restated the Original Merger Agreement in its entirety (the “Merger Agreement”) to provide for the acquisition of the Company by Parent at an amended purchase price of $21.80 per share in cash, without any CVR.
The Merger Agreement provides for, among other things, (i) our acquisition through a cash tender offer (the “Offer”) for all of our common stock, for $21.80 per share of our common stock in cash (the “Offer Price”) and (ii) following the completion of the Offer, the merger of Purchaser with and into us (the “Merger”) with us surviving the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”).
The closing of the Merger Agreement is expected to occur in the second quarter of 2026 and is subject to customary closing conditions, including the tender of a majority of the outstanding shares of our common stock.
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In addition, on April 8, 2026 we also announced that we have signed and closed an agreement (the “Asset Purchase Agreement”) to sell all non-ROLVEDON assets to Cosette Pharmaceuticals, Inc. (“Cosette”).
Pursuant to the Asset Purchase Agreement, we divested the assets, properties, rights, title and interest in and to the INDOCIN products, Sympazan, SPRIX, Cambia, Zipsor, and the recently decommercialized Otrexup to Cosette for an up-front payment of $35.0 million plus earnouts related to certain product milestones (the “Asset Sale”).
Prior to the Asset Sale to Cosette on April 8, 2026, our primary marketed products were:
ROLVEDONTM (eflapegrastim-xnst) injection for subcutaneous use | A long-acting granulocyte colony-stimulating factor with a novel formulation that is indicated to decrease the incidence of infection, as manifested by febrile neutropenia, in adult patients with nonmyeloid malignancies receiving myelosuppressive anti-cancer drugs associated with clinically significant incidence of febrile neutropenia. | ||||
| Sympazan® (clobazam) oral film | A benzodiazepine indicated for the adjunctive treatment of seizures associated with Lennox-Gastaut Syndrome in patients aged two years of age or older. Sympazan is the only product to offer clobazam in a film with PharmFilm® technology. Sympazan is taken without water or liquid, adheres to the tongue, and dissolves to deliver clobazam. | ||||
INDOCIN® (indomethacin) Suppositories | A suppository and oral solution of indomethacin used both in hospitals and out-patient settings. Both products are nonsteroidal anti-inflammatory drugs (“NSAIDs”), indicated for: | ||||
| • Moderate to severe rheumatoid arthritis including acute flares of chronic disease | |||||
| • Moderate to severe ankylosing spondylitis | |||||
INDOCIN® (indomethacin) Oral Suspension | • Moderate to severe osteoarthritis | ||||
| • Acute painful shoulder (bursitis and/or tendinitis) | |||||
| • Acute gouty arthritis | |||||
SPRIX® (ketorolac tromethamine) Nasal Spray | A prescription NSAID indicated in adult patients for the short-term (up to five days) management of moderate to moderately severe pain that requires analgesia at an opioid level. SPRIX is a non-narcotic nasal spray that provides patients with moderate to moderately severe short-term pain relief through a form of ketorolac that is absorbed rapidly but does not require an injection administered by a healthcare provider. | ||||
CAMBIA® (diclofenac potassium for oral solution) | A prescription NSAID indicated for the acute treatment of migraine attacks with or without aura in adults 18 years of age or older. CAMBIA can help patients with migraine pain, nausea, photophobia (sensitivity to light), and phonophobia (sensitivity to sound). CAMBIA is not a pill; it is a powder, and combining CAMBIA with water activates the medicine in a unique way. | ||||
In the third quarter of 2025, we advanced key integration efforts to consolidate operations and align our products, including ROLVEDON, under a single subsidiary, Assertio Specialty. Sales of ROLVEDON in 2025 reflected normal demand through the first nine months of 2025, as well as large purchases by several national distributors to help ensure consistent supply of ROLVEDON during the fourth quarter of 2025 and the first quarter of 2026 as we substantially completed the integration of ROLVEDON into Assertio Specialty. We did not record material net product sales of ROLVEDON during the fourth quarter of 2025 and the first quarter of 2026. Sales of the newly labeled ROLVEDON will commence at a normal volume in the second quarter of 2026.
On December 26, 2025, we effected a 1-for-15 reverse stock split of our issued and outstanding common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, our stockholders received one share of the Company’s common stock for every 15 shares held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affected all our issued and outstanding shares of common stock equally. Any fractional shares remaining as a result of the Reverse Stock Split were paid to the shareholder in cash. The par value and number of authorized shares of our common stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split also affected our outstanding stock-based awards and convertible senior notes due 2027 and resulted in the shares underlying such instruments being reduced and the exercise price or conversion price being increased proportionately.
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RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025
The following table reflects loss from operations for the three months ended March 31, 2026 and March 31, 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Product sales, net: | |||||||||||||||||
| ROLVEDON | $ | 493 | $ | 13,121 | |||||||||||||
| INDOCIN products | 3,446 | 5,544 | |||||||||||||||
| Sympazan | 2,580 | 2,179 | |||||||||||||||
| SPRIX | 1,370 | 1,589 | |||||||||||||||
| Other products | 1,009 | 3,561 | |||||||||||||||
| Total product sales, net | 8,898 | 25,994 | |||||||||||||||
| Royalty revenue | 435 | 494 | |||||||||||||||
| Other revenue | 600 | — | |||||||||||||||
| Total revenues | 9,933 | 26,488 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of sales | 2,711 | 7,786 | |||||||||||||||
| Research and development expenses | 454 | 438 | |||||||||||||||
| Selling, general and administrative expenses | 19,434 | 21,975 | |||||||||||||||
| Amortization of intangible assets | 5,804 | 9,233 | |||||||||||||||
| Restructuring charges | — | 289 | |||||||||||||||
| Total costs and expenses | 28,403 | 39,721 | |||||||||||||||
| Loss from operations | $ | (18,470) | $ | (13,233) | |||||||||||||
Product Sales, net
ROLVEDON net product sales decreased $12.6 million from $13.1 million for the three months ended March 31, 2025 to $0.5 million for the three months ended March 31, 2026 due to lower volume. In the third quarter of 2025, we advanced key integration efforts to consolidate operations and align our products, including ROLVEDON, under a single subsidiary, Assertio Specialty. Accordingly, several national distributors made large purchases during the third quarter of 2025 to help ensure a consistent supply of ROLVEDON during the fourth quarter of 2025 and first quarter of 2026 while we substantially completed the integration of ROLVEDON into Assertio Specialty. As a result, we did not record material net product sales of ROLVEDON for the three months ended March 31, 2026. Sales of the newly labeled ROLVEDON will commence at a normal volume in the second quarter of 2026.
INDOCIN net product sales decreased $2.1 million from $5.5 million for the three months ended March 31, 2025 to $3.4 million for the three months ended March 31, 2026, primarily due to lower volume from previously announced generic competition.
Sympazan net product sales increased $0.4 million from $2.2 million for the three months ended March 31, 2025 to $2.6 million for the three months ended March 31, 2026, primarily due to higher volume and favorable payor mix.
SPRIX net product sales decreased $0.2 million from $1.6 million for the three months ended March 31, 2025 to $1.4 million for the three months ended March 31, 2026, primarily due to lower volume, partially offset by favorable payor mix.
Other net product sales for the three months ended March 31, 2026 and 2025 included net product sales of Otrexup of zero and $1.7 million, respectively, net product sales of CAMBIA of $0.9 million and $1.6 million, respectively, and net product sales of Zipsor $0.2 million and $0.3 million, respectively. The year-over-year decrease in other net product sales was primarily due to lower Otrexup net product sales as a result of ceasing commercialization of Otrexup in July 2025.
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As discussed in “Company Overview” above, we completed the Asset Sale to Cosette on April 8, 2026. As a result of the Asset Sale, future net product sales will no longer include sales associated with the products sold to Cosette occurring subsequent to April 8, 2026.
Royalty Revenue
In November 2010, we entered into a license agreement granting Tribune Pharmaceuticals Canada Ltd. (later known as Aralez Pharmaceuticals, Miravo Healthcare, and Searchlight Pharma, or “Searchlight,” now owned by Apotex Inc.) the rights to commercially market CAMBIA in Canada. The counterparty to the license agreement independently contracts with manufacturers to produce a specific CAMBIA formulation in Canada. We recognized royalty revenue related to the CAMBIA licensing agreement of $0.4 million and $0.5 million for the three months ended March 31, 2026 and March 31, 2025, respectively.
The patents underlying the license agreement that we have with Searchlight expire in June 2026, and we anticipate that there will be generic competition in Canada after the patents expire, or the earlier negotiated launch of generics in connection with the settlement of patent litigation, resulting in increased competition with CAMBIA upon patent expiration.
As discussed in “Company Overview” above, we completed the Asset Sale to Cosette on April 8, 2026. As a result of the Asset Sale, we will recognize no royalty revenue from sales of CAMBIA in Canada occurring subsequent to April 8, 2026.
Other Revenue
Other revenue consists of adjustments to reserves for product sales allowances (gross-to-net sales allowances) for previously divested products and can result in a reduction to, or an increase to, total revenues during the period. Sales adjustments for reserves recorded in prior periods for previously divested products increased total revenue by $0.6 million for the three months ended March 31, 2026. There was no other revenue recognized for the three months ended March 31, 2025.
Cost of Sales
Cost of sales consists of costs of the active pharmaceutical ingredient, contract manufacturing and packaging costs, royalties payable to third parties, inventory write-downs and scrap, product quality testing, distribution costs, and shipping costs related to our product sales. Cost of sales excludes the amortization of intangible assets. Fair value of inventories acquired through business combinations or asset acquisitions include an inventory step-up within the value of inventories. The inventory step-up value is amortized as the related inventory is sold, and included in cost of sales.
Cost of sales decreased $5.1 million from $7.8 million for the three months ended March 31, 2025 to $2.7 million for the three months ended March 31, 2026, primarily due (i) a $3.5 million decrease from the impact of lower ROLVEDON volumes in the first quarter of 2026, due to the customer purchases of ROLVEDON inventory during the third quarter of 2025 noted above, (ii) a $1.3 million decrease in Otrexup cost of sales due to ceasing commercialization of Otrexup in July 2025, and (iii) a $0.3 million decline in INDOCIN cost of sales due to lower INDOCIN sales volume.
Cost of sales are impacted by changes in both product volume and mix, which will have an impact on Cost of sales recognized by us in future periods.
As discussed in “Company Overview” above, we completed the Asset Sale to Cosette on April 8, 2026. As a result of the Asset Sale, future cost of sales will no longer include cost of sales associated with the products sold to Cosette occurring subsequent to April 8, 2026.
Research and Development Expenses
Research and development expenses include salaries, costs for clinical trials, consultant fees, supplies, and allocations of corporate costs. Research and development expenses were virtually flat for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The expenses in both periods were primarily associated with ongoing clinical activity for the ROLVEDON pediatric safety trial.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily consist of personnel, contract personnel, marketing and promotion expenses, personnel expenses to support our administrative and operating activities, facility costs, and professional expenses, such as legal and accounting fees.
Selling, general and administrative expenses decreased $2.5 million from $22.0 million for the three months ended March 31, 2025 to $19.4 million for the three months ended March 31, 2026, primarily due to (i) a $2.2 million net decrease in litigation expenses associated with certain litigation items, (ii) a $0.4 million decrease in stock-based compensation expense, and (iii) $0.3 million of lower personnel expenses. The decrease was partially offset by a $0.4 million increase in other general operating expenses.
As discussed in “Company Overview” above, we completed the Asset Sale to Cosette on April 8, 2026. As a result of the Asset Sale, future selling, general and administrative expenses will no longer include selling, general and administrative directly associated with the products sold to Cosette occurring subsequent to April 8, 2026.
Amortization of Intangible Assets
The following table reflects amortization of intangible assets for the three months ended March 31, 2026 and March 31, 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Amortization of intangible assets—ROLVEDON | $ | 4,339 | $ | 4,339 | |||||||||||||||||||||||||
| Amortization of intangible assets—Sympazan | 303 | 303 | |||||||||||||||||||||||||||
| Amortization of intangible assets—SPRIX | 1,162 | 952 | |||||||||||||||||||||||||||
| Amortization of intangible assets—INDOCIN | — | 3,639 | |||||||||||||||||||||||||||
| Total | $ | 5,804 | $ | 9,233 | |||||||||||||||||||||||||
Amortization expense decreased $3.4 million from $9.2 million for the three months ended March 31, 2025 to $5.8 million for the three months ended March 31, 2026, primarily as a result of a decrease of $3.6 million due to the full amortization of the remaining value of the INDOCIN intangible assets in the second quarter of 2025, offset by a $0.2 million increase related to a change in the remaining estimated useful life of the SPRIX product rights intangible assets effective October 1, 2025.
As discussed in “Company Overview” above, we completed the Asset Sale to Cosette on April 8, 2026. As a result of the Asset Sale, we will no longer recognize any amortization associated with the Sympazan and SPRIX intangible assets occurring subsequent to April 8, 2026.
Restructuring
We regularly evaluate our operations to identify opportunities to streamline operations and optimize operating efficiencies in anticipation of changes in the business environment. As such, Company management may approve, from time to time, plans to reduce costs and improve efficiencies, which may result in incurring costs associated with those restructuring efforts.
During the three months ended March 31, 2026, we recognized no restructuring charges for any restructuring efforts, including any associated with the reduction in workforce initiated in the fourth quarter of 2025. We do not expect to incur additional restructuring charges related to this restructuring effort.
During three months ended March 31, 2025, we recognized $0.3 million in restructuring costs associated with improving efficiencies within our sales and marketing organization. We do not expect to incur additional restructuring charges related to this restructuring effort.
We expect cash payments for our prior restructuring efforts to be complete by the second quarter of 2027.
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Other Expense
The following table reflects Other expense income for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Interest expense | $ | (775) | $ | (765) | |||||||||||||||||||
| Interest income | 469 | 720 | |||||||||||||||||||||
| Other loss | (35) | (18) | |||||||||||||||||||||
| Total other expense | $ | (341) | $ | (63) | |||||||||||||||||||
The following table reflects Interest expense for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Interest on 2027 Convertible Notes | $ | 650 | $ | 650 | |||||||||||||||||||
| Amortization of debt issuance costs on 2027 Convertible Notes | 125 | 115 | |||||||||||||||||||||
| Total interest expense | $ | 775 | $ | 765 | |||||||||||||||||||
Income Tax Expense
We recorded an income tax expense of less than $0.1 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively. The difference between the income tax expense and the tax at the federal statutory rate of 21.0% in each period was primarily due to the impact of the valuation allowance, partially offset by state income taxes. As of March 31, 2026 and December 31, 2025, we concluded that it is not more likely than not that the net deferred tax asset recorded as of those dates will be realized. As a result, we recorded a full valuation allowance against our net deferred tax asset as of both March 31, 2026 and December 31, 2025.
LIQUIDITY AND CAPITAL RESOURCES
We have financed, and continue to finance, our operations and business development efforts primarily from product sales, the proceeds of secured borrowings, and public sales of equity securities, including convertible debt securities.
We believe that our existing cash and cash equivalents and short-term investments, which totaled $71.6 million at March 31, 2026, will be sufficient to fund our operations and make the required payments under our debt agreements due for the next 12 months from the date of this filing. We base this expectation on our current operating plan, which may change as a result of many factors.
Our cash needs may vary materially from our current expectations because of numerous factors, including:
•transaction costs associated with our transactions with Parent and Cosette;
•changes in our working capital needs, including, but not limited to, the timing of purchases and manufacturing of our inventories, the timing of payment of our accounts payable and accrued rebates, returns and discounts, and the timing of accounts receivable collections, due to the large purchases of ROLVEDON inventory by several national distributors in the third quarter of 2025 noted above;
•interest and principal payments on our current and future indebtedness;
•our level of expenditures related to the commercialization of our products, including our efforts to manage supply costs and enhance the long-term prospects of ROLVEDON product sales;
•potential additional expenses relating to any litigation matters, as discussed “Note 8. Commitments and Contingencies” of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q;
•potential payments required as a result of ceasing commercialization of Otrexup in July 2025;
•potential payments for income and other taxes to the extent that they cannot be offset against our net operating loss (“NOL”) carryforwards;
•acquisitions or licenses of complementary businesses, products, technologies or companies;
•financial terms of definitive license agreements or other commercial agreements we may enter into;
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•changes in the focus and direction of our business strategy and/or research and development programs;
•potential expenses, including termination expenses if a decision is made to cease development of Spectrum’s de-prioritized development asset poziotinib; and
•expenditures related to future clinical trial costs.
We expect our cash needs will be met by our existing cash, cash equivalents, and short-term investments, including funding our future operations, payments due under our debt agreement, ongoing legal expenses and settlement payments, or product acquisitions and strategic transactions that we may pursue. We expect that ongoing legal expenses will, and any settlements that we are able to negotiate may, continue to be a significant usage of cash in 2026. We may be required to raise additional capital if our cash needs increase significantly from current expectations.
On August 22, 2022, we issued $70.0 million aggregate principal amount of convertible senior notes which mature on September 1, 2027 and bear interest at a rate of 6.5% per annum, payable semi-annually in arrears on March 1 and September 1 of each year (the “2027 Convertible Notes”). On February 27, 2023, we completed a privately negotiated exchange of $30.0 million principal amount of the 2027 Convertible Notes.
The terms of the 2027 Convertible Notes are governed by an indenture dated August 25, 2022 (the “2027 Convertible Note Indenture”). Pursuant to the terms of the 2027 Convertible Note Indenture, we and our restricted subsidiaries must comply with certain covenants, including mergers, consolidations, and divestitures; guarantees of debt by subsidiaries; issuance of preferred and/or disqualified stock; and liens on our properties or assets. We were in compliance with our covenants with respect to the 2027 Convertible Notes as of March 31, 2026.
After the Merger Agreement and substantially concurrently with the Offer, we or the Surviving Corporation, as applicable, will use commercially reasonable efforts to make an offer and consent solicitation to purchase the 2027 Convertible Notes at a purchase price approved by Purchaser and Parent, contingent upon the Merger (which represents a “Fundamental Change,” as that term is defined in the 2027 Convertible Note Indenture) as a result of the Merger. For further details, refer to “Note 14. Subsequent Events,” of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
The following table reflects summarized cash flow activities for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash provided by (used in) operating activities | $ | 8,563 | $ | (12,538) | ||||||||||
| Net cash provided by (used in) investing activities | 15,110 | (2,935) | ||||||||||||
| Net cash used in financing activities | (189) | (111) | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 23,484 | $ | (15,584) | ||||||||||
Cash Flows from Operating Activities
Cash provided by operating activities was $8.6 million for the three months ended March 31, 2026, compared to cash used in operating activities of $12.5 million for the three months ended March 31, 2025. The change was primarily due to higher cash generated by working capital, partially offset by lower net product sales.
Operating assets and liabilities generated net cash of $20.3 million for the three months ended March 31, 2026 compared to a net cash use of $10.1 million for the three months ended March 31, 2025. The net cash generated for the three months ended March 31, 2026 was higher compared to the three months ended March 31, 2025 primarily due to an increase in cash collections from accounts receivable associated with the sale of ROLVEDON inventory at the end of the third quarter of 2025, which included extended payment terms provided to ROLVEDON customers, as further discussed above in “COMPANY OVERVIEW.” This was partially offset by lower accruals from the timing of settlements of accrued rebates, returns and discounts related to the sale of ROLVEDON inventory at the end of the third quarter of 2025, and higher settlements of accrued liabilities.
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Cash flows from operating activities are impacted by, among other things, product revenue, operating profit and changes in working capital. Fluctuations in any of these will impact our cash flows from operating activities recognized in future periods. Due to the large purchases of ROLVEDON by several national distributors in the third quarter of 2025, the timing of related cash collections and payments resulted in lower cash flows from operating activities in the first quarter of 2026. Cash flows from operating activities is expected to increase in the second quarter of 2026.
Cash Flows from Investing Activities
Cash provided by investing activities for the three months ended March 31, 2026 was $15.1 million, which consisted of $30.4 million of proceeds from maturities of short-term investments in highly liquid marketable securities with a maturity date at purchase of more than three months and less than one year, partially offset by $15.3 million of purchases of short-term investments.
Cash used in investing activities for the three months ended March 31, 2025 was $2.9 million, which consisted of $31.4 million of purchases of short-term investments in highly liquid marketable securities with a maturity date at purchase of more than three months and less than one year, partially offset by $28.5 million of proceeds from maturities of short-term investments.
Cash Flows from Financing Activities
Cash used in financing activities was $0.2 million and $0.1 million for the three months ended March 31, 2026 and March 31, 2025, respectively, and consisted entirely of cash used for employees’ withholding tax liability upon the vesting of employee stock awards.
Contractual Obligations
Our principal material cash requirements consist of obligations related to our payments for rebates, returns and discounts, payments for debt, non-cancelable leases for our office space, non-cancelable contractual obligations for our purchase commitments, and cash payments for our restructuring activities.
In addition, the Merger Agreement contains customary termination rights for both Parent and Purchaser. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, we may be required to pay Parent a termination fee of $5.8 million, depending on the circumstances leading to the termination. For defined terms further details, refer to “Note 14. Subsequent Events” of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
Critical accounting policies are those that require significant judgment and/or estimates by management at the time that the financial statements are prepared such that materially different results might have been reported if other assumptions had been made. We consider certain accounting policies related to revenue recognition, impairment of long-lived assets and income taxes to be critical policies. These estimates form the basis for making judgments about the carrying value of assets and liabilities. We believe there have been no significant changes in our critical accounting policies and significant judgments and estimates since we filed our 2025 Form 10-K. See ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — Critical Accounting Policies and Significant Estimates in our 2025 Form 10-K for further information.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and therefore are not required to provide the information called for by this Item 3.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2026.
We review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis to improve our controls and procedures over time and to correct any deficiencies that we may discover in the future. Our goal is to ensure that our senior management has timely access to all material financial and non-financial information concerning our business. While we believe the present design of our disclosure controls and procedures is effective to achieve our goal, future events affecting our business may cause us to significantly modify our disclosure controls and procedures.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal controls over financial reporting during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of our material pending legal proceedings, see “Note 8. Commitments and Contingencies” of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
We are subject to various risks and uncertainties that could have a material impact on our business, results of operations and financial condition, including those hereby incorporated by reference from Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K. Other than as set forth below, there have been no material changes to our risk factors as disclosed in our 2025 10-KIn addition to other information in this report, the following risk factors, together with the risks and uncertainties referenced above, should be considered carefully in evaluating an investment in our securities. If any of these risks or uncertainties actually occur, our business, results of operations or financial condition would be materially and adversely affected. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are unaware or that we currently deem immaterial may also become important factors that may harm our business, results of operations and financial condition.
Risks Related to the Pending Merger
Failure to complete the Merger could negatively impact our stock price and future business and financial results.
On April 8, 2026, we entered into an Agreement and Plan of Merger with Garda Therapeutics, Inc. (the “Original Merger Agreement”), which provided for the acquisition of the Company at a purchase price of $18.00 per share in cash, plus one contingent value right per share. On May 1, 2026, we entered into an Amended and Restated Agreement and Plan of Merger with Garda Therapeutics, Inc. (the “Merger Agreement”), which amended and restated the Original Merger Agreement in its entirety to provide for the acquisition of the Company at an amended purchase price of $21.80 per share in cash, without any contingent value right (the “Offer Price”). Pursuant to the Merger Agreement, Audi Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Garda Therapeutics, Inc. (“Parent”), commenced a tender offer (the “Offer”) to acquire all of our outstanding shares of common stock for the Offer Price. Following the completion of the Offer, the Purchaser will merge with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”).
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Consummation of the Offer and the Merger is subject to a number of conditions, including, without limitation, (i) the valid tender of a number of shares of our common stock that, together with shares already owned by Parent or Purchaser, equals at least one share more than 50% of all outstanding shares of our common stock (the “Minimum Condition”); (ii) the absence of any law or order that prohibits or makes illegal the consummation of the Offer or the Merger; (iii) the absence of a material adverse effect with respect to the Company having occurred since the signing of the Merger Agreement; and (iv) our having a Closing Net Cash of at least $95.0 million. In addition, if the Company terminates the Merger Agreement due to Parent’s or Purchaser’s breach of their representations, warranties, covenants or agreements, or due to Parent’s withdrawal of financing, the Company’s recourse may effectively be limited to a $5.8 million termination fee from Parent.
Concurrently with the Offer, pursuant to the Merger Agreement, we are making an offer and consent solicitation, using commercially reasonable efforts, to purchase our outstanding 6.5% Convertible Senior Notes due 2027 (the “2027 Convertible Notes Offer”). The completion of the 2027 Convertible Notes Offer is subject to conditions, including the consummation of the Merger. There is no guarantee that we will be able to successfully complete the 2027 Convertible Notes Offer.
If the Merger is not completed for any reason, we will remain an independent public company. Our ongoing business may be materially and adversely affected and we would be subject to a number of risks, including the following: (i) we may experience negative reactions from the financial markets, including negative impacts on the trading price of our common stock, and from our customers, payors, suppliers, regulators and employees; (ii) we may be required to pay Parent a Company Termination Fee of $5.8 million if the Merger Agreement is terminated under specified circumstances, including because we have terminated the Merger Agreement to enter into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement); and (iii) matters relating to the Merger will require substantial commitments of time and resources by our management and the expenditure of significant funds, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company. If any of these risks materialize, they may materially and adversely affect our business, financial condition, financial results and stock price.
While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could materially adversely affect our operating results, financial position and cash flows or result in a loss of customers, payors or suppliers.
The Merger Agreement includes restrictions on the conduct of our business until the earlier of the completion of the Merger or termination of the Merger Agreement. For example, unless we obtain Parent’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), we may not, subject to certain exceptions and aggregate limitations, incur additional indebtedness, issue additional shares of our common stock, repurchase our common stock, pay dividends, acquire assets, securities or property, dispose of businesses or assets, enter into material contracts or make certain additional capital expenditures. We may find that these and other contractual restrictions in the Merger Agreement delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management believes they may be advisable. The pendency of the Merger may also divert management’s attention and our resources from ongoing business and operations. Our customers, payors and suppliers may experience uncertainties about the effects of the Merger. It is possible that some customers, payors, suppliers and other parties with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with us as a result of the pending Merger.
We may have difficulty attracting, motivating and retaining executives and other key employees in light of the pending Merger.
Uncertainty about the effect of the Merger on our employees may have an adverse effect on our business. This uncertainty may impair our ability to attract, retain and motivate key employees. Employee hiring and retention may be particularly challenging during the pendency of the Merger, as our current and prospective employees may experience uncertainty about their future roles. No assurance can be given that we will be able to attract or retain key employees to the same extent that we have been able to attract or retain employees in the past.
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay Parent a termination fee.
Under the Merger Agreement, we are subject to certain restrictions on our ability to solicit alternative business combination proposals from third parties, engage in discussions or negotiations with respect to such proposals or provide information in connection with such proposals, subject to certain customary exceptions. We may terminate the Merger
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Agreement and enter into an agreement providing for a Superior Proposal (as defined in the Merger Agreement) only if specified conditions have been satisfied, and such a termination would result in us being required to pay Parent a Company Termination Fee equal to $5.8 million. If the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger. While we believe these provisions and agreements are reasonable and customary and are not preclusive of other offers, these provisions could discourage a third party that may have an interest in acquiring all or a significant part of us from considering or proposing such an acquisition, even if such third party were prepared to pay consideration with a higher value than the Offer Price. These provisions might also result in a potential third-party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.
Lawsuits may be filed against us, Parent or our or their respective directors challenging the Merger, and an adverse ruling in any such lawsuit may delay or prevent the Merger from being completed.
Lawsuits arising out of or relating to the Merger Agreement, the Schedule 14D-9 to be filed by us in connection with the Offer, the Schedule TO to be filed by Purchaser in connection with the Offer or the Merger may be filed in the future. One of the conditions to completion of the Merger is the absence of any injunction or other order being in effect that prohibits completion of the Merger. Accordingly, if a plaintiff is successful in obtaining an injunction, then such order may prevent the Merger from being completed, or from being completed within the expected time frame. In addition, if the Merger is not consummated for any reason, litigation could be filed related to the failure to consummate the Merger. Regardless of the outcome of any litigation related to the Merger (or the failure of its consummation), such litigation may be time-consuming and expensive, may distract our management from running the day-to-day operations of our business, and may result in negative publicity or an unfavorable impression of us, any of which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our customers, suppliers and other business partners, or otherwise materially harm our operations and financial performance.
Risks Related to the Cosette Asset Sale
Following the Asset Sale, ROLVEDON is our only commercial product, and any failure to grow or maintain sales of ROLVEDON would have a disproportionate adverse impact on our business, financial condition and results of operations.
On April 8, 2026, we completed the Asset Sale to Cosette of the INDOCIN, SPRIX, Sympazan, CAMBIA, Zipsor and OTREXUP product franchises. As a result, ROLVEDON is our only commercial product. Our future success is therefore highly dependent on the commercial success of ROLVEDON, and there is materially greater reliance on ROLVEDON sales and profitability for the Company than was the case prior to the Asset Sale. Any failure to successfully grow or maintain sales and profitability of ROLVEDON would likely have a material and adverse impact on our business. In addition, we depend on Hanmi Pharmaceutical Co., Ltd. as the qualified supplier for the active pharmaceutical ingredient in ROLVEDON, and on third parties that are single source suppliers to manufacture ROLVEDON. Insufficient availability of ROLVEDON, its active pharmaceutical ingredient or other raw materials necessary to manufacture ROLVEDON, generic or biosimilar competition, payor coverage or reimbursement pressure (including under the Medicare Part B average sales price methodology), regulatory action, safety findings, product liability claims, intellectual property disputes or loss of key customer relationships could each have a more pronounced and direct impact on our business, financial condition and results of operations than was the case prior to the Asset Sale.
A significant portion of the consideration we are entitled to receive in the Asset Sale is contingent on future events that are largely outside of our control, and we may receive significantly less than the maximum potential consideration.
We completed the Asset Sale on April 8, 2026. Pursuant to the terms of the Asset Purchase Agreement, in addition to the upfront cash consideration of $35.0 million paid at the closing of the Asset Sale, we are eligible to receive contingent consideration in respect of the Products consisting of (i) net sales-based milestone payments of up to $32.0 million in the aggregate, (ii) a $1.0 million SPRIX delivery milestone payment, (iii) eight percent of gross profits from SPRIX for the period from April 8, 2026 through December 31, 2027, and (iv) a $2.0 million SPRIX sales milestone payment if SPRIX net sales exceed $7.0 million in calendar year 2027. While Cosette has agreed to use commercially reasonable efforts to achieve specified milestone events, that obligation is subject to a contractual standard that takes into account, among other things, the competitiveness of the relevant marketplace, the intellectual property positions of third parties and the current and anticipated profitability of the Products, and no assurance can be given that any such milestone events will be achieved or that we will receive all or any portion of these contingent payments. Cosette’s commercial decisions, including pricing, promotion, customer mix and the level of resources devoted to the Products, could materially affect whether and when milestone events are
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achieved. In addition, our right to receive any contingent payment may be withheld and applied as a setoff to satisfy our indemnification obligations to Cosette under the Asset Purchase Agreement. If any of the foregoing events occur, we will not realize all of the benefits of the Asset Sale, although the Company’s stockholders will not receive the benefits of the Asset Sale in the event that the Merger closes.
We have ongoing obligations to Cosette under the Asset Purchase Agreement and the related ancillary agreements, including indemnification obligations and retained pre-closing liabilities, that could result in unanticipated costs.
We are still subject to potential liabilities relating to the operation of the divested business prior to the closing of the Asset Sale. Under the terms of the Asset Purchase Agreement, we retained and are responsible for historical liabilities of the divested business based on events occurring prior to the closing of the Asset Sale other than those liabilities expressly assumed by Cosette, including pre-closing product liability and similar claims, liabilities under contracts that were not transferred to Cosette, certain liabilities relating to OTREXUP (including under the Antares Supply Agreement and the Pharmascience Agreement), employee-related liabilities accrued through the closing date of the Asset Sale and liabilities relating to certain pre-closing legal matters. We are also obligated to indemnify Cosette against certain potential liabilities and for breaches of our representations, warranties and covenants under the Asset Purchase Agreement, and those liabilities may be set off against any future payments owed to us by Cosette, including the contingent consideration described above. Although Cosette’s sole and exclusive recourse for breaches of our representations and warranties is, except in the case of fraud, against the buyer-side representation and warranty insurance policy, our indemnification obligations for excluded liabilities, covenant breaches and certain other matters are not subject to a comparable cap. In addition to direct expenditures for damages, settlement and defense costs, there is a possibility of adverse publicity as a result of such claims, any of which could have a material adverse effect on our business and stock price. Assertio Holdings, Inc. has guaranteed the payment obligations of the selling subsidiaries under the Asset Purchase Agreement.
We also entered into ancillary agreements with Cosette in connection with the Asset Sale, including a Transition Services Agreement, an Intellectual Property Assignment Agreement, a Bill of Sale and an Assumption Agreement. Performance of our obligations under these agreements may divert management and operational attention from ROLVEDON and the pending Merger, and disputes with Cosette as to the scope, quality or performance of services could expose us to additional indemnification or breach-of-contract claims.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not repurchase any shares of the Company’s common stock during the period covered by this Quarterly Report on Form 10-Q, except for shares surrendered to us, as reflected in the following table, to satisfy tax withholding obligations in connection with the vesting of equity awards.
(a) Total Number of Shares (or Units) Purchased (1) | (b) Average Price Paid per Share | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | |||||||||||
| January 1, 2026 - January 31, 2026 | 30 | $9.14 | N/A | N/A | ||||||||||
| February 1, 2026 - February 28, 2026 | 15,578 | $12.14 | N/A | N/A | ||||||||||
| March 1, 2026 - March 31, 2026 | — | — | N/A | N/A | ||||||||||
| Total | 15,608 | $12.13 | ||||||||||||
(1) Consists of shares withheld to pay employees’ tax liability in connection with the vesting of restricted stock units granted under our stock-based compensation plans. These shares may be deemed to be “issuer purchases” of shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2026, none of the Company’s directors or Section 16 officers adopted terminated
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ITEM 6. EXHIBITS
| 31.1 | Certification pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act | |||||||
| 31.2 | Certification pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act | |||||||
| 32.1* | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | |||||||
| 32.2* | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |||||||
101.INS | Inline XBRL Instance Document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) | |||||||
_______________________________________________________
* Furnished Herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 8, 2026 | ASSERTIO HOLDINGS, INC. | ||||
| /s/ Mark L. Reisenauer | |||||
| Mark L. Reisenauer | |||||
| Chief Executive Officer | |||||
| /s/ Ajay Patel | |||||
| Ajay Patel | |||||
| Executive Vice President and Chief Financial Officer | |||||
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FAQ
How did Assertio (ASRT) perform financially in the first quarter of 2026?
Assertio reported Q1 2026 revenue of $9.9 million, down from $26.5 million a year earlier. The company posted a net loss of $18.9 million, or $2.93 per share, as lower product volumes and continuing amortization weighed on results.
What is happening with Assertio’s planned acquisition by Garda Therapeutics?
Assertio entered a Merger Agreement for Garda’s subsidiary to tender for all shares at $21.80 in cash, followed by a merger. Closing requires a majority of shares tendered, at least $95.0 million of Closing Net Cash, and satisfaction of other customary regulatory and legal conditions.
Which assets did Assertio (ASRT) sell to Cosette Pharmaceuticals?
Assertio sold all non‑ROLVEDON assets, including INDOCIN, Sympazan, SPRIX, CAMBIA, Zipsor and Otrexup, to Cosette for $35.0 million in cash plus potential sales‑based milestones and profit‑sharing. After this transaction, ROLVEDON remains Assertio’s only product.
What is Assertio’s cash and debt position as of March 31, 2026?
Assertio held $33.7 million in cash and cash equivalents and $37.9 million in short‑term investments at March 31, 2026. Long‑term debt consisted entirely of $40.0 million principal of 6.5% Convertible Senior Notes due 2027, recorded at a $39.2 million carrying value.
How did ROLVEDON and other key products contribute to Assertio’s Q1 2026 sales?
ROLVEDON generated $0.5 million of net product sales in Q1 2026 versus $13.1 million a year earlier due to prior distributor stocking. INDOCIN contributed $3.4 million, Sympazan $2.6 million, SPRIX $1.4 million, and other products $1.0 million before their later sale to Cosette.
What is planned for Assertio’s 2027 Convertible Senior Notes under the merger terms?
After launching the share tender, Assertio or the surviving company will offer to purchase the 6.5% 2027 Convertible Notes at 100% of principal plus accrued interest, contingent on the merger constituting a Fundamental Change as defined in the indenture, and seek related noteholder consents.