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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April
8, 2026
ASSERTIO HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39294 |
|
85-0598378 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 100 South Saunders Rd., Suite 300 |
|
| Lake Forest, IL |
60045 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (224) 419-7106
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| x |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, $0.0001 par value per share |
ASRT |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
On April 9, 2026, the financial printer utilized by Assertio Holdings, Inc. (the “Company”) filed the incorrect version of
a Form 8-K dated April 8, 2026 (the “Original Form 8-K”) announcing the Company’s entry into an Agreement and Plan of
Merger and related matters. This Amendment No. 1 to the Original Form 8-K is being filed solely to correct and replace Item 1.01 of the
Original Form 8-K in its entirety and to update the conformed signatures in the agreements filed as Exhibits 10.1 and 10.2 of the Original
Form 8-K. Item 5.02(e) and Item 7.01 in the Original Form 8-K, the Agreement and Plan of Merger filed as Exhibit 2.1, and press release
filed as Exhibit 99.1, to the Original Form 8-K are unchanged.
Item 1.01. Entry into a Material Definitive
Agreement.
Agreement and Plan of Merger
On April 8, 2026, Assertio Holdings, Inc. (the
“Company” or “Assertio”) entered into an Agreement and Plan of Merger (the “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 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 (the “Common Stock”), for $18.00
per share of Common Stock in cash (the “Base Purchase Price”), plus one contingent value right per share (each,
a “CVR”) representing the right to receive potential cash payments pursuant to the CVR Agreement (together with
the Base Purchase Price, 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”).
The Company’s Board of Directors (the “Board”)
has unanimously approved the Merger and the Merger Agreement and recommended that the stockholders of the Company accept the Offer and
tender their shares of Common Stock pursuant to the Offer. Under the Merger Agreement, Purchaser is required to commence the Offer within
ten (10) business days following execution of the Merger Agreement. The Offer will initially expire at one minute after 11:59 p.m., Eastern
Time on the date that is twenty (20) business days following the commencement of the Offer, subject to extension under certain circumstances.
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 Common Stock of the Company, other than any shares of 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 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 (10) 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, plus one CVR per share; 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 or CVR being made in respect thereof;
and (iii) each restricted stock unit settleable in shares of 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
without any interest thereon and subject to applicable withholding.
Purchaser’s obligation to accept
shares of 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 Common Stock validly tendered and not validly withdrawn in accordance with the terms of the Offer,
together with any shares of Common Stock beneficially owned by Purchaser or any affiliate of Purchaser, equals at least one share
more than fifty percent (50%) of all shares of Common Stock then issued and outstanding; (ii) the Company shall have Closing Net
Cash (as defined in the Merger Agreement) of at least $115,000,000; 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 imposes limitations on Parent’s rights of ownership of the 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 Common Stock validly tendered and not withdrawn
in the Offer.
The Company, Parent and Purchaser have each made
customary representations, warranties and covenants in the Merger Agreement, including covenants of the Company regarding the operation
of the Company’s business prior to the Effective Time, as well as representations and warranties of Parent and Purchaser with respect
to, among other things, Parent having sufficient cash, available lines of credit or other sources of immediately available funds to consummate
the Transactions.
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; provided, however, that, prior to the Window Shop End Time (as defined in the Merger Agreement), any acquisition proposal that
the Board determines in good faith, constitutes or could reasonably be expected to lead to a Superior Proposal (after consultation with
its outside legal counsel and financial advisor) may result in such third party being deemed a “Qualified Bidder” under the
Merger Agreement, in which case, if the Merger Agreement is terminated in connection with a Superior Proposal from such Qualified Bidder, a reduced termination fee (as described below) would apply.
Notwithstanding these restrictions, under the
terms of the Merger Agreement, the Company may under certain circumstances provide information to and participate in discussions or negotiations
with third parties with respect to an unsolicited bona fide written alternative acquisition proposal that the Board has determined, in
consultation with outside legal and financial advisors, constitutes or would reasonably be expected to lead to a Superior Proposal, if
failing to take such actions would be inconsistent with the Board’s fiduciary duties under applicable law, subject to the Company
having entered into an acceptable confidentiality agreement with such third parties and complied with additional procedural requirements
and conditions set forth in the Merger Agreement.
In addition, under the terms of the Merger Agreement,
in response to an unsolicited bona fide written alternative acquisition proposal that the Board has determined, in consultation with outside
legal and financial advisors, constitutes or may reasonably be expected to lead to a proposal that (i) is more favorable from a financial
point of view to the holders of shares of Common Stock than the Merger and the other Transactions, taking into account all the terms and
conditions of such proposal, and the Merger Agreement and (ii) the Board believes is reasonably capable of being completed, taking into
account all financial, regulatory, legal and other aspects of such proposal (a “Superior Proposal”), the Board
may cause the Company to terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to such alternative
acquisition proposal, subject to certain conditions, including without limitation (a) failing to take such actions would be inconsistent
with the Board’s fiduciary duties under applicable law and (b) the Company shall have paid a termination fee to Parent (as described
below) and complied with additional procedural requirements and conditions set forth in the Merger Agreement. As noted above, any party
making an acquisition proposal prior to the Window Shop End Time that the Board has concluded in good faith could reasonably be expected
to lead to or result in a Superior Proposal (after consultation with its outside legal counsel and financial advisor) may be a Qualified Bidder, and a termination in connection with a Superior Proposal from
a Qualified Bidder results in a reduced termination fee, as described below.
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 June 22, 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, the Company will be required
to pay Parent a termination fee of $4,800,000 (the “Termination Fee”); provided that the Termination Fee shall
be reduced to $1,750,000 if such termination is in connection with a Superior Proposal from a Qualified Bidder that submitted its acquisition
proposal prior to the Window Shop End Time. 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 $4,800,000 (the “Parent Termination Fee”).
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit
2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been included to provide
investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent,
Purchaser or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement
were made only for purposes of the Merger Agreement and as of specific dates, were made solely for the benefit of the parties to the Merger
Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the
purpose of allocating contractual risk among the parties rather than establishing matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors.
CVR Agreement
At or prior to the Acceptance Time, Parent
will execute and deliver a Contingent Value Rights Agreement (the “CVR Agreement”) with a qualified rights
agent. Pursuant to the CVR Agreement, each CVR represents the right to receive contingent cash payments based on certain milestone
payments received by the Surviving Corporation from Cosette under the Asset Purchase Agreement in respect of the SPRIX product (each
as further defined and described below). The CVR Agreement provides for three potential payment events: (i) a Delivery Milestone
Payment, payable upon receipt by the Surviving Corporation of cash payments from Cosette following the quality approval and delivery
of a new batch of the SPRIX product on or prior to May 31, 2026; (ii) a 2026 Milestone Payment, payable based on gross profit share
payments received from Cosette for the period from April 8, 2026 through December 31, 2026; and (iii) a 2027 Milestone Payment,
payable based on gross profit share and net sales milestone payments received from Cosette for the period from January 1, 2027
through December 31, 2028. Each CVR Payment Amount will be calculated on a per-CVR basis by dividing the aggregate cash payments
received by the Surviving Corporation from Cosette by the total number of outstanding CVRs. The CVRs are non-transferable except in
limited circumstances, will not be listed on any securities exchange, and will not have any voting or dividend rights. The form of
CVR Agreement is included as Exhibit E to the Merger Agreement filed as Exhibit E of Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Equity Commitment Letter
Concurrently with the execution of the Merger
Agreement, Joseph M. Limber and Brett K.E. Lund (collectively, the “Equity Investors”) delivered to the Company
a duly executed equity commitment letter with Parent, dated as of the date of the Merger Agreement, pursuant to which the Equity Investors
irrevocably committed to purchase equity of Parent for an aggregate investment amount of $17,000,000 (the
“Equity Financing”), to be funded to Parent prior to the Acceptance Time. The proceeds of the Equity Financing
will be used by Parent to fund a portion of the aggregate Merger Consideration and related transaction costs.
Debt Commitment Letter
Concurrently with the execution of the Merger
Agreement, Colbeck Capital Management, LLC (“Colbeck”) delivered to Parent a duly executed debt commitment
letter, dated as of the date of the Merger Agreement, pursuant to which Colbeck committed to provide (i) a senior secured term loan facility
in an aggregate principal amount of $62,000,000 and (ii) a senior secured delayed draw term loan facility in an aggregate principal amount
of $25,000,000 (collectively, the “Debt Financing”). The proceeds of the Debt Financing will be used to finance
the Transactions, pay fees and expenses incurred in connection with the Transactions, and for general corporate purposes.
Limited Guarantees
Concurrently with the execution of the Merger
Agreement, Parent and Joseph M. Limber each delivered to the Company a limited guarantee (together, the “Limited Guarantees”)
in favor of the Company, pursuant to which Parent, and Mr. Limber (with respect to Parent’s obligations under its Limited Guarantee),
unconditionally and irrevocably guaranteed to the Company the due and punctual payment of (a) the Parent Termination Fee payable pursuant
to the Merger Agreement and (b) any amounts payable by Parent pursuant to the Merger Agreement in respect of the reimbursement of costs
and expenses or indemnification obligations relating to the Debt Financing. The maximum aggregate liability of each of Parent and Mr.
Limber under the Limited Guarantees is capped at the sum of the Parent Termination Fee and such reimbursement and indemnification amounts.
The Limited Guarantees will terminate upon the earliest of the Effective Time, receipt by the Company of all guaranteed obligations, or
termination of the Merger Agreement under circumstances in which the Parent Termination Fee is not payable.
Support Agreements
Concurrently with the execution of the Merger
Agreement, certain beneficial owners of Common Stock entered into tender and support agreements (the “Support Agreements”)
with Parent and Purchaser pursuant to which such parties agreed, among other things, to irrevocably tender the shares of Common Stock
held by them and certain of their affiliates in the Offer, upon the terms and subject to the conditions of such agreements. The Support
Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement or if the Company’s Board
of Directors votes to approve a Superior Proposal.
Convertible Notes Tender Offer
As of the date of the Merger Agreement, an aggregate
principal amount of $40,000,000 of the Company’s 6.50% Convertible Notes due 2027 (the “Convertible Notes”)
issued pursuant to the Indenture, dated as of August 25, 2022, between the Company and U.S. Bank Trust Company, National Association,
as Trustee (the “Indenture”), were outstanding. Pursuant to the Merger Agreement, the Company is required to
comply in all material respects with its obligations under the terms of the 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 Convertible Notes at a
purchase price approved by Purchaser and Parent, contingent upon the occurrence of a “Fundamental Change” (as defined in the
Indenture) as a result of the Merger (which purchase price will equal 100% of the principal amount of the Convertible Notes plus accrued
and unpaid interest thereon through the stated maturity date), and to purchase, after the Acceptance Time and prior to or concurrently
with the occurrence of the Closing, any 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 Indenture, and holders who tender 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 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 Indenture with respect to any Convertible Notes that remain outstanding after the consummation of the
Note Offer.
Asset Purchase Agreement
On April 8, 2026, the Company and certain wholly owned subsidiaries
of the Company (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”) with Cosette Pharmaceuticals, Inc., a Virginia corporation (“Cosette”), pursuant
to which, among other things, the Company divested its remaining right, title and interest in and to the INDOCIN®, SPRIX®, SYMPAZAN®,
CAMBIA®, ZIPSOR® and the recently decommercialized OTREXUP® franchises of products (the “Products”)
to Cosette. Under the terms of the Asset Purchase Agreement, Cosette paid the Company $35,000,000 in cash, with the potential for additional
deferred amounts consisting of (i) in respect of SYMPAZAN, INDOCIN and OTREXUP, net sales-based milestone payments not to exceed an aggregate
of $32,000,000 in cash and (ii) in respect of SPRIX, (a) a one-time cash payment of $1,000,000 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) for the period commencing on April 8,
2026 and ending on December 31, 2027, eight percent (8%) of the gross profits from SPRIX and (c) a one-time cash payment of $2,000,000
if net sales of SPRIX exceed $7,000,000 during calendar year 2027; provided that only these SPRIX-related payments received by the Surviving
Corporation under the Asset Purchase Agreement during the applicable periods are payable to holders of CVRs, as described under “CVR
Agreement” above.
Pursuant to the terms of the Asset Purchase Agreement,
Cosette will also assume 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. The Asset Purchase Agreement contains customary representations,
warranties and covenants. In connection with the transaction, Cosette obtained a representation and warranty insurance policy.
The Asset Purchase Agreement is not intended to
provide any financial information about the Company. The representations, warranties and covenants contained in the Asset Purchase Agreement
were made only for purposes of such agreement and as of the dates specified therein; were made solely for the benefit of the parties to
the agreement; may be subject to qualifications and limitations agreed upon by the parties; and may be subject to standards of materiality
applicable to the contracting parties that differ from those that may be viewed as material to investors. Investors should not rely on
the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition
of the Company. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after
the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the
Company.
The foregoing description of the Asset Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02(e). Compensatory Arrangements of
Certain Officers.
On April 8, 2026, in connection with the Merger Agreement and at the
request of Parent, the Company and Mark Reisenauer, the Company’s Chief Executive Officer, entered into an Amendment to that certain
Employee Confidentiality & Restrictive Covenant Agreement, dated as of October 27, 2025, previously entered into between Mr. Reisenauer
and the Company to extend the post-termination non-competition covenant from twelve (12) months to eighteen (18) months. The foregoing
summary is qualified in its entirety by reference to the Amendment to the Employee Confidentiality & Restrictive Covenant Agreement,
filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 8, 2026, the Company issued a press release
announcing the Merger Agreement and the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The information contained in this Item 7.01, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on
Form 8-K (this “Current Report”) contains forward-looking statements within the meaning of the federal securities laws. Forward-looking
statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition,
or otherwise, based on current beliefs. Forward-looking statements speak only as of the date they are made and should not be relied upon
as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved
or will occur. In particular, this Current Report contains forward-looking statements regarding Assertio Holdings, Inc. (the “Company”),
the proposed tender offer by Audi Merger Sub, Inc., a wholly owned subsidiary of Garda Therapeutics, Inc. (“Parent”), to acquire
all outstanding shares of the Company’s common stock, the subsequent merger pursuant to which the Company would become a wholly
owned subsidiary of Parent, and the Company’s asset sale to Cosette Pharmaceuticals, Inc. (“Cosette”), including, without
limitation, statements regarding the expected timing and completion of these transactions and the parties’ ability to satisfy the
conditions to consummation. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology
such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,”
“intend,” “may,” “might,” “opportunity,” “plan,” “potential,”
“project,” “seek,” “should,” “strategy,” “target,” “will,” or
the negative of these words and phrases, other variations of these words and phrases or comparable terminology. These forward-looking
statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, many of which are beyond
the Company’s control and subject to change. Actual results could differ materially from those expressed or implied by these forward-looking
statements. Important factors that could cause actual results to differ materially include, among others: 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 Company’s only product; uncertainties
as to how many of the Company’s stockholders will tender their shares in the Offer; the possibility that competing offers will be
made; the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions;
the occurrence of any event, change or other circumstance that could give rise to the termination of the Transactions; the outcome of
any legal proceedings that may be instituted against the parties and others related to the Transactions; unanticipated difficulties or
expenditures relating to the Transactions; the effect of the announcement or pendency of the Transactions on the Company’s 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); risks related to the diverting of management’s attention from the
Company’s ongoing business operations; risks related to non-achievement of any contingent value right milestones and that holders
will not receive payments in respect thereof; general economic and market conditions; and other risks and uncertainties identified in
the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and other filings. Many of these risks and uncertainties may be exacerbated by public health emergencies and general macroeconomic
conditions. The foregoing list of factors is not exhaustive. You should not place undue reliance on any forward-looking statements. The
Company does not assume, and hereby disclaims, any obligation to update or revise any forward-looking statements, except as required by
law.
Additional Information
and Where to Find It
The tender offer for
the outstanding shares of the Company referenced in this communication has not yet commenced. This communication is for informational
purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender
offer materials that Parent and its subsidiary will file with the SEC. At the time the tender offer is commenced, Parent and its subsidiary
will file tender offer materials on Schedule TO, and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase,
the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will
be made available to all holders of shares of the Company’s Common Stock at no expense to them. The tender offer materials and
the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov or by accessing
the Investor Relations section of the Company’s website at https://investor.assertiotx.com.
Item 9.01. Financial Statements
and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger between the Company, Parent and Purchaser, dated April 8, 2026. |
| 10.1* |
|
Asset Purchase Agreement between the Company, Sellers and Cosette, dated April 8, 2026. |
| 10.2* |
|
Amendment to the Employee Confidentiality & Restrictive Covenant Agreement between the Company and Mark Reisenauer, dated April 8, 2026. |
| 99.1 |
|
Press Release of the Company, dated April 8, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain annexes, schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a
confidential basis upon request.
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 hereunto duly authorized.
| |
ASSERTIO HOLDINGS, INC. |
| |
|
|
| Date: April 9, 2026 |
By: |
/s/ Sam Schlessinger |
| |
|
Sam Schlessinger |
| |
|
Executive Vice President, General Counsel |
Exhibit 99.1
Assertio Announces Agreement to be Acquired
by Garda Therapeutics
All-Cash Tender Offer of $18 per share –
or $125.1 Million – Plus Contingent Value Right
Tender Offer Price Represents 34.6% Premium
to Unaffected Price and 46.6% Premium to Unaffected 30-day Volume-Weighted Average Price
Transaction Follows Comprehensive Strategic
Review Process Initiated in First Quarter of 2025
Includes Additional “Shop” Period
to Ensure Maximum Value for Shareholders
LAKE FOREST, IL – April 8, 2026 – Assertio Holdings, Inc.
(“Assertio” or the “Company”) (Nasdaq: ASRT), today announced a definitive agreement (the “Garda Agreement”)
to be acquired by Garda Therapeutics (“Garda” or the “Buyer”) for $18 per share in cash, or a total cash consideration
of $125.1 million, (the “Garda Transaction”), plus a contingent value right (the “CVR”). In connection with the
Garda Transaction, the Company today also announced that it has signed and closed an agreement (“Cosette Agreement”) to sell
all non-Rolvedon assets to Cosette Pharmaceuticals (“Cosette”).
The Garda Transaction represents a 34.6% premium to the Company’s
unaffected stock price on March 20, 2026 – the day before a significant share price and trading volume movement – a 46.6%
premium to the 30-day unaffected volume-weighted average price (“VWAP”) and a 62.2% premium to the 60-day unaffected VWAP
as of March 20. The Garda Transaction has been unanimously approved by the Boards of Directors of both companies.
Heather Mason, Chair of the Assertio Board of Directors, stated: “Over
the course of this extensive multi-month process, the Board, management, and our advisors have conducted a disciplined and wide-ranging
review of our business. We evaluated multiple strategic pathways – including a potential sale of the Company, merger opportunities,
monetization of Rolvedon, and continuing as a standalone entity. The Company and its advisors engaged more than 35 counterparties, including
both strategic and financial buyers. Following this thorough process – and with the addition under the agreement for an incremental
shop period to ensure maximum value – the Board has determined that these transactions with Cosette and Garda provide the best outcome
for our shareholders.”
Assertio will file a Schedule 14D-9 with respect to the tender offer
in approximately 10 business days, which will include additional detailed information on the strategic review process.
Mark Reisenauer, CEO and a Director of Assertio, added: “These
transactions provide our shareholders with a certain path to value realization amid a rapidly evolving regulatory, reimbursement, and
macroeconomic environment. I would like to sincerely thank everyone involved for the hard work that helped the Company to achieve this
outcome.”
Transaction Details
Under the terms of the Garda Agreement, Garda will promptly commence
a tender offer to acquire all outstanding shares of Assertio Holdings at an upfront price of $18 per share in cash, or a total cash consideration
of $125.1 million, plus a non-tradeable CVR related to potential future milestones for Sprix®. The Company’s Board of Directors
unanimously recommends that Assertio stockholders tender their shares in the tender offer.
In connection with the Garda Agreement, Assertio 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 million plus earnouts related to certain product milestones,
all of which are included in the total consideration of the Garda Transaction. Other than the Sprix®-related milestones, which would
be passed through to the Assertio shareholders through the CVR, the economics of the Cosette transaction will not further impact the $125.1
million purchase price.
The Garda Agreement includes a 20-day “window-shop” period.
Under the terms of the window-shop provision, Assertio is free to engage with other parties who may provide superior value to our shareholders.
In the event the Board terminates the Garda Agreement in favor of a superior bid during the window-shop period, a reduced breakup fee
would apply.
The closing of the Garda Transaction 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 Assertio’s
common stock. The Company does not expect any regulatory approvals to be required for closing. Following the successful closing of the
tender offer, Garda will acquire all remaining shares of Assertio Holdings’ common stock that are not tendered in the tender offer
through a second-step merger at the same price as the tender offer of $18 per share, plus the CVR.
Following the completion of the tender offer, Assertio’s common
stock will no longer be listed for trading on Nasdaq.
Assertio will file a current
report on Form 8-K with the U.S. Securities and Exchange Commission containing a summary of terms and conditions of the Garda Transaction.
Moelis & Company LLC acted as exclusive financial advisor, and
Gibson, Dunn & Crutcher LLP served as legal counsel to Assertio on the sale to Garda and on the divestiture to Cosette. Longacre Square
Partners serves as strategy and communications advisor to Assertio.
About Assertio
Assertio is 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. To learn more about Assertio, visit www.assertiotx.com.
Investor and Media Contact
Longacre Square Partners
assertio@longacresquare.com
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced.
This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities
of Assertio Holdings, Inc. (“Assertio”), nor is it a substitute for the tender offer materials that Garda Therapeutics, Inc.
(“Garda”) and its wholly owned acquisition subsidiary, Audi Merger Sub, Inc. (“Merger Sub”), will file with the
Securities and Exchange Commission (the “SEC”). The solicitation and the offer to buy shares of Assertio’s common stock
will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other
related materials that Garda and Merger Sub intend to file with the SEC. In addition, Assertio will file with the SEC a Solicitation/
Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
Once filed, investors will be able to obtain the tender offer statement
on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Assertio on Schedule 14D-9 and related materials with
respect to the tender offer and merger, free of charge at the website of the SEC at www.sec.gov or from the information agent named in
the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Assertio under
the “Investors” section of Assertio’s website at www.assertiotx.com.
STOCKHOLDERS AND INVESTORS ARE STRONGLY ADVISED TO READ THESE DOCUMENTS
WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF ASSERTIO ON SCHEDULE 14D-9 AND ANY AMENDMENTS THERETO,
AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY
PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of the federal securities laws. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends,
events, results of operations or financial condition, or otherwise, based on current beliefs. Forward-looking statements speak only as
of the date they are made and should not be relied upon as predictions of future events, as there can be no assurance that the events
or circumstances reflected in these statements will be achieved or will occur.
In particular, this communication includes forward-looking statements
regarding Assertio Holdings, Inc. (“Assertio” or the “Company”), the proposed tender offer by Audi Merger Sub,
Inc., a wholly owned subsidiary of Garda Therapeutics, Inc. (“Garda”), to acquire all outstanding shares of the Company’s
common stock, the subsequent merger pursuant to which the Company would become a wholly owned subsidiary of Garda, and the Company’s
asset sale to Cosette Pharmaceuticals, Inc. (“Cosette”), including, without limitation, statements regarding the expected
timing and completion of these transactions and the parties’ ability to satisfy the conditions to consummation.
Forward-looking statements can often, but not always, be identified
by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “goal,” “intend,” “may,” “might,” “opportunity,” “plan,”
“potential,” “project,” “seek,” “should,” “strategy,” “target,”
“will,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology.
These forward-looking statements are based upon current estimates and
assumptions and are subject to various risks and uncertainties, many of which are beyond the Company’s control and subject to change.
Actual results could differ materially from those expressed or implied by these forward-looking statements. Important factors that could
cause actual results to differ materially include, among others: risks associated with the timing of the closing of the proposed transaction,
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 proposed transaction will not occur in which case Rolvedon would be the Company’s only product; uncertainties as to how many
of the Company’s stockholders will tender their shares in the offer; the possibility that competing offers will be made; the possibility
that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of
any event, change or other circumstance that could give rise to the termination of the transaction; the outcome of any legal proceedings
that may be instituted against the parties and others related to the transaction; unanticipated difficulties or expenditures relating
to the proposed transaction; the effect of the announcement or pendency of the proposed transaction on the Company’s 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 proposed transaction); risks related to the diverting of management’s attention from the
Company’s ongoing business operations; risks related to non-achievement of any contingent value right milestones and that holders
will not receive payments in respect thereof; general economic and market conditions; and other risks and uncertainties identified in
the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10 K, Quarterly Reports
on Form 10 Q and other filings. Many of these risks and uncertainties may be exacerbated by public health emergencies and general macroeconomic
conditions.
The foregoing list of factors is not exhaustive. You should not place
undue reliance on any forward-looking statements. The Company does not assume, and hereby disclaims, any obligation to update or revise
any forward-looking statements, except as required by law.
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