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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 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)) |
| ¨ |
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. ¨
Item
2.01. Completion of Acquisition or Disposal of Assets.
Sale of Products to Cosette Pharmaceuticals,
Inc.
As previously announced on April 8, 2026,
Assertio Holdings, Inc. (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 Delaware corporation (“Cosette”). On April
8, 2026, the Company also completed the sale (the “Asset Sale”) of its right, title and interest in and to
the INDOCIN®, SPRIX®, SYMPAZAN®, CAMBIA®, ZIPSOR® and the recently decommercialized OTREXUP®
franchises of products (collectively, the “Products”) to Cosette pursuant to the Asset Purchase Agreement,
for an aggregate purchase price of $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 of up to $32,000,000 in the aggregate 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) eight percent (8%) of gross profits from SPRIX for the period
from April 8, 2026 through December 31, 2027, and (c) a one-time cash payment of $2,000,000 if net sales of SPRIX exceed $7,000,000
during calendar year 2027. 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.
In accordance with Article 11 of Regulation S-X,
the Company is providing as Exhibit 99.1 hereto the unaudited pro forma condensed balance sheet of the Company as of December 31, 2025,
and the unaudited pro forma condensed consolidated statements of operations of the Company for the years ended December 31, 2025 and 2024,
all of which reflect the Asset Sale.
Item 9.01. Financial Statements
and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated
balance sheet of the Company as of December 31, 2025 and the unaudited pro forma condensed consolidated statements of operations of the
Company for the years ended December 31, 2025 and 2024 that reflect the Asset Sale are attached as Exhibit 99.1 and are included herein.
The unaudited pro forma condensed consolidated
financial statements are not intended to represent or be indicative of the Company’s consolidated results of operations or financial
position that would have been reported had the Asset Sale been completed as of the dates presented and should not be taken as representation
of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available
information and certain assumptions that management believes are reasonable under the circumstances.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Unaudited Pro Forma Condensed Consolidated Financial Statements of Assertio Holdings, Inc. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 14, 2026 |
By: |
/s/ Sam Schlessinger |
| |
|
Sam Schlessinger |
| |
|
Executive Vice President, General Counsel |
Exhibit 99.1
ASSERTIO HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
On April 8, 2026, Assertio
Holdings, Inc. (“Assertio” or the “Company”) entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”) by and among Zyla Life Sciences, LLC, Zyla Life Sciences US, LLC, Assertio Specialty Pharmaceuticals,
LLC, ASIO Holdings, LLC, Assertio Distribution, LLC, and Assertio Management, LLC (collectively, “Seller”), Assertio
(the “Guarantor”), and Cosette Pharmaceuticals, Inc. (“Buyer”). Upon execution of the Asset Purchase
Agreement, the Company sold its remaining right, title and interest in and to INDOCIN®, SPRIX®, SYMPAZAN®, CAMBIA®,
ZIPSOR® and the recently decommercialized OTREXUP® (collectively, the “Products”), and transferred certain
assets and liabilities related to the Products, to the Buyer in exchange for $35.0 million in cash (the “Upfront
Payment”) with the potential for additional deferred amounts consisting of (a) future milestone payments in an amount not
to exceed $32.0 million based upon the achievement of certain sales milestones of SYMPAZAN, OTREXUP and INDOCIN; (b) in respect
of SPRIX, (i) 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 Buyer’s warehouse by May 31, 2026, (ii) for the period commencing on April 8, 2026 and
ending on December 31, 2027, eight percent (8%) of the gross profits from SPRIX and (iii) a one-time cash payment of $2.0
million if net sales of SPRIX exceed $7.0 million during calendar year 2027 (the “Contingent Deferred Payments”)
(collectively with the Upfront Payment, the “Disposal Transaction”). The Disposal Transaction is considered a
significant disposition for purposes of Item 2.01 of Form 8-K. In addition, as disclosed in the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2025, on May 9, 2025, the Company transferred all of the equity
interests in Assertio Therapeutics, Inc., and/or its applicable subsidiary or subsidiaries (“Assertio
Therapeutics”) to an established purchaser of legacy litigation matters resulting in Assertio Therapeutics being owned by the
purchaser’s related company, ATIH Industries, LLC.
The following unaudited Pro Forma Condensed Consolidated
Financial Statements were derived from the historical Consolidated Financial Statements of Assertio, which were prepared in accordance
with generally accepted accounting principles in the United States of America (“GAAP”).
The unaudited Pro Forma Condensed Consolidated
Financial Statements as of December 31, 2025 and for the two years then ended have been derived from the historical audited Consolidated
Financial Statements of Assertio, included in Assertio’s Annual Report on Form 10-K for the year ended December 31, 2025
filed with the SEC on March 16, 2026. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025 gives
effect to the Disposal Transaction as if it had occurred on December 31, 2025. The unaudited Pro Forma Condensed Consolidated Statements
of Comprehensive Loss for the years ended December 31, 2025 and 2024 give effect to the Disposal Transaction as if it had occurred
on January 1, 2024, the beginning of the earliest period presented.
The unaudited Pro Forma Condensed Consolidated
Financial Statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited Pro Forma Condensed Consolidated
Financial Statements were prepared for illustrative and informational purposes only and do not purport to represent what the Company's
results of operations or financial position would have been had the Disposal Transaction occurred on the dates indicated. The unaudited
Pro Forma Condensed Consolidated Financial Statements also should not be considered indicative of Assertio’s future results of operations
or financial position. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected
herein due to a variety of factors.
The unaudited Pro Forma Condensed Consolidated
Financial Statements and accompanying notes should be read in conjunction with the historical audited Consolidated Financial Statements,
accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Assertio
as of and for the years ended December 31, 2025 and 2024, which are included in Assertio’s Annual Report on Form 10-K
for the year ended December 31, 2025.
Upon the close of the Disposal Transaction, occurring
contemporaneously with the execution of the Asset Purchase Agreement, the criteria for discontinued operations in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial
Statements (“ASC 205”) was met. The Company believes that the adjustments included within the Discontinued Operations
column of the unaudited Pro Forma Condensed Consolidated Financial Statements are consistent with the guidance for discontinued operations
under GAAP. The Company’s current estimates on a discontinued operations basis are preliminary and could change as the Company
finalizes discontinued operations accounting.
Article 11 of Regulation S-X requires that
pro forma financial information reflecting a disposition include transaction accounting adjustments, which reflect the application of
required accounting for the disposition. Such adjustments have been included in the unaudited Pro Forma Condensed Consolidated Financial
Statements. There are no autonomous entity adjustments included in the unaudited Pro Forma Condensed Consolidated Financial Statements.
Additionally, the unaudited Pro Forma Condensed Consolidated Financial Statements do not include management adjustments to reflect any
potential synergies that may be achievable, or dis-synergy costs that may occur, in connection with the divestiture.
| ASSERTIO HOLDINGS, INC. |
| UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET |
| As of December 31, 2025 |
| (in thousands except share and per share data) |
| | |
Historical
Assertio | | |
Less:
Discontinued
Operations | | |
Transaction
Accounting
Adjustments | |
|
Pro Forma
Assertio
Continuing Operations | |
| | |
| | |
Note 2(a) | | |
Note 2 | |
|
| |
| ASSETS | |
| | | |
| | | |
| | |
|
| | |
| Current assets | |
| | | |
| | | |
| | |
|
| | |
| Cash and cash equivalents | |
$ | 10,229 | | |
$ | - | | |
$ | 35,000 | |
2(b) |
$ | 45,229 | |
| Short-term investments | |
| 53,176 | | |
| - | | |
| - | |
|
| 53,176 | |
| Accounts receivable, net | |
| 120,110 | | |
| - | | |
| - | |
|
| 120,110 | |
| Inventories, net | |
| 24,120 | | |
| 3,366 | | |
| - | |
|
| 20,754 | |
| Prepaid and other current assets | |
| 9,011 | | |
| - | | |
| 500 | |
2(b) |
| 9,511 | |
| Total current assets | |
| 216,646 | | |
| 3,366 | | |
| 35,500 | |
|
| 248,780 | |
| Property and equipment, net | |
| 444 | | |
| - | | |
| - | |
|
| 444 | |
| Intangible assets, net | |
| 48,908 | | |
| 14,195 | | |
| - | |
|
| 34,713 | |
| Other long-term assets | |
| 972 | | |
| - | | |
| - | |
|
| 972 | |
| Total assets | |
$ | 266,970 | | |
$ | 17,561 | | |
$ | 35,500 | |
|
$ | 284,909 | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | | |
| | |
|
| | |
| Current liabilities | |
| | | |
| | | |
| | |
|
| | |
| Accounts payable | |
$ | 9,014 | | |
$ | - | | |
$ | - | |
|
$ | 9,014 | |
| Accrued rebates, returns and discounts | |
| 99,366 | | |
| - | | |
| - | |
|
| 99,366 | |
| Accrued liabilities | |
| 14,282 | | |
| - | | |
| 1,926 | |
2(c) |
| 16,208 | |
| Other current liabilities | |
| 4,851 | | |
| - | | |
| - | |
|
| 4,851 | |
| Total current liabilities | |
| 127,513 | | |
| - | | |
| 1,926 | |
|
| 129,439 | |
| Long-term debt | |
| 39,124 | | |
| - | | |
| - | |
|
| 39,124 | |
| Other long-term liabilities | |
| 6,381 | | |
| - | | |
| - | |
|
| 6,381 | |
| Total liabilities | |
| 173,018 | | |
| - | | |
| 1,926 | |
|
| 174,944 | |
| Commitment and contingencies | |
| | | |
| | | |
| | |
|
| | |
| Shareholders' equity: | |
| | | |
| | | |
| | |
|
| | |
| Common stock, $0.0001 par value, 200,000,000 shares authorized; 6,421,899 shares issued and outstanding | |
| 1 | | |
| - | | |
| - | |
|
| 1 | |
| Additional paid-in capital | |
| 797,450 | | |
| - | | |
| - | |
|
| 797,450 | |
| Accumulated deficit | |
| (703,499 | ) | |
| 17,561 | | |
| 33,574 | |
2(c),2(d) |
| (687,486 | ) |
| Total shareholders' equity | |
| 93,952 | | |
| 17,561 | | |
| 33,574 | |
|
| 109,465 | |
| Total liabilities and shareholders' equity | |
$ | 266,970 | | |
$ | 17,561 | | |
$ | 35,500 | |
|
$ | 284,909 | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
| ASSERTIO HOLDINGS, INC. |
| UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS |
| Year ended December 31, 2025 |
| (in thousands except per share data) |
| | |
| | |
Less: | | |
Less: | | |
Pro Forma Assertio | |
| | |
Historical
Assertio | | |
Discontinued
Operations | | |
Asssertio
Therapeutics | | |
Continuing
Operations | |
| |
| | | |
| Note 2(a) | | |
| Note 2(e) | | |
| | |
| Revenues: | |
| | | |
| | | |
| | | |
| | |
| Product sales, net | |
$ | 117,100 | | |
$ | 48,874 | | |
$ | - | | |
| 68,226 | |
| Royalty revenue | |
| 1,613 | | |
| 1,613 | | |
| - | | |
$ | - | |
| Total revenues | |
| 118,713 | | |
| 50,487 | | |
| - | | |
| 68,226 | |
| Costs and expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
| 35,383 | | |
| 13,557 | | |
| - | | |
| 21,826 | |
| Research and development expenses | |
| 1,690 | | |
| 58 | | |
| - | | |
| 1,632 | |
| Selling, general and administrative expenses | |
| 69,000 | | |
| 11,432 | | |
| 2,279 | | |
| 55,289 | |
| Change in fair value of contingent consideration | |
| (276 | ) | |
| (276 | ) | |
| - | | |
| - | |
| Amortization of intangible assets | |
| 29,863 | | |
| 12,507 | | |
| - | | |
| 17,356 | |
| Impairment of intangible assets | |
| 1,700 | | |
| 1,700 | | |
| - | | |
| - | |
| Restructuring charges | |
| 2,889 | | |
| - | | |
| - | | |
| 2,889 | |
| Total costs and expenses | |
| 140,249 | | |
| 38,978 | | |
| 2,279 | | |
| 98,992 | |
| (Loss) income from operations | |
| (21,536 | ) | |
| 11,509 | | |
| (2,279 | ) | |
| (30,766 | ) |
| Other (expense) income: | |
| | | |
| | | |
| | | |
| | |
| Loss on Assertio Therapeutics divestiture | |
| (8,174 | ) | |
| - | | |
| (8,174 | ) | |
| - | |
| Interest expense | |
| (3,075 | ) | |
| - | | |
| - | | |
| (3,075 | ) |
| Interest income | |
| 2,665 | | |
| - | | |
| - | | |
| 2,665 | |
| Other gain, net | |
| 180 | | |
| - | | |
| - | | |
| 180 | |
| Total other expense | |
| (8,404 | ) | |
| - | | |
| (8,174 | ) | |
| (230 | ) |
| Net (loss) income before income taxes | |
| (29,940 | ) | |
| 11,509 | | |
| (10,453 | ) | |
| (30,996 | ) |
| Income tax expense | |
| (435 | ) | |
| (82 | ) | |
| (1 | ) | |
| (352 | ) |
| Net (loss) income and comprehensive (loss) income | |
$ | (30,375 | ) | |
$ | 11,427 | | |
$ | (10,454 | ) | |
$ | (31,348 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted net loss per share | |
$ | (4.74 | ) | |
| | | |
| | | |
$ | (4.90 | ) |
| Shares used in computing basic and diluted net loss per share | |
| 6,403 | | |
| | | |
| | | |
| 6,403 | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
| ASSERTIO HOLDINGS, INC. |
| UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS |
| Year ended December 31, 2024 |
| (in thousands except per share data) |
| | |
| | |
Less: | | |
Pro Forma Assertio | |
| | |
Historical
Assertio | | |
Discontinued
Operations | | |
Continuing
Operations | |
| |
| | | |
| Note 2(a) | | |
| | |
| Revenues: | |
| | | |
| | | |
| | |
| Product sales, net | |
$ | 120,849 | | |
$ | 60,759 | | |
$ | 60,090 | |
| Royalty revenue | |
| 2,012 | | |
| 2,012 | | |
| - | |
| Other revenue | |
| 2,100 | | |
| - | | |
| 2,100 | |
| Total revenues | |
| 124,961 | | |
| 62,771 | | |
| 62,190 | |
| Costs and expenses: | |
| | | |
| | | |
| | |
| Cost of sales | |
| 39,227 | | |
| 19,975 | | |
| 19,252 | |
| Research and development expenses | |
| 3,822 | | |
| 258 | | |
| 3,564 | |
| Selling, general and administrative expenses | |
| 75,051 | | |
| 12,062 | | |
| 62,989 | |
| Change in fair value of contingent consideration | |
| (244 | ) | |
| (244 | ) | |
| - | |
| Amortization of intangible assets | |
| 25,644 | | |
| 19,578 | | |
| 6,066 | |
| Impairment of intangible assets | |
| 5,217 | | |
| 5,217 | | |
| - | |
| Restructuring charges | |
| 720 | | |
| - | | |
| 720 | |
| Total costs and expenses | |
| 149,437 | | |
| 56,846 | | |
| 92,591 | |
| (Loss) income from operations | |
| (24,476 | ) | |
| 5,925 | | |
| (30,401 | ) |
| Other (expense) income: | |
| | | |
| | | |
| | |
| Interest expense | |
| (3,039 | ) | |
| - | | |
| (3,039 | ) |
| Interest income | |
| 3,221 | | |
| - | | |
| 3,221 | |
| Other gain, net | |
| 2,765 | | |
| - | | |
| 2,765 | |
| Total other income | |
| 2,947 | | |
| - | | |
| 2,947 | |
| Net (loss) income before income taxes | |
| (21,529 | ) | |
| 5,925 | | |
| (27,454 | ) |
| Income tax (expense) benefit | |
| (52 | ) | |
| (55 | ) | |
| 3 | |
| Net (loss) income and comprehensive (loss) income | |
$ | (21,581 | ) | |
$ | 5,870 | | |
$ | (27,451 | ) |
| | |
| | | |
| | | |
| | |
| Basic and diluted net loss per share | |
$ | (3.40 | ) | |
| | | |
$ | (4.32 | ) |
| Shares used in computing basic and diluted net loss per share | |
| 6,351 | | |
| | | |
| 6,351 | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
ASSERTIO HOLDINGS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The historical financial information as of December 31,
2025 and for the two years then ended has been derived from and should be read in conjunction with the historical audited Consolidated
Financial Statements of Assertio, included in Assertio’s Annual Report on Form 10-K for the years ended December 31, 2025
and 2024 and the adjustments outlined in Note 2 below.
Note 2. Pro Forma Adjustments
| (a) | The Discontinued Operations column in the unaudited Pro Forma Condensed Consolidated Financial Statements
represents the historical financial results directly attributable to the Disposal Transaction in accordance with ASC 205. The income tax
impacts of the Disposal Transaction have been estimated using the applicable statutory income tax rates for the relevant jurisdictions
and, where applicable, the requirements of FASB ASC 740, Income Taxes, concerning discontinued operations. The estimated income
tax adjustments are subject to change, and actual amounts may differ from the results reflected herein. |
| (b) | The adjustment to Cash and cash equivalents
represents the Upfront Payment. The adjustment to Prepaid and other current assets of $0.5 million represents the fair value of the $1.0
million Contingent Deferred Payment related to successful quality approval and delivery of a new batch of SPRIX products to Buyer’s
warehouse by May 31, 2026. There are no amounts recognized for the remaining Contingent Deferred Payments, which consist of (a) future
milestone payments in an amount not to exceed $32.0 million based upon the achievement of certain sales milestones of SYMPAZAN, OTREXUP and INDOCIN; (b) in respect of SPRIX, (i) for the period commencing on April 8, 2026 and ending on December 31, 2027, eight
percent (8%) of the gross profits from SPRIX and (iii) a one-time cash payment of $2.0 million if net sales of SPRIX exceed $7.0
million during calendar year 2027. The effects of these additional Contingent Deferred Payments will be recognized by the Company when
realized or realizable, and given the uncertainty surrounding the events that would give rise to the receipt of the Contingent Deferred
Payments, the Company is unable to estimate a range of consideration that may be received by the Company related to such payments. |
| (c) | Represents estimated unaccrued one-time transaction costs directly related to the Disposal Transaction
of approximately $1.9 million, consisting of accounting, financial, and legal advisory fees. |
| (d) | Represents the estimated gain on the
Disposal Transaction of approximately $16.0 million, which is reflected as the difference between the Upfront Payment, net of estimated
unaccrued one-time transaction costs and the fair value of the SPRIX related Contingent Deferred Payment, and the historical carrying
value of the divested business of $17.6 million. This estimate is based on the historical information as of December 31, 2025. The
actual amount will be based on balances as of the Disposal Transaction closing date and may differ from the information presented. |
| (e) | Represents the removal of the operating results of Assertio Therapeutics, Inc., and/or its applicable
subsidiary or subsidiaries (“Assertio Therapeutics”), which was divested on May 9, 2025, as disclosed in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, and the associated loss on divestiture. The divestiture
of Assertio Therapeutics did not meet the criteria within ASC 205 to be reported as a discontinued operation. |
