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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): June 16, 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. ¨
Introductory Note.
As previously disclosed in the Current Report
on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2026 by Assertio
Holdings, Inc., a Delaware corporation (the “Company”), the Company entered into an Agreement and Plan
of Merger (the “Merger Agreement”), dated as of May 13, 2026, with Zydus Worldwide DMCC, a limited liability
company incorporated under the laws of the United Arab Emirates (“Parent”), Zara Merger Sub Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“Purchaser”) and, solely for purposes of Section 9.20
of the Merger Agreement, Zydus Pharmaceuticals (USA) Inc., a New Jersey corporation (“Guarantor”). Pursuant
to the Merger Agreement, on May 18, 2026, Purchaser commenced a tender offer to purchase all of the outstanding shares (the “Shares”)
of common stock of the Company, par value $0.0001 per share, for $23.50 per Share, payable in cash, without interest and less deduction
for any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated as of May 18, 2026 (the “Offer to Purchase”), and in the related Letter
of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute
the “Offer”). The Offer to Purchase and the Letter of Transmittal were filed as Exhibit (a)(1)(A) and
Exhibit (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO originally filed with the SEC by Purchaser on May 18,
2026.
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
On June 16, 2026, in connection with the
Merger (as defined below), the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”),
entered into the First Supplemental Indenture, dated as of June 16, 2026 (the “First Supplemental Indenture”),
to the Indenture, dated as of August 25, 2022, by and between the Company and the Trustee (the “Original Indenture”
and, together with the First Supplemental Indenture, the “Indenture”), relating to the Company’s 6.50%
Convertible Senior Notes due 2027 (the “Notes”). As of June 16, 2026, $40,000,000 aggregate principal amount
of the Notes were outstanding.
As a result of the Merger, and pursuant to the
First Supplemental Indenture, at and after the Effective Time (as defined below), the right to convert each $1,000 principal amount of
Notes was changed to a right to convert such principal amount of Notes into solely a number of units of Reference Property (as defined
in the Indenture) in an aggregate amount equal to the conversion rate of the Notes in effect on the relevant conversion date (subject
to any adjustments pursuant to the terms of the Indenture), with each unit of Reference Property consisting of approximately $382.58 in
cash.
The consummation of the Merger constitutes a Fundamental
Change and a Make-Whole Fundamental Change (each as defined in the Indenture) under the Indenture. The effective date of the Fundamental
Change and Make-Whole Fundamental Change in respect of the Notes is June 16, 2026.
As a result of the Fundamental Change, each holder
of the Notes will have the right to require the Company to repurchase its Notes pursuant to the terms and procedures set forth in the
Indenture on the fundamental change repurchase date for a cash repurchase price equal to 100% of the principal amount thereof, plus any
accrued and unpaid special interest thereon to, but excluding, the fundamental change repurchase date.
The foregoing descriptions of the Indenture and
the transactions contemplated thereby are subject to and qualified in their entirety by reference to the full text of the Indenture. A
copy of the Original Indenture was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the SEC
on August 25, 2022. A copy of the First Supplemental Indenture is filed as Exhibit 4.1 hereto. The Original Indenture and the
First Supplemental Indenture are incorporated by reference into this Item 1.01. This Current Report on Form 8-K does not constitute
an offer to tender for, or purchase, or a solicitation of an offer to tender for, or purchase, any of the Notes or any other security.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information contained in the Introductory
Note and Items 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
The Offer and withdrawal rights expired as scheduled
at one minute following 11:59 p.m., New York City time, on June 15, 2026 (such date and time, the “Expiration Time”).
According to Equiniti Trust Company, LLC, the depositary for the Offer (the “Depositary”), 4,286,488 Shares were
validly tendered and not validly withdrawn, representing approximately 66.32% of the issued and outstanding Shares as of the time Purchaser
accepted such tendered Shares for payment (the “Acceptance Time”). As of the Expiration Time, a sufficient number
of Shares were validly tendered and not validly withdrawn such that the minimum tender condition to the Offer was satisfied. As a result
of the satisfaction of the foregoing condition and of each other condition to the Offer, Parent and Purchaser irrevocably accepted for
payment, on June 16, 2026, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
Also on June 16, 2026, following consummation
of the Offer, Purchaser merged with and into the Company (the “Merger”), with the Company being the surviving
corporation in the Merger (the “Surviving Corporation”). The Merger was governed by Section 251(h) of
the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the stockholders of the Company
required to consummate the Merger. Upon completion of the Merger, the Company became a wholly owned subsidiary of Parent.
At the effective time of the Merger (the “Effective
Time”) and pursuant to the terms and conditions of the Merger Agreement, each Share (other than (i) Shares held in
the treasury of the Company or owned, directly or indirectly, by Parent or Purchaser, and (ii) Shares held by stockholders of the
Company who were entitled and properly exercised and perfected their statutory demand for appraisal of such Shares in accordance with
Section 262 of the DGCL) was automatically canceled and converted into the right to receive the Offer Price (the “Merger
Consideration”), payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement.
Pursuant to the terms of the Merger Agreement,
at the Effective Time, by virtue of the Merger and without any action on the part of the holders, (i) each option to purchase Shares
(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 was outstanding immediately prior to the Effective Time was 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, if any, 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 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 being made in respect thereof; and (ii) each restricted stock
unit settleable in Shares granted under the Company Stock Plans (each, a “Company RSU”) that was outstanding
as of immediately prior to the Effective Time (a) if unvested as of immediately prior to the Effective Time, became fully vested,
and (b) was canceled and converted into the right to receive as soon as practicable after the Effective Time (but in no event later
than ten (10) business days thereafter), an amount in cash (without interest, and subject to deduction for any required withholding
tax) equal to the Merger Consideration per Company RSU.
The foregoing summary of the Offer, the Merger,
the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, which is filed hereto as Exhibit 2.1 and which is incorporated herein by reference.
| Item 2.04. | Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth in the Introductory
Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing. |
The information contained in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the closing of the Merger,
the Company (i) notified The Nasdaq Capital Market (“Nasdaq”) that the Merger was consummated and (ii) requested
that Nasdaq (A) halt trading of and delist the Shares effective before the opening of trading on June 16, 2026, and (B) file
with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file with
the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of
registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations
under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information contained in the Introductory
Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Except as described in Item 2.01, pursuant to the Merger Agreement,
each outstanding Share that was issued and outstanding immediately prior to the Effective Time, was automatically canceled and converted
at the Effective Time into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such Shares
ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.
| Item 5.01. | Changes in Control of Registrant. |
The information contained in the Introductory
Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of Purchaser’s acceptance for
payment of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer, on June 16,
2026, a change of control of the Company occurred. As a result of the consummation of the Merger pursuant to Section 251(h) of
the DGCL at the Effective Time, the Company became a wholly owned subsidiary of Parent. Parent and Purchaser have immediately available
to them, through a variety of sources, including cash on hand and available lines of credit, the necessary funds to fund the Offer and
Merger, as previously disclosed in “The Tender Offer-Section 9-Source and Amount of Funds” of the Offer to Purchase,
which section is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information contained in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
In accordance with the terms of the Merger Agreement,
effective as of the Effective Time, (i) the directors of Purchaser as of immediately prior to the Effective Time, Ravi Yadavar and
Punit Patel, became the directors of the Company until the earlier of their resignation or removal or until their respective successors
are duly elected and qualified, as the case may be, and each of Heather L. Mason, Sravan K. Emany, Sigurd C. Kirk, William T. McKee, David
M. Stark and Mark L. Reisenauer voluntarily resigned as directors of the Company and from all committees of the Board of Directors (the
“Board”) of the Company on which such directors served and (ii) each officer of the Company as of immediately
prior to the Effective Time ceased his or her respective service as an officer of the Company.
Information with respect to the new directors
of the Company is set forth in Schedule I to the Offer to Purchase.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. |
Pursuant to the terms of the Merger Agreement,
at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety in the
forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
On June 16, 2026, the Company issued a press
release announcing the completion of the Merger and providing notice of a Fundamental Change and Make-Whole Fundamental Change to holders
of the Notes in connection with the completed Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger between the Company, Parent, Purchaser and, solely for purposes of Section 9.20 of the Merger Agreement, Guarantor, dated May 13, 2026. |
| |
|
|
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Assertio Holdings, Inc. |
| |
|
|
| 3.2 |
|
Amended and Restated Bylaws of Assertio Holdings, Inc. |
| |
|
|
| 4.1 |
|
First Supplemental Indenture, dated as of June 16, 2026, to the Indenture, dated as of August 25, 2022, by and between Assertio Holdings, Inc. and U.S. Bank Trust Company, National Association. |
| |
|
|
| 99.1 |
|
Press Release, dated as of June 16, 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: June 16, 2026 |
By: |
/s/ Ravi Yadavar |
| |
|
Ravi Yadavar |
| |
|
Treasurer |
Exhibit 99.1
Assertio Announces Completion of
Merger with Zydus Lifesciences and Fundamental Change and Make-Whole Fundamental Change Relating to its Outstanding 6.50% Convertible
Senior Notes due 2027
LAKE FOREST, IL, June 16,
2026 – Assertio Holdings, Inc. (Nasdaq: ASRT) (“Assertio” or the “Company”) today announced the successful
completion of its previously announced merger (the “Merger”) with Zydus Lifesciences Ltd. (“Zydus Lifesciences”)
pursuant to the terms of the Agreement and Plan of Merger, dated as of May 13, 2026 (the “Merger Agreement”), between,
among others, the Company, Zydus Worldwide DMCC, a limited liability company incorporated under the laws of the United Arab Emirates
and a wholly-owned subsidiary of Zydus Lifesciences (“Zydus”) and Zara Merger Sub Inc., a Delaware corporation and wholly
owned subsidiary of Zydus and Zydus Lifesciences (“Purchaser”). Assertio will continue to operate as a wholly-owned subsidiary
of Zydus Lifesciences. Effective today, Assertio common stock has been delisted from the Nasdaq Stock Exchange. Assertio stockholders
are receiving $23.50 per share in cash in connection with the acquisition.
Assertio also today announced that it
has delivered a notice to holders of its 6.50% Convertible Senior Notes due 2027 (the “Notes”), pursuant to the Indenture,
dated as of August 25, 2022, between the Company and U.S. Bank Trust Company, National Association, as Trustee (as supplemented
from time to time, the “Indenture”), notifying holders of the Notes that, as a result of the consummation of the Merger,
pursuant to the terms of the Merger Agreement, a “Fundamental Change,” a “Make-Whole Fundamental Change” and
a “Merger Event,” each as defined in the Indenture, occurred effective as of June 16, 2026 (the “Effective Date”).
As a result of the Fundamental Change,
holders of the Notes have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase for
cash (i) all of such holder’s Notes or (ii) any portion of the principal amount thereof that is equal to $1,000 or an
integral multiple of $1,000, in each case, on July 17, 2026 (the “Fundamental Change Repurchase Date”), at a repurchase
price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon, if any, to, but
excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”). Holders may exercise their
Fundamental Change Repurchase Right by delivering their Notes for repurchase by book-entry transfer, in compliance with The Depository
Trust Company (“DTC”) procedures in connection with tendering beneficial interests in a global note for repurchase, at any
time on or before 5:00 p.m., New York City time, on July 16, 2026.
Notwithstanding the Fundamental Change
Repurchase Right, the Notes are convertible, at the option of the Holder, at any time until 5:00 p.m., New York City time, on July 16,
2026 (the “Conversion Period”). Pursuant to the terms of the Indenture, in connection with the consummation of the Merger
and the occurrence of a Merger Event, the Company and the Trustee entered into a First Supplemental Indenture to the Indenture, providing
that, following the Effective Date, the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely an
amount of cash equal to the Conversion Rate (as defined in the Indenture) multiplied by the merger consideration of $23.50 per share
of the Company’s outstanding common stock. The Conversion Rate in effect immediately prior to the Merger Event, taking into account
all adjustments, was 16.2799 shares of common stock per $1,000 principal amount of Notes, reflecting a Conversion Price of approximately
$61.46 (after giving effect to the 1-for-15 reverse stock split effective December 26, 2025). As a result, holders will be entitled
to receive approximately $382.58 in cash per $1,000 principal amount of Notes validly surrendered for conversion. The Company shall satisfy
the Conversion Obligation (as defined in the Indenture) by paying cash to converting holders on the second business day immediately following
the relevant Conversion Date (as defined in the Indenture). Holders may convert their Notes by delivering the appropriate instruction
form pursuant to DTC’s book-entry conversion program and transferring such Notes to U.S. Bank Trust Company, National Association,
as conversion agent, through the transmittal procedures of DTC, prior to the end of the Conversion Period. Holders may not convert any
Notes with respect to which they have delivered a Fundamental Change Repurchase Notice (as defined in the Indenture) unless such Holder
first withdraws such notice in accordance with the terms of the Indenture.
The trustee, paying agent and conversion
agent for the Notes is:
U.S. Bank West Side
Flats Operations Center
Mail Station –
EP-MN-WS2N
60 Livingston Avenue
St Paul, MN 55107
Attn: Conversion
Processing – Assertio Holdings
None of the Company, Zydus or any of
their respective affiliates, or any of its or their respective boards of directors, employees, advisors or representatives, or U.S. Bank
Trust Company, National Association, in its role as trustee, paying agent and conversion agent, is making any representation or recommendation
to any holder as to whether or not to surrender or convert such holder’s Notes.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
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.
Cautionary Note Regarding Forward-Looking
Statements
Statements in this communication
that are not historical facts are forward-looking statements that reflect Assertio’s current expectations, assumptions and
estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or
operations of Assertio, including risks related to the subject matter of this communication and our ability to realize the benefits
from our operating model, deliver or execute on our business strategy, including to expand or diversify our asset base and market
reach and drive cash flows and growth, successfully integrate new assets, and explore new business development initiatives. All
statements other than historical facts may be forward-looking statements and can be identified by words such as
“anticipate,” “believe,” “could,” “design,” “estimate,”
“expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,”
“may,” “objective,” “opportunity,” “outlook,” “plan,”
“position,” “potential,” “predict,” “project,” “prospective,”
“pursue,” “seek,” “should,” “strategy,” “target,” “would,”
“will,” “aim” or other similar expressions that convey the uncertainty of future events or outcomes and are
used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio, including the risks described
in Assertio’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and
Exchange Commission (“SEC”) and in other filings Assertio makes with the SEC from time to time. Investors and potential
investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this
date. While Assertio may elect to update these forward-looking statements at some point in the future, it specifically disclaims any
obligation to update or revise any forward-looking statements contained in this press release whether as a result of new information
or future events, except as may be required by applicable law.
###
Investor and Media Contact
Longacre Square Partners
assertio@longacresquare.com
