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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
21, 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 7.01. Regulation FD Disclosure.
On April 21, 2026, Assertio Holdings, Inc. (the
“Company”) issued a press release (the “Press Release”) announcing that, in connection
with the previously announced entry into an Agreement and Plan of Merger, dated as of April 8, 2026 (the “Merger Agreement”),
by and among the Company, Garda Therapeutics, Inc., a Delaware corporation (“Garda”), and Audi Merger Sub, Inc.
a Delaware corporation and a wholly owned subsidiary of Garda (“Purchaser”), Garda intends to commence a tender
offer to purchase all of the outstanding shares of the Company’s common stock on April 29, 2026, the day following the expiration
of the 20-day “window-shop” period contemplated by the Merger Agreement. A copy of the Press Release 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
|
| 99.1 |
|
Press Release of the Company, dated April 21, 2026 |
| 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 21, 2026 |
By: |
/s/ Sam Schlessinger |
| |
|
Sam Schlessinger |
| |
|
Executive Vice President, General Counsel |
Exhibit 99.1
Assertio Provides Update on Garda Therapeutics
Tender Process
LAKE FOREST, IL – April 21, 2026 – Assertio Holdings,
Inc. (“Assertio” or the “Company”) (Nasdaq: ASRT), today provided an update that Garda Therapeutics, Inc. (“Garda”)
intends to commence the tender offer to acquire all outstanding shares of Assertio on April 29, 2026 – the day following the expiration
of the 20-day “window-shop” period.
As previously announced on April 8, 2026, Assertio has entered into
a definitive agreement (the “Garda Agreement”) to be acquired by Garda for $18.00 per share in cash, or a total cash consideration
of $125.1 million, plus a contingent value right. 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 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.
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 and the subsequent merger pursuant to which the Company would become a wholly owned
subsidiary of Garda, 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.
###
