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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): May 1, 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. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
Amended and Restated Agreement and Plan of
Merger
On May 1, 2026, Assertio Holdings, Inc. (the “Company”
or “Assertio”) entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and
Restated 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”), which
amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “Original Merger Agreement”),
by and among the Company, Parent and Purchaser. Pursuant to the Amended and Restated Merger Agreement, the Company and Parent have agreed
to increase the Offer Price (as defined below) from (x) $18.00 per share of the Company’s common stock (the “Common
Stock”) plus one non-tradeable contingent value right representing the right to receive certain contingent payments
in cash on or prior to the applicable milestone outside dates to (y) $21.80 per share of
Common Stock in cash, without interest and without a contingent value right.
The Amended and Restated Merger Agreement provides
for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer (the “Offer”)
by Purchaser for all of the Company’s outstanding shares of Common Stock, for $21.80 per share of Common Stock in cash (the “Offer
Price”) and (ii) following the completion of the Offer, the merger of Purchaser with and into the Company (the “Merger”)
with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”).
The Company’s Board of Directors (the “Board”)
has unanimously approved the Merger and the Amended and Restated 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 Amended and Restated Merger Agreement, Purchaser
is required to commence the Offer on or before May 4, 2026. 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.
Consistent with, and unchanged from, the Original
Merger Agreement, the Amended and Restated Merger Agreement provides that, 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, without interest, less any required withholding taxes (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; 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 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.
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 Amended
and Restated Merger Agreement) of at least $95,000,000; and (iii) the absence of any law that makes illegal the Offer, the Merger or any
of the other transactions contemplated by the Amended and Restated 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 Amended and Restated Merger Agreement are not subject to a financing condition.
Following the completion of the Offer, upon the
terms and conditions set forth in the Amended and Restated 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.
Consistent with, and unchanged from, the Original
Merger Agreement, the Company, Parent and Purchaser have each made customary representations, warranties and covenants in the Amended
and Restated 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 Amended and Restated
Merger Agreement, the Company has agreed to customary “no shop” restrictions on its ability to, among other things, initiate,
solicit or knowingly encourage alternative acquisition proposals from third parties and engage in discussions or negotiations with third
parties regarding alternative acquisition proposals, subject to certain customary exceptions.
The Amended and Restated Merger Agreement contains
customary termination rights for both Parent and Purchaser, on the one hand, and the Company, on the other hand, including if the Acceptance
Time shall not have occurred on or before July 2, 2026. If the Amended and Restated Merger Agreement is terminated under certain circumstances
specified in the Amended and Restated 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 $5,810,000. In addition, if the Company
terminates the Amended and Restated Merger Agreement due to Parent’s or Purchaser’s breach of their representations, warranties,
covenants or agreements, or due to Parent’s withdrawal of financing, Parent shall pay the Company a termination fee of $5,810,000
(the “Parent Termination Fee”).
The foregoing description of the Amended and Restated Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated 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 Amended and Restated 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 Amended and Restated
Merger Agreement were made only for purposes of the Amended and Restated Merger Agreement and as of specific dates, were made solely for
the benefit of the parties to the Amended and Restated 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.
Equity Commitment Letter
Concurrently with the execution of the Amended
and Restated 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 Amended and Restated Merger Agreement,
pursuant to which the Equity Investors irrevocably committed to purchase equity of Parent for an aggregate investment amount of $22,200,000
(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 Amended
and Restated Merger Agreement, Colbeck Capital Management, LLC (“Colbeck”) delivered to Parent a duly executed
amended and restated debt commitment letter, dated as of the date of the Amended and Restated Merger Agreement, pursuant to which Colbeck
committed to provide (i) a senior secured term loan facility in an aggregate principal amount of $80,000,000 and (ii) a senior secured
delayed draw term loan facility in an aggregate principal amount of $50,000,000 (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 Amended
and Restated 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 Amended and Restated Merger Agreement and (b) any amounts payable by Parent pursuant to the Amended
and Restated 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 Amended and Restated Merger Agreement under circumstances
in which the Parent Termination Fee is not payable.
Support Agreements
Concurrently with the execution of the Original
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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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.
Item 7.01. Regulation FD Disclosure.
On May 4, 2026, the Company issued a press release
announcing the Amended and Restated Merger 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 and the subsequent merger pursuant to which the Company would become a wholly
owned subsidiary of Parent, 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; 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* |
|
Amended and Restated Agreement and Plan of Merger between the Company, Parent and Purchaser, dated May 1, 2026. |
| 99.1 |
|
Press Release of the Company, dated May 4, 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: May 4, 2026 |
By: |
/s/ Sam Schlessinger |
| |
|
Sam Schlessinger |
| |
|
Executive Vice President, General Counsel |
Exhibit 99.1
Privileged & Confidential
Prepared at the request of counsel
Assertio Announces Amended and Restated Merger
Agreement with Garda Therapeutics
Increased All-Cash Tender Offer Price of $21.80
per share – or $153.2 Million
New Tender Offer Price Represents 21.1% Premium
to Prior Offer
LAKE FOREST, Ill., May 4, 2026 — Assertio Holdings, Inc.
(Nasdaq: ASRT) (“Assertio” or the “Company”) today announced that, on May 1, 2026, Assertio and Garda Therapeutics
(“Garda”) entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), pursuant
to which Garda has increased its offer to acquire all outstanding shares of Assertio to $21.80 per share in cash with no contingent value
right.
The increased offer represents a 21.1% premium to Garda’s original
offer on April 8, 2026, and a 63.1% premium to the Company’s unaffected stock price on March 20, 2026 – the day
before a significant share price and trading volume movement.
The revised offer follows engagement with multiple parties during the
Company’s “window-shop” period, including the receipt of a Superior Proposal, after which the Company negotiated in
good faith with Garda as required by the terms of the merger agreement. The increased consideration and the revised Merger Agreement with
Garda provides greater cash consideration to Assertio’s stockholders, and includes increased and fully-committed equity and debt
financing commitments. After careful consideration, Assertio’s Board of Directors determined that Garda’s increased offer
represents the most favorable outcome for Assertio’s stockholders.
Heather Mason, Chair of the Assertio Board of Directors, stated: “We
are pleased with this outcome, which reflects the Board’s focus throughout this disciplined and comprehensive process on delivering
the best possible result for Assertio’s stockholders. Garda’s decision to increase its offer underscores both the competitive
dynamics of the process and the underlying value of Assertio. We would like to thank everyone involved for their dedication and execution
throughout this process.”
Transaction Overview
Under the terms of the amended agreement, Garda will acquire all outstanding
shares of Assertio for $21.80 per share in cash. The Merger Agreement does not include a contingent value right. The transaction is expected
to close in the second quarter of 2026 and remains subject to customary closing conditions, including the tender of a majority of Assertio’s
outstanding shares.
Following the successful completion of the tender offer, Garda will
acquire any remaining shares through a second-step merger at the same price of $21.80 per share in cash. Upon completion of the transaction,
Assertio’s common stock will no longer be listed on Nasdaq.
Assertio will file a current report on Form 8-K with the U.S.
Securities and Exchange Commission (the “SEC) containing a summary of terms and conditions of the Merger Agreement. The Company
also expects to file a Schedule 14D-9 with the SEC in connection with the tender offer, which will include additional information regarding
the transaction and the strategic review process.
On April 8, 2026, Assertio completed the previously announced
sale of its non-Rolvedon® assets to Cosette Pharmaceuticals, further streamlining the Company and supporting the transaction with
Garda.
First Quarter Conference Call
In light of the announced transaction, Assertio will not host a conference
call and webcast to discuss the Company’s financial and operating results for the first fiscal quarter of 2026. The call is not
expected to be rescheduled. In addition, the Company is withdrawing its previously disclosed 2026 guidance in connection with the transaction.
Assertio expects to file its Form 10-Q for the first quarter of 2026 on or before May 11, 2026.
Privileged & Confidential
Prepared at the request of counsel
Advisors
Moelis & Company LLC is serving as financial advisor, Gibson,
Dunn & Crutcher LLP as legal counsel, and Longacre Square Partners 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 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.
Privileged & Confidential
Prepared at the request of counsel
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; 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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