Every 8-K that Assertio Holdings, Inc. (ASRT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ASRT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ASRT filings page.
Assertio Holdings, Inc. has completed its cash merger with Zydus Lifesciences, becoming a wholly owned subsidiary and delisting its common stock from Nasdaq. Assertio stockholders are receiving $23.50 in cash per share for their holdings.
The acquisition followed a tender offer in which 4,286,488 shares, or 66.32% of outstanding shares, were validly tendered and accepted for payment. The merger closed under Delaware law without a separate shareholder vote, and all non‑appraisal shares were converted into the cash merger consideration.
The merger triggered a Fundamental Change and Make‑Whole Fundamental Change for Assertio’s 6.50% Convertible Senior Notes due 2027, of which $40 million principal was outstanding. Noteholders may either require repurchase at 100% of principal plus accrued interest on July 17, 2026, or convert during a defined period into cash based on a conversion rate tied to the $23.50 merger price.
Assertio Holdings, Inc. announced that it has entered into a Merger Agreement under which Zydus Worldwide DMCC, through a wholly owned subsidiary, will launch a cash tender offer to acquire all outstanding Assertio common shares for $23.50 per share. After the tender offer is completed, the buyer’s subsidiary will merge into Assertio, which will then become a wholly owned subsidiary of Zydus.
The Merger will trigger a “Fundamental Change” and a “Make-Whole Fundamental Change” under Assertio’s 6.50% Convertible Senior Notes due 2027. Noteholders will have the right to require repurchase of their notes for cash at 100% of principal plus accrued and unpaid interest, or to convert into the merger consideration at an increased conversion rate during the specified make‑whole period.
Assertio Holdings, Inc. agreed to be acquired by Zydus Worldwide DMCC through an all-cash tender offer at $23.50 per share, implying about $166.4 million in total consideration. The Board unanimously approved the deal, deemed it a Superior Proposal, and recommends stockholders tender their shares.
Following the tender offer, Zydus will complete a second-step merger at the same price, after which Assertio will become a wholly owned subsidiary and its stock will be delisted from Nasdaq. All outstanding options and unvested RSUs will be cashed out based on the $23.50 price, while underwater options will be cancelled without payment. The offer is conditional on a majority of shares being tendered and Assertio having at least $95 million of Closing Net Cash, and it carries no financing condition.
Concurrent with signing, major holders entered Support Agreements to tender. Assertio terminated its prior merger agreement with Garda Therapeutics after receiving the Zydus proposal, and Zydus paid Garda a $5.81 million termination fee on Assertio’s behalf. The Zydus price represents a 30.6% premium to the original Garda deal, a 7.8% premium to the revised Garda price, and a 75.8% premium to Assertio’s unaffected share price on March 20, 2026.
Assertio Holdings, Inc. and Garda Therapeutics mutually agreed to delay the launch of Garda’s tender offer to acquire all outstanding Assertio shares until May 14, 2026, aligning with an amended and restated merger agreement. The cash offer remains at $21.80 per share, valuing the deal at $153.2 million. Assertio also plans to delay its previously announced tender offer for all outstanding Convertible Senior Notes to May 14, 2026 and expects to file its Schedule 14D-9 on that date.
Assertio Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders held on May 5, 2026. Stockholders approved an amendment and restatement of the Amended and Restated 2014 Omnibus Incentive Plan to increase shares available for issuance by 400,000 shares.
All six director nominees were elected to serve until the 2027 annual meeting, each receiving over 1.74 million votes for. Stockholders also approved, on an advisory basis, the compensation of named executive officers and ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Assertio Holdings, Inc. announced that it and Garda Therapeutics, Inc. mutually agreed to postpone the start of Garda’s tender offer to acquire all outstanding Assertio shares until May 8, 2026.
Under the amended and restated merger agreement, Garda plans to acquire Assertio for $21.80 per share in cash, representing total cash consideration of $153.2 million. Assertio also plans to postpone the previously announced tender offer for all outstanding Convertible Senior Notes to May 8, 2026 and expects to file its Schedule 14D‑9 relating to the tender offer on that date.
Assertio Holdings, Inc. entered into an amended and restated merger agreement with Garda Therapeutics that raises the all‑cash tender offer price to $21.80 per share for all outstanding common stock, with no contingent value right. The Board unanimously approved the deal and recommended that stockholders tender their shares. The offer must start on or before May 4, 2026 and will initially run for 20 business days, followed by a second‑step merger at the same cash price if the tender succeeds. Closing conditions include a majority of shares being tendered, minimum Closing Net Cash of $95 million, and customary legal and regulatory conditions, supported by $22.2 million of equity commitments and up to $130 million of debt financing. The agreement also sets reciprocal $5.81 million termination fees and provides for a tender offer to repurchase $40 million of 6.50% Convertible Notes due 2027 at 100% of principal plus accrued interest.
Assertio Holdings, Inc. announced it has mutually agreed with Garda Therapeutics to extend the deadline to commence Garda’s tender offer for all outstanding Assertio shares to May 4, 2026.
Under a definitive agreement signed on April 8, 2026, Garda plans to acquire Assertio for $18.00 per share in cash, representing total cash consideration of $125.1 million, plus a contingent value right. The agreement includes a 20-day “window-shop” period, during which Assertio may engage with other parties that could offer superior value; if its board terminates the Garda deal for a superior proposal during this period, a reduced breakup fee would apply. The tender offer has not yet commenced, and investors are directed to review upcoming SEC filings on Schedule TO and Schedule 14D-9 for the full terms and conditions.
Assertio Holdings, Inc. announced that Garda Therapeutics plans to begin a tender offer on April 29, 2026 to acquire all outstanding Assertio shares. The deal is based on a previously signed agreement for $18.00 per share in cash, totaling $125.1 million plus a contingent value right. The tender start date follows the expiration of a 20-day “window-shop” period during which Assertio may engage with other potential bidders offering superior value, subject to a reduced breakup fee if its board switches to a higher bid.
Assertio Holdings, Inc. completed the sale of its INDOCIN, SPRIX, SYMPAZAN, CAMBIA, ZIPSOR and OTREXUP product franchises to Cosette Pharmaceuticals for an upfront cash payment of $35.0 million, plus potential deferred and milestone-based payments. These include up to $32.0 million of net sales-based milestones on SYMPAZAN, OTREXUP and INDOCIN, as well as SPRIX-related contingent payments: $1.0 million for successful quality approval and delivery of a new batch by May 31, 2026, 8% of SPRIX gross profits from April 8, 2026 through December 31, 2027, and $2.0 million if SPRIX 2027 net sales exceed $7.0 million. Cosette assumed certain contracts and obligations related to these products. Pro forma financial statements show 2025 revenues for Assertio’s continuing operations of $68.2 million and a net loss of $31.3 million, illustrating a smaller, continuing business that remains loss-making after the divestiture.
Assertio Holdings, Inc. entered into a definitive agreement to be acquired by Garda Therapeutics through an all-cash tender offer at $18.00 per share, plus one contingent value right (CVR) per share. This values the equity at about $125.1 million, with the Board unanimously recommending stockholders tender their shares.
After the tender offer, a back-end merger will make Assertio a wholly owned subsidiary of Garda. The deal includes a 20-business-day “window-shop” period that lets Assertio evaluate superior proposals, with a reduced breakup fee for certain bidders. Closing requires a majority of shares tendered and at least $115,000,000 of Closing Net Cash.
Separately, Assertio sold all non-Rolvedon assets to Cosette Pharmaceuticals for $35,000,000 upfront plus potential milestones. CVR holders may receive additional cash tied to future SPRIX-related payments from Cosette, including delivery, 2026 profit-share, and 2027–2028 gross profit and sales milestones.
Assertio Holdings, Inc. agreed to be acquired by Garda Therapeutics in an all-cash tender offer. Garda will offer $18.00 per share in cash, valuing the equity at approximately $125.1 million, plus one non-tradeable contingent value right (CVR) per share tied to future SPRIX milestones.
After the tender offer, Garda’s subsidiary will merge into Assertio, which will become a wholly owned subsidiary and delist from Nasdaq. Assertio simultaneously sold all non‑Rolvedon product franchises, including INDOCIN, SPRIX, SYMPAZAN, CAMBIA, ZIPSOR and OTREXUP, to Cosette Pharmaceuticals for $35 million upfront plus additional milestone and profit‑share payments, some of which will fund CVR payouts.
Assertio Holdings reported mixed 2025 results, with net product sales of $117.1 million slightly below 2024, but non-GAAP adjusted EBITDA improving to $22.7 million from $18.3 million. The company still posted a larger GAAP net loss of $30.4 million, versus $21.6 million a year earlier.
Rolvedon remained the main growth driver with full-year net product sales of $68.2 million, while Sympazan rose and Indocin declined under generic pressure. For 2026, Assertio guides to net product sales between $110 million and $125 million and adjusted EBITDA between $28 million and $40 million, reflecting expectations for stronger profitability despite ongoing portfolio transitions.
Assertio Holdings, Inc. reported that on January 12, 2026 it received a letter from the Listing Qualifications Department of The Nasdaq Stock Market confirming that the company has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market.
Nasdaq also informed Assertio that the compliance matter is now closed, meaning prior bid-price concerns that could have affected its Nasdaq Capital Market listing status have been resolved.
Assertio Holdings, Inc. reported that Brendan P. O’Grady, its former Chief Executive Officer, has resigned from the Company’s Board of Directors. The resignation became effective on the effective date of a waiver and release agreement he executed on November 17, 2025.
The waiver and release agreement was substantially in the form included with Mr. O’Grady’s existing Management Continuity Agreement, previously filed as an exhibit to a Form 10-Q. This filing focuses solely on documenting his board resignation and related contractual step.
Assertio Holdings (ASRT) reported two updates. The company furnished a press release announcing financial results for the three and nine months ended September 30, 2025, and named Paul Schwichtenberg as President and Chief Operating Officer, effective November 3, 2025. Schwichtenberg previously served as Chief Transformation Officer. The press release was filed as Exhibit 99.1 and the Item 2.02 information was furnished, not filed.
Assertio Holdings announced a leadership change. Effective October 27, 2025, Brendan O’Grady separated from service as Chief Executive Officer under an “Other Involuntary Termination” per his Management Continuity Agreement. The Board appointed director Mark Reisenauer as Chief Executive Officer, and he will continue to serve on the Board.
Under his offer letter, Reisenauer will receive a base salary of $800,000 per year and an annual target cash bonus opportunity of 85% of base salary, though he will not be eligible for a cash bonus for the remainder of 2025. He will be granted an option to purchase 1,000,000 shares and 500,000 RSUs, each vesting one-third annually over three years under the company’s 2014 Omnibus Incentive Plan. His Management Continuity Agreement provides change-in-control protections, including cash severance equal to two times base salary and two times target bonus, up to 24 months of paid health benefits, accelerated vesting of unvested equity, and outplacement services; outside a change-in-control period, severance includes 18 months of salary continuation, paid health benefits for up to 18 months, earned but unpaid prior-year bonus, and limited outplacement.
Assertio Holdings, through its subsidiary Spectrum Pharmaceuticals, amended and restated its supply agreement with Hanmi Pharmaceutical for the ROLVEDON drug substance. The change, effective after the fixed pricing provisions expire in October 2025, sets long‑term pricing that includes a mid‑single digit percentage reduction to the price agreed after Assertio acquired Spectrum in 2023.
The new price remains fixed for the rest of Spectrum’s license term with Hanmi, while allowing Hanmi to request price increases for periods beginning January 1, 2028 if its costs rise above a set threshold. The amendment also adds a volume-based feature that reduces per‑gram pricing in years when the prior year’s global market volume passes a specified level. Spectrum must provide annual purchase forecasts, and at least fifty percent of forecasted orders must be binding, though there are no minimum purchase requirements. Other supply terms were not materially changed.
Assertio Holdings, Inc. filed a Form 8-K to report that it released its latest earnings information. On August 11, 2025, the company issued a press release announcing its financial results for the three- and six-month periods ended June 30, 2025, and furnished that release as an exhibit.
The press release is included as Exhibit 99.1, while the cover page interactive data file is provided as Exhibit 104. The company notes that the earnings information in this report is being furnished rather than filed, which affects how it is treated under securities laws and in other future SEC filings.