Welcome to our dedicated page for Assertio Holdings SEC filings (Ticker: ASRT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Assertio Holdings, Inc. filings document formal disclosures for a Nasdaq-listed commercial pharmaceutical company, including material-event reports, annual meeting voting results, governance actions, and capital-structure matters. The record includes disclosures on common stock, convertible senior notes, tender-offer communications, and amendments to equity incentive plan provisions.
Assertio's SEC reports also cover material definitive agreements and completed asset-sale disclosures involving branded products such as INDOCIN, SPRIX, SYMPAZAN, CAMBIA, ZIPSOR, and OTREXUP. These filings describe transaction documents, Regulation FD communications, shareholder approvals, executive-compensation plan matters, and operating subjects tied to the company's pharmaceutical commercialization business.
Assertio Holdings, Inc. entered into an Agreement and Plan of Merger with Zydus Worldwide DMCC and a wholly owned purchaser on May 13, 2026 to be acquired for $23.50 per share in cash via a tender offer, followed by a merger to make Assertio a wholly owned subsidiary. The Board unanimously approved the Merger and recommended that stockholders tender their shares.
The Offer requires valid tenders exceeding 50% of outstanding shares, a Closing Net Cash minimum of $95,000,000, and customary legal and regulatory clearances. The deal is not subject to a financing condition. The Merger Agreement includes a $6,263,180 Company termination fee, a separately paid $5,810,000 termination fee to Garda, and a guarantee by Zydus Pharmaceuticals (USA) Inc. The Company will pursue a contingent note tender and consent solicitation for $40,000,000 of outstanding 6.50% Convertible Notes due 2027.
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 reported a weak first quarter while setting up a major strategic exit. Revenue fell to $9.9 million from $26.5 million a year earlier, driven by a sharp drop in ROLVEDON and INDOCIN sales. Net loss widened to $18.9 million, or $2.93 per share, from $13.5 million.
Cash and cash equivalents rose to $33.7 million, with short‑term investments of $37.9 million, giving sizable liquidity against $40.0 million of 6.5% Convertible Senior Notes due 2027. After quarter‑end, Assertio agreed to be acquired by Garda Therapeutics for $21.80 per share in cash via tender offer and merger, and sold all non‑ROLVEDON assets to Cosette for $35.0 million plus potential milestones, leaving ROLVEDON as its only product going forward.
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.
Stark David Matthew reported acquisition or exercise transactions in this Form 4 filing.
Assertio Holdings, Inc. director David Matthew Stark received a grant of 4,851 shares of Common Stock in the form of restricted stock units as director compensation. These RSUs vest in full on the earlier of the first anniversary of the grant date or the next annual stockholders’ meeting that occurs at least 50 weeks after the prior year’s meeting. Following this award, Stark directly holds 11,420 shares. The reported share amounts have been adjusted to reflect the company’s 1-for-15 reverse stock split completed on December 26, 2025.
Emany Sravan Kumar reported acquisition or exercise transactions in this Form 4 filing.
Assertio Holdings, Inc. director Sravan Kumar Emany received a grant of 4,851 shares of Common Stock in the form of restricted stock units at no purchase price. These units vest in full on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders that is at least 50 weeks after the prior year's meeting. Following this award, he directly holds 23,855 shares of Common Stock. All reported share amounts reflect a 1-for-15 reverse stock split that became effective on December 26, 2025.
Kirk Sigurd reported acquisition or exercise transactions in this Form 4 filing.
Assertio Holdings, Inc. director Kirk Sigurd received a grant of 4,851 shares of Common Stock in the form of restricted stock units at a price of $0.00 per share. Following this award, he directly holds 12,017 shares.
The restricted stock units vest in full on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders that is at least 50 weeks after the prior year’s annual meeting, consistent with the company’s Nonemployee Director Compensation & Grant Policy. All reported share amounts reflect a 1-for-15 reverse stock split effected on December 26, 2025.
MCKEE WILLIAM reported acquisition or exercise transactions in this Form 4 filing.
Assertio Holdings, Inc. director William McKee received an equity award of 4,851 shares of common stock in the form of restricted stock units, granted at no cash cost. These units vest in full on the earlier of the first anniversary of the grant date or the next annual stockholders meeting that is at least 50 weeks after the prior year’s meeting. Following this grant, McKee holds 27,936 shares of common stock directly. The reported share amounts reflect a 1-for-15 reverse stock split the company effected on December 26, 2025.
Mason Heather L reported acquisition or exercise transactions in this Form 4 filing.
Assertio Holdings, Inc. director Heather L. Mason received an equity award in the form of 4,851 shares of common stock on the date of the company’s 2026 Annual Meeting of Stockholders. The shares were granted at no cash cost to her as a compensation award.
These shares are restricted stock units that vest in full on the earlier of the first anniversary of the grant date or the next annual stockholder meeting that occurs at least 50 weeks after the prior year’s meeting. After this award, she directly holds 27,610 common shares, adjusted for a 1-for-15 reverse stock split that took effect on December 26, 2025.