As filed with the Securities and Exchange Commission
on June 16, 2026
Registration No. 333-277831
Registration No. 333-252368
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
No. 1 to Form S-3 Registration Statement No. 333-277831
Post-Effective Amendment
No. 1 to Form S-3 Registration Statement No. 333-252368
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASSERTIO HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its
Charter)
| Delaware |
85-0598378 |
|
(State or Other Jurisdiction of
Incorporation or Organization) |
(IRS Employer
Identification No.) |
100 South Saunders Road, Suite 300
Lake Forest, Illinois 60045
(Address of Principal Executive Offices, including
Zip Code)
Crystal Fisher
Zydus Pharmaceuticals (USA) Inc., 73 Route
31 N., Pennington, New Jersey 08534
Tel. (609) 730-1900
(Name, Address and Telephone Number, including
Area Code, of Agent for Service)
Copies to:
Ryan A. Murr
Branden C. Berns
Evan D’Amico
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, California 94111-3715
(415) 393-8373
Krishna Veeraraghavan
Chelsea Darnell
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
Approximate date of commencement of proposed
sale to the public: Not applicable.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer |
¨ |
Accelerated filer |
x |
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| Non-accelerated filer |
¨ |
Smaller reporting company |
x |
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| Emerging growth company |
¨ |
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective
Amendments”) are being filed by Assertio Holdings, Inc., a Delaware corporation (the “Registrant”), to deregister
all securities remaining unissued and unsold under the following Registration Statements on Form S-3 (each, a “Registration
Statement”, and collectively, the “Registration Statements”) filed with the U.S. Securities and Exchange Commission
(the “SEC”) by the Registrant or its predecessors, Assertio Therapeutics, Inc. and Depomed, Inc.:
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Registration Statement on Form S-3 (No. 333-277831), filed with the SEC on March 11, 2024 and declared effective on April 24,
2024, pertaining to the registration of up to $150,000,000 in aggregate offering price of the Registrant’s common stock, preferred
stock, debt securities, warrants and units. |
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· |
Registration Statement on Form S-3 (No. 333-252368), filed with the SEC on January 25, 2021 and declared effective on
February 4, 2021, pertaining to the registration of up to $100,000,000 in aggregate offering price of the Registrant’s common
stock, preferred stock, debt securities, warrants and units. |
The Registrant is filing these Post-Effective
Amendments to withdraw and remove from registration any unissued and unsold securities registered pursuant to the above-referenced Registration
Statements.
On May 13, 2026, the Registrant entered into
an Agreement and Plan of Merger (the “Merger Agreement”) 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 thereof, Zydus Pharmaceuticals (USA) Inc., a New Jersey
corporation. Pursuant to the Merger Agreement, on May 18, 2026, Purchaser commenced a tender offer (the “Offer”) to purchase
all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Registrant (the “Shares”) at
a price of $23.50 per Share, payable in cash, without interest and subject to any applicable withholding of taxes. The Offer expired one
minute after 11:59 p.m., Eastern Time, on June 15, 2026, and on June 16, 2026, Purchaser irrevocably accepted for payment all
Shares validly tendered and not validly withdrawn pursuant to the Offer. On June 16, 2026, pursuant to the Merger Agreement and in
accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Purchaser merged with and into the Registrant
(the “Merger”), with the Registrant continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
The foregoing description of the Offer, the Merger,
the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its
entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed
with the SEC on May 13, 2026.
As a result of the Merger, the Registrant has
terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant
in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that
had been registered for issuance that remain unsold at the termination of the offerings, the Registrant hereby removes from
registration all such securities registered under the Registration Statements that remain unsold as of the date hereof and terminates
the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing these Post-Effective Amendments to the Registration Statements and has duly caused these
Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in
Pennington, New Jersey, on June 16, 2026.
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ASSERTIO HOLDINGS, INC. |
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By: /s/ Ravi Yadavar |
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Name: Ravi Yadavar
Title: Treasurer |
