Assertio Holdings, Inc.

false 0001808665 0001808665 2026-05-13 2026-05-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 13, 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. Agreement and Plan of Merger On May 13, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) 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 of the Merger Agreement, Zydus Pharmaceuticals (USA) Inc., a New Jersey corporation (“ Guarantor ”). The 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 (the “ Common Stock ”), for $23.50 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 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 Merger Agreement, Purchaser is required to commence the Offer within five (5) business days after the date of the Merger Agreement. 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. Pursuant to the terms of the Merger Agreement, 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 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 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 Merger Agreement are not subject to a financing condition. Following the completion of the Offer, upon the terms and conditions set forth in the 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