Assertio Holdings, Inc.

false --12-31 0001808665 0001808665 2026-06-16 2026-06-16 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): June 16, 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)) ¨ 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. ¨ Introductory Note. As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on May 13, 2026 by Assertio Holdings, Inc., a Delaware corporation (the “ Company ”), the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of May 13, 2026, 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 ”). Pursuant to the Merger Agreement, on May 18, 2026, Purchaser commenced a tender offer to purchase all of the outstanding shares (the “ Shares ”) of common stock of the Company, par value $0.0001 per share, for $23.50 per Share, payable in cash, without interest and less deduction for any required withholding taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of May 18, 2026 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “ Offer ”). The Offer to Purchase and the Letter of Transmittal were filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO originally filed with the SEC by Purchaser on May 18, 2026. Item 1.01. Entry into a Material Definitive Agreement. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. On June 16, 2026, in connection with the Merger (as defined below), the Company and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), entered into the First Supplemental Indenture, dated as of June 16, 2026 (the “ First Supplemental Indenture ”), to the Indenture, dated as of August 25, 2022, by and between the Company and the Trustee (the “ Original Indenture ” and, together with the First Supplemental Indenture, the “ Indenture ”), relating to the Company’s 6.50% Convertible Senior Notes due 2027 (the “ Notes ”). As of June 16, 2026, $40,000,000 aggregate principal amount of the Notes were outstanding. As a result of the Merger, and pursuant to the First Supplemental Indenture, at and after the Effective Time (as defined below), the right to convert each $1,000 principal amount of Notes was changed to a right to convert such principal amount of Notes into solely a number of units of Reference Property (as defined in the Indenture) in an aggregate amount equal to the conversion rate of the Notes in effect on the relevant conversion date (subject to any adjustments pursuant to the terms of the Indenture), with each unit of Reference Property consisting of approximately $382.58 in cash. The consummation of the Merger constitutes a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the Indenture) under the Indenture. The effective date of the Fundamental Change and Make-Whole Fundamental Change in respect of the Notes is June 16, 2026. As a result of the Fundamental Change, each holder of the Notes will have the right to require the Company to repurchase its Notes pursuant to the terms and procedures set forth in the Indenture on the fundamental change repurchase date for a cash repurchase price equal to 100% of the principal amount thereof, plus any accrued and unpaid special interest thereon to, but excluding, the fundamental change repurchase date. The foregoing descriptions of the Indenture and the transactions contemplated thereby are subject to and qualified in their entirety by reference to the full text of the Indenture. A copy of the Original Indenture was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 25, 2022. A copy of the First Supplemental Indenture is filed as Exhibit 4.1 hereto. The Original Indenture and the First Supplemental Indenture are incorporated by reference into this Item 1.01. This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, or a solicitation of an offer to tender for, or purchase, any of the Notes or any other security. Item 2.01. Completion of Acquisition or Disposition of Assets. The information contained in the Introductory Note and Items 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The Offer and withdrawal rights expired as scheduled at one minute following 11:59 p.m., New York City time, on June 15, 2026 (such date and time, the “ Expiration Time ”). According to Equiniti Trust Company, LLC, the depositary for the Offer (the “ Depositary ”), 4,286,488 Shares were validly tendered and not validly withdrawn, representing approximately 66.32% of the issued and outstanding Shares as of the time Purchaser accepted such tendered Shares for payment (the “ Acceptance Time ”). As of the Expiration Time, a sufficient number of Shares were validly tendered and not validly withdrawn such that the minimum tender condition to the Offer was satisfied. As a result of the satisfaction of the foregoing condition and of each other condition to the Offer, Parent and Purchaser irrevocably accepted for payment, on June 16, 2026, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer. Also on June 16, 2026, following consummation of the Offer, Purchaser merged with and into the Company (the “ Merger ”), with the Company being the surviving corporation in the Merger (the “ Surviving Corporation ”). The Merger was governed by Section 251(h) of the General Corpo