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. recommends that stockholders tender their common shares in connection with a tender offer by Zydus Worldwide DMCC and its wholly owned Merger Sub to purchase all outstanding shares at $23.50 per share in cash, pursuant to an Agreement and Plan of Merger.
The Schedule 14D-9 states that as of May 14, 2026, 6,462,180 Shares were issued and outstanding and that the Merger will follow the Offer under Section 251(h) of the Delaware General Corporation Law.
Assertio Holdings, Inc.: a subsidiary of Zydus Lifesciences (Zara Merger Sub Inc.) has launched a cash tender offer to acquire all outstanding shares of Assertio for $23.50 per share, payable in cash, pursuant to the Offer to Purchase dated May 18, 2026. The transaction is structured as a tender offer with an Agreement and Plan of Merger dated May 13, 2026. The Offer is not subject to a financing condition; other terms, conditions and supporting tender agreements are described in the Offer to Purchase and related exhibits.
Assertio Holdings, Inc. entered into an Agreement and Plan of Merger on May 13, 2026 under which Zydus Worldwide DMCC, through its wholly owned Purchaser, will commence a cash tender offer on May 18, 2026 to acquire all outstanding common shares for $23.50 per share. If completed, Purchaser will merge into Assertio and Assertio will become a wholly owned subsidiary of Parent.
The company agreed to pursue a contemporaneous offer and consent solicitation for its 6.50% Convertible Senior Notes due 2027, but Parent waived the requirement that Assertio commence that Note Offer. The Merger will constitute a "Fundamental Change" and a "Make-Whole Fundamental Change" under the Indenture, giving holders rights including repurchase at 100% of principal plus accrued interest and an increased conversion rate during the Make-Whole period.
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. director Heather L. Mason reported making bona fide gifts of a total of 13,332 shares of Common Stock on May 13, 2026. One gift of 6,666 shares reduced an indirect position held by a trust to 6,666 shares, and another 6,666-share gift left 20,944 shares held directly.
Assertio Holdings, Inc. received a preliminary communication that Zara Merger Sub Inc., a subsidiary of Zydus Lifesciences Ltd., intends to commence a tender offer to purchase all issued and outstanding common shares at $23.50 per share, less any applicable withholding taxes. The communication is a preliminary disclosure and the tender offer has not commenced; formal tender offer materials (Schedule TO) and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC.
The offeror identifies Parent entities as controllers of the purchaser but states they are not otherwise participating. The communication includes a press release dated May 13, 2026 and cautions that closing is subject to customary conditions and regulatory approvals.
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.