Assertio Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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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 Offer.
The Company, Parent, Purchaser and Guarantor have each made customary representations, warranties and covenants in the Merger Agreement, including covenants of the Company regarding the operation of the Company’s business prior to the Effective Time, as well as representations and warranties of Parent and Purchaser with respect to, among other things, Parent having sufficient cash, available lines of credit or other sources of immediately available funds to consummate the Transactions.
In addition, pursuant to the Merger Agreement, the Company has agreed to customary “no shop” restrictions on its ability to, among other things, initiate, solicit or knowingly encourage alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding alternative acquisition proposals, subject to certain customary exceptions.
The Merger Agreement contains customary termination rights for both Parent and Purchaser, on the one hand, and the Company, on the other hand, including if the Acceptance Time shall not have occurred on or before July 12, 2026. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, including in connection with the Company’s entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement), the Company will be required to pay Parent a termination fee of $6,263,180 (the “Company Termination Fee”). In addition, upon the termination of the Merger Agreement in certain circumstances specified in the Merger Agreement, the Company will, in addition to the Company Termination Fee, be obligated to reimburse Parent for the Garda Termination Fee (as defined below).
The Merger Agreement also contains a guarantee by Guarantor of the full and complete performance by Parent, Purchaser and the Surviving Corporation, as applicable, of their respective obligations under the Merger Agreement. In addition, pursuant to the terms of the Merger Agreement, Guarantor has agreed to take all action necessary to cause each of Parent and Purchaser or the Surviving Corporation, as applicable, to perform all if its respective obligations under the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Purchaser, Guarantor or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk among the parties rather than establishing matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Support Agreements
Concurrently with the execution of the Merger Agreement, certain beneficial owners of Common Stock entered into tender and support agreements (the “Support Agreements”) with Parent and Purchaser pursuant to which such parties agreed, among other things, to irrevocably tender the shares of Common Stock held by them and certain of their affiliates in the Offer, upon the terms and subject to the conditions of such agreements. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement or if the Company’s Board of Directors votes to approve a Superior Proposal (as defined in the Merger Agreement).
Convertible Notes Tender Offer
As of the date of the Merger Agreement, an aggregate principal amount of $40,000,000 of the Company’s 6.50% Convertible Notes due 2027 (the “Convertible Notes”) issued pursuant to the Indenture, dated as of August 25, 2022, between the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Indenture”), were outstanding. Pursuant to the Merger Agreement, the Company is required to comply in all material respects with its obligations under the terms of the Indenture, including taking all actions required by it to be taken prior to the Effective Time as a result of the consummation of the Merger. In addition, after the date of the Merger Agreement and substantially concurrently with the Offer, the Company or the Surviving Corporation, as applicable, will use commercially reasonable efforts to make an offer and consent solicitation (the “Note Offer”) to purchase the Convertible Notes at a purchase price approved by Purchaser and Parent, contingent upon the occurrence of a “Fundamental Change” (as defined in the Indenture) as a result of the Merger (which purchase price will equal 100% of the principal amount of the Convertible Notes plus accrued and unpaid interest thereon through the stated maturity date), and to purchase, after the Acceptance Time and prior to or concurrently with the occurrence of the Closing, any Convertible Notes tendered and not withdrawn as of the expiration date of the Note Offer. The consent solicitation will seek consent to remove Section 4.11 of the Indenture, and holders who tender Convertible Notes pursuant to the Note Offer will be required to deliver consents with respect to such proposed amendment and may not deliver consents without tendering their Convertible Notes. Following consummation of the Merger, Parent and Purchaser will, or will cause the Company to, comply with the provisions of Article 15 of the Indenture with respect to any Convertible Notes that remain outstanding after the consummation of the Note Offer.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, the Company entered into an Amended and Restated Agreement and Plan of Merger on May 1, 2026 (the “Garda Merger Agreement”) with Garda Therapeutics, Inc., a Delaware corporation (“Garda”) and Audi Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Garda.
Following the Board’s determination, after consultation with its outside legal counsel and its financial advisors, that it had received a “Superior Proposal” (as defined in the Garda Merger Agreement) from Parent, and the expiration of the time period allowed for Garda to propose revisions to the Garda Merger Agreement, on May 13, 2026, prior to entering into the Merger Agreement, the Company delivered to Garda a written notice terminating the Garda Merger Agreement in connection with entering into the Merger Agreement. In connection with the termination of the Garda Merger Agreement, Parent, on behalf of the Company, paid Garda a termination fee of $5,810,000 in cash as required by the terms of the Garda Merger Agreement (the “Garda Termination Fee”). Parent’s payment of the Garda Termination Fee is in addition to the Merger Consideration to be paid by Parent pursuant to the Merger Agreement.
Item 7.01. Regulation FD Disclosure.
On May 13, 2026, the Company issued a press release announcing the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (this “Current Report”) contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs. Forward-looking statements speak only as of the date they are made and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur. In particular, this Current Report contains forward-looking statements regarding the Company, the proposed tender offer by Purchaser to acquire all outstanding shares of the Company’s common stock and the subsequent merger pursuant to which the Company would become a wholly owned subsidiary of Parent, including, without limitation, statements regarding the expected timing and completion of these transactions and the parties’ ability to satisfy the conditions to consummation. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “opportunity,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, many of which are beyond the Company’s control and subject to change. Actual results could differ materially from those expressed or implied by these forward-looking statements. Important factors that could cause actual results to differ materially include, among others: risks associated with the timing of the closing of the Transactions, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the Transactions will not occur in which case Rolvedon would be the Company’s only product; uncertainties as to how many of the Company’s stockholders will tender their shares in the Offer; the possibility that competing offers will be made; the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Transactions; the outcome of any legal proceedings that may be instituted against the parties and others related to the Transactions; unanticipated difficulties or expenditures relating to the Transactions; the effect of the announcement or pendency of the Transactions on the Company’s business and operating results (including the response of business partners and competitors and potential difficulties in employee retention as a result of the announcement and pendency of the Transactions); risks related to the diverting of management’s attention from the Company’s ongoing business operations; general economic and market conditions; and other risks and uncertainties identified in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings. Many of these risks and uncertainties may be exacerbated by public health emergencies and general macroeconomic conditions. The foregoing list of factors is not exhaustive. You should not place undue reliance on any forward-looking statements. The Company does not assume, and hereby disclaims, any obligation to update or revise any forward-looking statements, except as required by law.
Additional Information and Where to Find It
The tender offer for the outstanding shares of the Company referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that Parent and its subsidiary will file with the SEC. At the time the tender offer is commenced, Parent and its subsidiary will file tender offer materials on Schedule TO, and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of the Company’s Common Stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://investor.assertiotx.com.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger between the Company, Parent, Purchaser and, solely for purposes of Section 9.20 of the Merger Agreement, Guarantor, dated May 13, 2026. | |
| 99.1 | Press Release of the Company, dated May 13, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASSERTIO HOLDINGS, INC. | ||
| Date: May 13, 2026 | By: | /s/ Sam Schlessinger |
| Sam Schlessinger | ||
| Executive Vice President, General Counsel | ||