Assertio Holdings, Inc. 8-K

What Happened

• Assertio Holdings, Inc. (ASRT) announced on April 8, 2026 that it entered into an Agreement and Plan of Merger with Garda Therapeutics, Inc. and its acquisition subsidiary. The deal provides for a cash tender offer at $18.00 per share of Assertio common stock plus one contingent value right (CVR) per share; the Board unanimously approved and recommended that stockholders tender their shares.
• The Purchaser must commence the Offer within 10 business days of the agreement; the Offer initially runs 20 business days. If the Offer succeeds, Purchaser will merge with and into Assertio and Assertio will become a wholly owned subsidiary of Garda.
• Concurrently, Assertio sold its remaining product franchises (INDOCIN, SPRIX, SYMPAZAN, CAMBIA, ZIPSOR, OTREXUP) to Cosette Pharmaceuticals for $35 million in cash plus potential deferred/milestone payments (up to $32M for certain products and SPRIX‑linked payments), and the CVRs are tied to certain SPRIX payments received by the surviving company.

Key Details

• Purchase price: $18.00 per share in cash (the “Base Purchase Price”) plus one CVR per share (CVRs pay contingent cash tied to SPRIX milestone/gross‑profit receipts).
• Closing conditions: requires >50% of outstanding shares tendered (validly and not withdrawn), Company Closing Net Cash of at least $115,000,000, and no law preventing the transaction; the deal is not subject to a financing condition.
• Financing commitments: Equity investors committed $17,000,000 (Series B of Parent); Colbeck committed debt facilities totaling $87,000,000 (a $62M term loan and $25M delayed‑draw facility) to fund the acquisition and related costs.
• Asset sale to Cosette: $35,000,000 cash up front; additional contingent payments including (a) up to $32M aggregate for SYMPAZAN/INDOCIN/OTREXUP milestones and (b) SPRIX payments (one‑time $1M delivery milestone if by May 31, 2026; 8% gross profit share Apr 8–Dec 31, 2027; $2M if SPRIX net sales > $7M in 2027).
• Termination fees: Company would pay Parent $4.8M if it terminates for a Superior Proposal (reduced to $1.75M under certain early‑bidding conditions); Parent would pay Assertio $4.8M if Parent breaches or withdraws financing.
• Convertible notes: $40,000,000 principal of 6.50% Convertible Notes due 2027 outstanding; Assertio will pursue a consent solicitation and tender offer for the notes contingent on the Merger (purchase price to equal 100% principal plus accrued interest).
• Executive change: CEO Mark Reisenauer agreed to amend his restrictive covenant to extend the post‑termination non‑compete from 12 to 18 months.

Why It Matters

• For common shareholders: the deal provides a fixed cash price of $18/share plus CVRs that could provide additional cash if specified SPRIX milestones and payments are realized — meaning limited immediate cash value now and possible upside later via CVRs tied to asset sale proceeds.
• The Board’s unanimous recommendation and financing commitments (equity + debt) reduce execution risk; the absence of a financing condition further lowers the chance the buyer backs out for lack of funds. However, the Offer requires >50% tender to close, so completion depends on shareholder participation.
• The asset sale to Cosette removes Assertio’s remaining product franchises and replaces ongoing product revenues with up‑front cash and contingent payments, which affects the company’s future standalone operations and cash flows if the Merger does not close.
• Convertible noteholders face a consent/tender process tied to the Merger; outstanding debt and the required net cash threshold ($115M) are material to closing mechanics and creditor outcomes.