Assertio Holdings, Inc. 8-K

What Happened

• Assertio Holdings, Inc. announced on May 4, 2026 that it entered into an Amended and Restated Agreement and Plan of Merger (dated May 1, 2026) with Garda Therapeutics, Inc. and its subsidiary Audi Merger Sub, Inc. The Offer Price was increased from $18.00 + a contingent value right to $21.80 per share in cash, with no contingent payments. The Company’s board unanimously approved the amended agreement and recommended that stockholders accept the tender offer.
• Purchaser must commence the cash tender offer on or before May 4, 2026; the Offer initially expires 20 business days after commencement (subject to extensions). After the Offer, Purchaser will merge into Assertio and Assertio will become a wholly owned subsidiary of Parent. At closing, each issued share (other than certain excluded shares) will be converted into the right to receive $21.80 per share in cash (less withholding). Outstanding stock options will be canceled and cashed out if in-the-money; unvested RSUs settle in cash equal to $21.80 each.

Key Details

• Offer price: $21.80 per share in cash (no contingent value right).
• Closing conditions include: (a) validly tendered shares > 50% of outstanding shares (plus one); (b) Closing Net Cash of at least $95,000,000; and (c) no law blocking the Transactions. The deal is not subject to a financing condition.
• Financing commitments: $22.2 million equity commitment from Joseph Limber and Brett Lund; $130 million of debt financing committed by Colbeck Capital (an $80M term loan and a $50M delayed draw).
• Convertible notes: $40.0 million aggregate principal of 6.50% Convertible Notes due 2027 outstanding; Assertio will conduct a Note Offer/consent solicitation to purchase those notes at 100% of principal (plus accrued interest) contingent on the Merger being a Fundamental Change.
• Termination fees/guarantees: Company may owe a $5,810,000 termination fee if it accepts a Superior Proposal; Parent will owe a $5,810,000 Parent Termination Fee in certain circumstances. Parent and Joseph Limber provided limited guarantees capped at these amounts and related reimbursement obligations.

Why It Matters

• For common shareholders: If you tender your shares in the Offer, you will receive $21.80 per share in cash (no future contingent payments). This replaces the prior $18 + CVR structure and is a higher, all-cash, certain upfront price (subject to closing conditions).
• For option and RSU holders: In-the-money options are to be canceled and paid in cash based on the excess of the $21.80 price over exercise price; unvested RSUs will vest and be paid in cash at $21.80 per unit. Out-of-the-money options will be canceled without payment.
• For creditors and noteholders: Assertio will solicit tenders and consents for the outstanding convertible notes and has a plan to offer to purchase them at full principal (plus accrued interest) if the Merger triggers a Fundamental Change.
• Transaction certainty: The agreement includes committed equity and debt financing and limited guarantees, and the Purchaser’s obligations are not subject to a financing condition—factors that increase the likelihood the deal will close if other conditions (tender threshold, net cash) are met.

Press release announcing the amended agreement was filed as Exhibit 99.1 to the 8-K.