Assertio Holdings, Inc. 8-K

What Happened

• Assertio Holdings, Inc. announced on June 16, 2026 that it completed a merger pursuant to an Agreement and Plan of Merger dated May 13, 2026. The closing constituted a change of control of the company. At the Effective Time of the Merger, Assertio’s certificate of incorporation and bylaws were amended and restated (filed as Exhibits 3.1 and 3.2). The company also issued a press release (Exhibit 99.1) providing notice of a Fundamental Change and a Make‑Whole Fundamental Change to holders of its outstanding notes.

Key Details

• Merger Agreement dated May 13, 2026 (filed as Exhibit 2.1, with certain attachments omitted confidentially).
• Completion announced and press release issued June 16, 2026 (Exhibit 99.1).
• Certificate of incorporation and bylaws were amended and restated at the Merger’s Effective Time (Exhibits 3.1 and 3.2).
• First Supplemental Indenture dated June 16, 2026 was filed relating to the company’s existing Indenture (Exhibit 4.1); noteholders were given notice of Fundamental Change and Make‑Whole Fundamental Change.

Why It Matters

• For investors, the filing confirms a formal change of control and corporate governance documents (charter and bylaws) that take effect with the Merger. The notice to noteholders signals contractual rights may have been triggered (potential make‑whole or accelerated payment obligations under the indenture). These events can affect equity holders (ownership and governance) and bondholders (repayment terms and cash obligations). Review the company’s press release and the referenced exhibits for full legal and financial specifics.