{"url_path":"/sec/asrt/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1808665/0001104659-26-059856-index.html","accession_number":"0001104659-26-059856","cik":"0001808665","ticker":"ASRT","issuer_name":"Assertio Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1808665/0001104659-26-059856-index.html","primary_entity_key":"0001808665","primary_entity_name":"Assertio Holdings, Inc."},"word_count":1855,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive\nAgreement.**\n\n \n\n*Agreement and Plan of Merger*\n\n \n\nOn May 13, 2026, Assertio Holdings, Inc. (the\n“**Company**” or “**Assertio**”) entered into an Agreement and Plan of Merger (the “**Merger\nAgreement**”) with Zydus Worldwide DMCC, a limited liability company incorporated under the laws of the United Arab Emirates\n(“**Parent**”), Zara Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“**Purchaser**”)\nand, solely for purposes of Section 9.20 of the Merger Agreement, Zydus Pharmaceuticals (USA) Inc., a New Jersey corporation (“**Guarantor**”).\nThe Merger Agreement provides for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer (the “**Offer**”)\nby Purchaser for all of the Company’s outstanding shares of common stock (the “**Common Stock**”), for $23.50\nper share of Common Stock in cash (the “**Offer Price**”) and (ii) following the completion of the Offer, the merger\nof Purchaser with and into the Company (the “**Merger**”) with the Company surviving the Merger as a wholly owned\nsubsidiary of Parent (the “**Surviving Corporation**”).\n\n \n\nThe Company’s Board of Directors (the “**Board**”)\nhas unanimously approved the Merger and the Merger Agreement and recommended that the stockholders of the Company accept the Offer and\ntender their shares of Common Stock pursuant to the Offer. Under the Merger Agreement, Purchaser is required to commence the Offer within\nfive (5) business days after the date of the Merger Agreement. The Offer will initially expire at one minute after 11:59 p.m., Eastern\nTime on the date that is twenty (20) business days following the commencement of the Offer, subject to extension under certain circumstances.\n\n \n\nPursuant to the terms of the Merger Agreement,\nat the effective time of the Merger (the “**Effective Time**”), by virtue of the Merger and without any action on\nthe part of the holders, (i) each outstanding share of Common Stock of the Company, other than any shares of Common Stock held in the\ntreasury of the Company or owned, directly or indirectly, by Parent or Purchaser, or by any stockholders who are entitled to and who properly\nexercise appraisal rights under Delaware law, will be converted into the right to receive the Offer Price, without interest, less any\nrequired withholding taxes (the “**Merger Consideration**”); (ii) each option to purchase shares of Common Stock\n(a “**Company Stock Option**”) under any employee, director, or consultant stock option, stock purchase or equity\ncompensation plan, arrangement, or agreement of the Company (the “**Company Stock Plans**”), including the Company’s\nAmended and Restated 2014 Omnibus Incentive Plan, the Company’s Inducement Incentive Plan, the Company’s Second Amended and\nRestated 2004 Equity Incentive Plan and the Zyla Life Sciences Amended and Restated 2019 Stock-Based Incentive Compensation Plan, in accordance\nwith the terms thereof, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be canceled and,\nin exchange therefor, the Surviving Corporation shall pay to each former holder of any such canceled Company Stock Option as soon as practicable\nfollowing the Effective Time (and in no event later than ten (10) business days after the Effective Time) an amount in cash (without interest,\nand subject to deduction for any required withholding tax) equal to the product of (a) the excess of the Merger Consideration over the\nexercise price per share under such Company Stock Option and (b) the number of shares subject to such Company Stock Option; provided,\nthat if the exercise price per share (as adjusted for the conversion described above) of any such Company Stock Option is equal to or\ngreater than the Merger Consideration, such Company Stock Option shall be canceled without any cash payment being made in respect thereof;\nand (iii) each restricted stock unit settleable in shares of Common Stock granted under the Company Stock Plans (each, a “**Company\nRSU**”) that is outstanding and unvested as of immediately prior to the Effective Time will vest in full and will automatically\nbe cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration per Company RSU.\n\n \n\nPurchaser’s obligation to accept\nshares of Common Stock tendered in the Offer is subject to certain customary conditions for a transaction of this type, including:\n(i) that the number of shares of Common Stock validly tendered and not validly withdrawn in accordance with the terms of the Offer,\ntogether with any shares of Common Stock beneficially owned by Purchaser or any affiliate of Purchaser, equals at least one share\nmore than fifty percent (50%) of all shares of Common Stock then issued and outstanding; (ii) the Company shall have Closing Net\nCash (as defined in the Merger Agreement) of at least $95,000,000; and (iii) the absence of any law that makes illegal the Offer,\nthe Merger or any of the other transactions contemplated by the Merger Agreement (the “**Transactions**”),\nprohibits or limits Parent’s ownership of the Company or the Company’s, Parent’s or any of their respective\nsubsidiaries’ businesses or assets, or imposes limitations on Parent’s rights of ownership of the Common Stock. The\nobligations of Parent and Purchaser to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing\ncondition.\n\n \n\n \n\n \n\n \n\nFollowing the completion of the Offer, upon the\nterms and conditions set forth in the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law,\nPurchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. The Merger will be\neffected as soon as practicable following the time of purchase by Purchaser of shares of Common Stock validly tendered and not withdrawn\nin the Offer.\n\n \n\nThe Company, Parent, Purchaser and Guarantor have\neach made customary representations, warranties and covenants in the Merger Agreement, including covenants of the Company regarding the\noperation of the Company’s business prior to the Effective Time, as well as representations and warranties of Parent and Purchaser\nwith respect to, among other things, Parent having sufficient cash, available lines of credit or other sources of immediately available\nfunds to consummate the Transactions.\n\n \n\nIn addition, pursuant to the Merger Agreement,\nthe Company has agreed to customary “no shop” restrictions on its ability to, among other things, initiate, solicit or knowingly\nencourage alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding\nalternative acquisition proposals, subject to certain customary exceptions.\n\n \n\nThe Merger Agreement contains customary termination\nrights for both Parent and Purchaser, on the one hand, and the Company, on the other hand, including if the Acceptance Time shall not\nhave occurred on or before July 12, 2026. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement,\nincluding in connection with the Company’s entry into an agreement with respect to a Superior Proposal (as defined in the Merger\nAgreement), the Company will be required to pay Parent a termination fee of $6,263,180 (the “**Company Termination Fee**”).\nIn addition, upon the termination of the Merger Agreement in certain circumstances specified in the Merger Agreement, the Company will,\nin addition to the Company Termination Fee, be obligated to reimburse Parent for the Garda Termination Fee (as defined below).\n\n \n\nThe Merger Agreement also contains a guarantee\nby Guarantor of the full and complete performance by Parent, Purchaser and the Surviving Corporation, as applicable, of their respective\nobligations under the Merger Agreement. In addition, pursuant to the terms of the Merger Agreement, Guarantor has agreed to take all action\nnecessary to cause each of Parent and Purchaser or the Surviving Corporation, as applicable, to perform all if its respective obligations\nunder the Merger Agreement.\n\nThe foregoing description of the Merger Agreement\ndoes 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\n2.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThe Merger Agreement has been included to provide\ninvestors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent,\nPurchaser, Guarantor or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger\nAgreement were made only for purposes of the Merger Agreement and as of specific dates, were made solely for the benefit of the parties\nto the Merger Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures\nmade for the purpose of allocating contractual risk among the parties rather than establishing matters as facts, and may be subject to\nstandards of materiality applicable to the contracting parties that differ from those applicable to investors.\n\n \n\n*Support Agreements*\n\n \n\nConcurrently with the execution of the\nMerger Agreement, certain beneficial owners of Common Stock entered into tender and support agreements (the “**Support\nAgreements**”) with Parent and Purchaser pursuant to which such parties agreed, among other things, to irrevocably\ntender the shares of Common Stock held by them and certain of their affiliates in the Offer, upon the terms and subject to the\nconditions of such agreements. The Support Agreements will terminate upon certain circumstances, including upon termination of the\nMerger Agreement or if the Company’s Board of Directors votes to approve a Superior Proposal (as defined in the Merger\nAgreement).\n\n \n\n \n\n \n\n \n\n*Convertible Notes Tender Offer*\n\n \n\nAs of the date of the Merger Agreement, an aggregate\nprincipal amount of $40,000,000 of the Company’s 6.50% Convertible Notes due 2027 (the “**Convertible Notes**”)\nissued pursuant to the Indenture, dated as of August 25, 2022, between the Company and U.S. Bank Trust Company, National Association,\nas Trustee (the “**Indenture**”), were outstanding. Pursuant to the Merger Agreement, the Company is required to\ncomply in all material respects with its obligations under the terms of the Indenture, including taking all actions required by it to\nbe taken prior to the Effective Time as a result of the consummation of the Merger. In addition, after the date of the Merger Agreement\nand substantially concurrently with the Offer, the Company or the Surviving Corporation, as applicable, will use commercially reasonable\nefforts to make an offer and consent solicitation (the “**Note Offer**”) to purchase the Convertible Notes at a\npurchase price approved by Purchaser and Parent, contingent upon the occurrence of a “Fundamental Change” (as defined in the\nIndenture) as a result of the Merger (which purchase price will equal 100% of the principal amount of the Convertible Notes plus accrued\nand unpaid interest thereon through the stated maturity date), and to purchase, after the Acceptance Time and prior to or concurrently\nwith the occurrence of the Closing, any Convertible Notes tendered and not withdrawn as of the expiration date of the Note Offer. The\nconsent solicitation will seek consent to remove Section 4.11 of the Indenture, and holders who tender Convertible Notes pursuant to the\nNote Offer will be required to deliver consents with respect to such proposed amendment and may not deliver consents without tendering\ntheir Convertible Notes. Following consummation of the Merger, Parent and Purchaser will, or will cause the Company to, comply with the\nprovisions of Article 15 of the Indenture with respect to any Convertible Notes that remain outstanding after the consummation of the\nNote Offer."}