{"url_path":"/sec/asrt/8-k/2026-05-13/item-1-02","section_key":"item-1-02","section_title":"Item 1.02 Termination of 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":198,"has_tables":true,"body_markdown":"**Item 1.02. Termination of a Material Definitive\nAgreement.**\n\n** **\n\nAs previously disclosed, the Company entered into\nan Amended and Restated Agreement and Plan of Merger on May 1, 2026 (the “**Garda Merger Agreement**”) with Garda\nTherapeutics, Inc., a Delaware corporation (“**Garda**”) and Audi Merger Sub, Inc., a Delaware corporation and a\nwholly-owned subsidiary of Garda.\n\n \n\nFollowing the Board’s determination, after\nconsultation with its outside legal counsel and its financial advisors, that it had received a “Superior Proposal” (as defined\nin the Garda Merger Agreement) from Parent, and the expiration of the time period allowed for Garda to propose revisions to the Garda\nMerger Agreement, on May 13, 2026, prior to entering into the Merger Agreement, the Company delivered to Garda a written notice terminating\nthe Garda Merger Agreement in connection with entering into the Merger Agreement. In connection with the termination of the Garda Merger\nAgreement, 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\nMerger Agreement (the “**Garda Termination Fee**”). Parent’s payment of the Garda Termination Fee is in addition\nto the Merger Consideration to be paid by Parent pursuant to the Merger Agreement."}