{"url_path":"/sec/asrt/8-k/2026-05-13/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","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":936,"has_tables":true,"body_markdown":"**Item 7.01. Regulation FD Disclosure.**\n\n \n\nOn May 13, 2026, the Company issued a press release\nannouncing the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.\n\n \n\nThe information contained in this Item 7.01, including\nExhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange\nAct of 1934, as amended (the “**Exchange Act**”), or otherwise subject to the liabilities of that section, nor shall\nit be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by\nspecific reference in such filing.\n\n \n\n \n\n \n\n \n\n*Cautionary Note Regarding Forward-Looking Statements*\n\n \n\nThis Current Report\non Form 8-K (this “Current Report”) contains forward-looking statements within the meaning of the federal securities\nlaws. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of\noperations or financial condition, or otherwise, based on current beliefs. Forward-looking statements speak only as of the date they\nare made and should not be relied upon as predictions of future events, as there can be no assurance that the events or\ncircumstances reflected in these statements will be achieved or will occur. In particular, this Current Report contains\nforward-looking statements regarding the Company, the proposed tender offer by Purchaser to acquire all outstanding shares of the\nCompany’s common stock and the subsequent merger pursuant to which the Company would become a wholly owned subsidiary of\nParent, including, without limitation, statements regarding the expected timing and completion of these transactions and the\nparties’ ability to satisfy the conditions to consummation. Forward-looking statements can often, but not always, be\nidentified by the use of forward-looking terminology such as “anticipate,” “believe,” “could,”\n“estimate,” “expect,” “goal,” “intend,” “may,” “might,”\n“opportunity,” “plan,” “potential,” “project,” “seek,”\n“should,” “strategy,” “target,” “will,” or the negative of these words and phrases,\nother variations of these words and phrases or comparable terminology. These forward-looking statements are based upon current\nestimates and assumptions and are subject to various risks and uncertainties, many of which are beyond the Company’s control\nand subject to change. Actual results could differ materially from those expressed or implied by these forward-looking statements.\nImportant factors that could cause actual results to differ materially include, among others: risks associated with the timing of\nthe closing of the Transactions, including the risks that a condition to closing would not be satisfied within the expected\ntimeframe or at all or that the closing of the Transactions will not occur in which case Rolvedon would be the Company’s only\nproduct; uncertainties as to how many of the Company’s stockholders will tender their shares in the Offer; the possibility\nthat competing offers will be made; the possibility that a governmental entity may prohibit, delay or refuse to grant approval for\nthe consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the\ntermination of the Transactions; the outcome of any legal proceedings that may be instituted against the parties and others related\nto the Transactions; unanticipated difficulties or expenditures relating to the Transactions; the effect of the announcement or\npendency of the Transactions on the Company’s business and operating results (including the response of business partners and\ncompetitors and potential difficulties in employee retention as a result of the announcement and pendency of the Transactions);\nrisks related to the diverting of management’s attention from the Company’s ongoing business operations; general\neconomic and market conditions; and other risks and uncertainties identified in the Company’s filings with the U.S. Securities\nand Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings. Many of these\nrisks and uncertainties may be exacerbated by public health emergencies and general macroeconomic conditions. The foregoing list of\nfactors is not exhaustive. You should not place undue reliance on any forward-looking statements. The Company does not assume, and\nhereby disclaims, any obligation to update or revise any forward-looking statements, except as required by law.\n\n \n\n*Additional Information\nand Where to Find It*\n\n \n\nThe tender offer for\nthe outstanding shares of the Company referenced in this communication has not yet commenced. This communication is for informational\npurposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender\noffer materials that Parent and its subsidiary will file with the SEC. At the time the tender offer is commenced, Parent and its subsidiary\nwill file tender offer materials on Schedule TO, and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule\n14D-9 with the SEC with respect to the tender offer.\n\n \n\nTHE TENDER OFFER MATERIALS\n(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION\nSTATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS\nCAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION\nTHAT HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.\n\n \n\nThe Offer to Purchase,\nthe related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will\nbe made available to all holders of shares of the Company’s Common Stock at no expense to them. The tender offer materials and the\nSolicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov or by accessing\nthe Investor Relations section of the Company’s website at https://investor.assertiotx.com."}