{"url_path":"/sec/asrt/8-k/2026-05-18/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1808665/0001104659-26-063064-index.html","accession_number":"0001104659-26-063064","cik":"0001808665","ticker":"ASRT","issuer_name":"Assertio Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1808665/0001104659-26-063064-index.html","primary_entity_key":"0001808665","primary_entity_name":"Assertio Holdings, Inc."},"word_count":1260,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\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**” and, concurrently with the Offer, the “**Transactions**”)\nwith the Company surviving the Merger as a wholly owned subsidiary of Parent (the “**Surviving Corporation**”).\nPursuant to the Merger Agreement, on May 18, 2026, Purchaser will commence the Offer.\n\n \n\nIn addition, pursuant to the Merger Agreement,\nthe Company agreed to use commercially reasonable efforts to, substantially concurrently with the Offer, make an offer and consent solicitation\n(the “**Note Offer**”) (i) to repurchase its 6.50% Convertible Senior Notes due 2027 (the “**Convertible\nNotes**”) at a purchase price approved by Purchaser and Parent, contingent upon the occurrence of a “Fundamental Change”\n(as defined in the indenture governing the Convertible Notes (the “**Indenture**”)) as a result of the Merger and\n(ii) to solicit consents to remove the restrictive covenants set forth in Section 4.11 of the Indenture. On May 18, Parent waived the\nrequirement under the Merger Agreement that the Company commence the Note Offer.\n\n \n\nThe consummation of the Merger will constitute\na “Fundamental Change” and a “Make-Whole Fundamental Change” under the Indenture. As a result, holders of Convertible\nNotes will have certain rights under the Indenture, including (i) the right to require Company (or, following the Merger, the Surviving\nCorporation) to repurchase their Convertible Notes for cash at a price equal to 100% of the principal amount thereof, plus accrued and\nunpaid interest, in accordance with Article 15 of the Indenture, and (ii) the right to convert their Convertible Notes into the consideration\nreceivable in the Merger, at an increased conversion rate during the Make-Whole Fundamental Change Period in accordance with Section 14.03\nof the Indenture.\n\n \n\n*Cautionary Note Regarding Forward-Looking Statements*\n\n \n\nThis Current Report on\nForm 8-K (this “Current Report”) contains forward-looking statements within the meaning of the federal securities laws. Forward-looking\nstatements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition,\nor otherwise, based on current beliefs. Forward-looking statements speak only as of the date they are made and should not be relied upon\nas predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved\nor will occur. In particular, this Current Report contains forward-looking statements regarding the Company, the proposed Offer and the\nMerger pursuant to which the Company would become a wholly owned subsidiary of Parent, including, without limitation, statements regarding\nthe expected timing and completion of the Transactions and the parties’ ability to satisfy the conditions to consummation. Forward-looking\nstatements can often, but not always, be identified by the use of forward-looking terminology such as “anticipate,” “believe,”\n“could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,”\n“opportunity,” “plan,” “potential,” “project,” “seek,” “should,”\n“strategy,” “target,” “will,” or the negative of these words and phrases, other variations of these\nwords and phrases or comparable terminology. These forward-looking statements are based upon current estimates and assumptions and are\nsubject to various risks and uncertainties, many of which are beyond the Company’s control and subject to change. Actual results\ncould differ materially from those expressed or implied by these forward-looking statements. Important factors that could cause actual\nresults to differ materially include, among others: risks associated with the timing of the closing of the Transactions, including the\nrisks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the Transactions\nwill not occur (in which case holders of Convertible Notes will not have certain rights under the Indenture in accordance with Section\n14.03 and Article 15 of the Indenture); uncertainties as to how many of the Company’s stockholders will tender their shares in the\nOffer; the possibility that competing offers will be made; the possibility that a governmental entity may prohibit, delay or refuse to\ngrant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise\nto the termination 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 pendency\nof the Transactions on the Company’s business and operating results (including the response of business partners and competitors\nand potential difficulties in employee retention as a result of the announcement and pendency of the Transactions); risks related to the\ndiverting of management’s attention from the Company’s ongoing business operations; general economic and market conditions;\nand other risks and uncertainties identified in the Company’s filings with the U.S. Securities and Exchange Commission, including\nits Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings. Many of these risks and uncertainties may be exacerbated\nby public health emergencies and general macroeconomic conditions. The foregoing list of factors is not exhaustive. You should not place\nundue reliance on any forward-looking statements. The Company does not assume, and hereby disclaims, any obligation to update or revise\nany forward-looking statements, except as required by law.\n\n \n\n \n\n \n\n \n\n*Additional Information\nand Where to Find It*\n\n \n\nThis communication is\nfor informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute\nfor the tender offer materials that Parent and its subsidiary will file with the SEC. Parent and its subsidiary will file tender offer\nmaterials on Schedule TO, and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC\nwith 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.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n**ASSERTIO HOLDINGS, INC.**\n\n \n \n \n\nDate: May 18, 2026\nBy:\n/s/ Sam Schlessinger\n\n \n \nSam Schlessinger\n\n \n \n*Executive Vice President, General Counsel*"}