Form 8-K

8-K — Assertio Holdings, Inc.

Accession: 0001104659-26-043227

Filed: 2026-04-14

Period: 2026-04-08

CIK: 0001808665

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

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0001808665

2026-04-08

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April

8, 2026

ASSERTIO HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-39294

85-0598378

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 South Saunders Rd., Suite 300

Lake Forest, IL

60045

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (224) 419-7106

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to

Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

ASRT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item

2.01. Completion of Acquisition or Disposal of Assets.

Sale of Products to Cosette Pharmaceuticals,

Inc.

As previously announced on April 8, 2026,

Assertio Holdings, Inc. (the “Company”) and certain wholly-owned subsidiaries of the Company

(collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Asset Purchase

Agreement”) with Cosette Pharmaceuticals, Inc., a Delaware corporation (“Cosette”). On April

8, 2026, the Company also completed the sale (the “Asset Sale”) of its right, title and interest in and to

the INDOCIN®, SPRIX®, SYMPAZAN®, CAMBIA®, ZIPSOR® and the recently decommercialized OTREXUP®

franchises of products (collectively, the “Products”) to Cosette pursuant to the Asset Purchase Agreement,

for an aggregate purchase price of $35,000,000 in cash, with the potential for additional deferred amounts consisting of (i) in

respect of SYMPAZAN, INDOCIN and OTREXUP, net sales-based milestone payments of up to $32,000,000 in the aggregate and (ii) in

respect of SPRIX, (a) a one-time cash payment of $1,000,000 in the event of successful quality approval and delivery of a new batch

of SPRIX products to Cosette’s warehouse by May 31, 2026, (b) eight percent (8%) of gross profits from SPRIX for the period

from April 8, 2026 through December 31, 2027, and (c) a one-time cash payment of $2,000,000 if net sales of SPRIX exceed $7,000,000

during calendar year 2027. In connection with the Asset Sale, Cosette also assumed certain contracts, liabilities and obligations of

the Sellers relating to the Products, including those related to manufacturing and supply, post-market commitments and clinical

development costs.

In accordance with Article 11 of Regulation S-X,

the Company is providing as Exhibit 99.1 hereto the unaudited pro forma condensed balance sheet of the Company as of December 31, 2025,

and the unaudited pro forma condensed consolidated statements of operations of the Company for the years ended December 31, 2025 and 2024,

all of which reflect the Asset Sale.

Item 9.01. Financial Statements

and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated

balance sheet of the Company as of December 31, 2025 and the unaudited pro forma condensed consolidated statements of operations of the

Company for the years ended December 31, 2025 and 2024 that reflect the Asset Sale are attached as Exhibit 99.1 and are included herein.

The unaudited pro forma condensed consolidated

financial statements are not intended to represent or be indicative of the Company’s consolidated results of operations or financial

position that would have been reported had the Asset Sale been completed as of the dates presented and should not be taken as representation

of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available

information and certain assumptions that management believes are reasonable under the circumstances.

(d) Exhibits

Exhibit No.

Description

99.1

Unaudited Pro Forma Condensed Consolidated Financial Statements of Assertio Holdings, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ASSERTIO HOLDINGS, INC.

Date: April 14, 2026

By:

/s/ Sam Schlessinger

Sam Schlessinger

Executive Vice President, General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611405d7_ex99-1.htm · Sequence: 2

Exhibit 99.1

ASSERTIO HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

On April 8, 2026, Assertio

Holdings, Inc. (“Assertio” or the “Company”) entered into an Asset Purchase Agreement (the “Asset

Purchase Agreement”) by and among Zyla Life Sciences, LLC, Zyla Life Sciences US, LLC, Assertio Specialty Pharmaceuticals,

LLC, ASIO Holdings, LLC, Assertio Distribution, LLC, and Assertio Management, LLC (collectively, “Seller”), Assertio

(the “Guarantor”), and Cosette Pharmaceuticals, Inc. (“Buyer”). Upon execution of the Asset Purchase

Agreement, the Company sold its remaining right, title and interest in and to INDOCIN®, SPRIX®, SYMPAZAN®, CAMBIA®,

ZIPSOR® and the recently decommercialized OTREXUP® (collectively, the “Products”), and transferred certain

assets and liabilities related to the Products, to the Buyer in exchange for $35.0 million in cash (the “Upfront

Payment”) with the potential for additional deferred amounts consisting of (a) future milestone payments in an amount not

to exceed $32.0 million based upon the achievement of certain sales milestones of SYMPAZAN, OTREXUP and INDOCIN; (b) in respect

of SPRIX, (i) a one-time cash payment of $1.0 million in the event of successful quality approval and delivery of a new batch

of SPRIX products to Buyer’s warehouse by May 31, 2026, (ii) for the period commencing on April 8, 2026 and

ending on December 31, 2027, eight percent (8%) of the gross profits from SPRIX and (iii) a one-time cash payment of $2.0

million if net sales of SPRIX exceed $7.0 million during calendar year 2027 (the “Contingent Deferred Payments”)

(collectively with the Upfront Payment, the “Disposal Transaction”). The Disposal Transaction is considered a

significant disposition for purposes of Item 2.01 of Form 8-K. In addition, as disclosed in the Company’s Quarterly

Report on Form 10-Q for the quarter ended June 30, 2025, on May 9, 2025, the Company transferred all of the equity

interests in Assertio Therapeutics, Inc., and/or its applicable subsidiary or subsidiaries (“Assertio

Therapeutics”) to an established purchaser of legacy litigation matters resulting in Assertio Therapeutics being owned by the

purchaser’s related company, ATIH Industries, LLC.

The following unaudited Pro Forma Condensed Consolidated

Financial Statements were derived from the historical Consolidated Financial Statements of Assertio, which were prepared in accordance

with generally accepted accounting principles in the United States of America (“GAAP”).

The unaudited Pro Forma Condensed Consolidated

Financial Statements as of December 31, 2025 and for the two years then ended have been derived from the historical audited Consolidated

Financial Statements of Assertio, included in Assertio’s Annual Report on Form 10-K for the year ended December 31, 2025

filed with the SEC on March 16, 2026. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025 gives

effect to the Disposal Transaction as if it had occurred on December 31, 2025. The unaudited Pro Forma Condensed Consolidated Statements

of Comprehensive Loss for the years ended December 31, 2025 and 2024 give effect to the Disposal Transaction as if it had occurred

on January 1, 2024, the beginning of the earliest period presented.

The unaudited Pro Forma Condensed Consolidated

Financial Statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited Pro Forma Condensed Consolidated

Financial Statements were prepared for illustrative and informational purposes only and do not purport to represent what the Company's

results of operations or financial position would have been had the Disposal Transaction occurred on the dates indicated. The unaudited

Pro Forma Condensed Consolidated Financial Statements also should not be considered indicative of Assertio’s future results of operations

or financial position. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected

herein due to a variety of factors.

The unaudited Pro Forma Condensed Consolidated

Financial Statements and accompanying notes should be read in conjunction with the historical audited Consolidated Financial Statements,

accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Assertio

as of and for the years ended December 31, 2025 and 2024, which are included in Assertio’s Annual Report on Form 10-K

for the year ended December 31, 2025.

Upon the close of the Disposal Transaction, occurring

contemporaneously with the execution of the Asset Purchase Agreement, the criteria for discontinued operations in accordance with Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial

Statements (“ASC 205”) was met. The Company believes that the adjustments included within the Discontinued Operations

column of the unaudited Pro Forma Condensed Consolidated Financial Statements are consistent with the guidance for discontinued operations

under GAAP. The Company’s current estimates on a discontinued operations basis are preliminary and could change as the Company

finalizes discontinued operations accounting.

Article 11 of Regulation S-X requires that

pro forma financial information reflecting a disposition include transaction accounting adjustments, which reflect the application of

required accounting for the disposition. Such adjustments have been included in the unaudited Pro Forma Condensed Consolidated Financial

Statements. There are no autonomous entity adjustments included in the unaudited Pro Forma Condensed Consolidated Financial Statements.

Additionally, the unaudited Pro Forma Condensed Consolidated Financial Statements do not include management adjustments to reflect any

potential synergies that may be achievable, or dis-synergy costs that may occur, in connection with the divestiture.

ASSERTIO HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2025

(in thousands except share and per share data)

Historical

Assertio

Less:

Discontinued

Operations

Transaction

Accounting

Adjustments

Pro Forma

Assertio

Continuing Operations

Note 2(a)

Note 2

ASSETS

Current assets

Cash and cash equivalents

$ 10,229

$ -

$ 35,000

2(b)

$ 45,229

Short-term investments

53,176

Accounts receivable, net

120,110

Inventories, net

24,120

3,366

20,754

Prepaid and other current assets

9,011

500

2(b)

9,511

Total current assets

216,646

3,366

35,500

248,780

Property and equipment, net

444

Intangible assets, net

48,908

14,195

34,713

Other long-term assets

972

Total assets

$ 266,970

$ 17,561

$ 35,500

$ 284,909

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Accounts payable

$ 9,014

$ -

$ 9,014

Accrued rebates, returns and discounts

99,366

Accrued liabilities

14,282

1,926

2(c)

16,208

Other current liabilities

4,851

Total current liabilities

127,513

1,926

129,439

Long-term debt

39,124

Other long-term liabilities

6,381

Total liabilities

173,018

1,926

174,944

Commitment and contingencies

Shareholders' equity:

Common stock, $0.0001 par value, 200,000,000 shares authorized; 6,421,899 shares issued and outstanding

Additional paid-in capital

797,450

Accumulated deficit

(703,499 )

17,561

33,574

2(c),2(d)

(687,486 )

Total shareholders' equity

93,952

17,561

33,574

109,465

Total liabilities and shareholders' equity

$ 266,970

$ 17,561

$ 35,500

$ 284,909

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

ASSERTIO HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

Year ended December 31, 2025

(in thousands except per share data)

Less:

Pro Forma Assertio

Historical

Assertio

Discontinued

Operations

Asssertio

Therapeutics

Continuing

Operations

Note 2(a)

Note 2(e)

Revenues:

Product sales, net

$ 117,100

$ 48,874

$ -

68,226

Royalty revenue

1,613

$ -

Total revenues

118,713

50,487

68,226

Costs and expenses:

Cost of sales

35,383

13,557

21,826

Research and development expenses

1,690

1,632

Selling, general and administrative expenses

69,000

11,432

2,279

55,289

Change in fair value of contingent consideration

(276 )

Amortization of intangible assets

29,863

12,507

17,356

Impairment of intangible assets

1,700

Restructuring charges

2,889

Total costs and expenses

140,249

38,978

2,279

98,992

(Loss) income from operations

(21,536 )

11,509

(2,279 )

(30,766 )

Other (expense) income:

Loss on Assertio Therapeutics divestiture

(8,174 )

Interest expense

(3,075 )

Interest income

2,665

Other gain, net

180

Total other expense

(8,404 )

(8,174 )

(230 )

Net (loss) income before income taxes

(29,940 )

11,509

(10,453 )

(30,996 )

Income tax expense

(435 )

(82 )

(1 )

(352 )

Net (loss) income and comprehensive (loss) income

$ (30,375 )

$ 11,427

$ (10,454 )

$ (31,348 )

Basic and diluted net loss per share

$ (4.74 )

$ (4.90 )

Shares used in computing basic and diluted net loss per share

6,403

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

ASSERTIO HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

Year ended December 31, 2024

(in thousands except per share data)

Less:

Pro Forma Assertio

Historical

Assertio

Discontinued

Operations

Continuing

Operations

Note 2(a)

Revenues:

Product sales, net

$ 120,849

$ 60,759

$ 60,090

Royalty revenue

2,012

Other revenue

2,100

Total revenues

124,961

62,771

62,190

Costs and expenses:

Cost of sales

39,227

19,975

19,252

Research and development expenses

3,822

258

3,564

Selling, general and administrative expenses

75,051

12,062

62,989

Change in fair value of contingent consideration

(244 )

Amortization of intangible assets

25,644

19,578

6,066

Impairment of intangible assets

5,217

Restructuring charges

720

Total costs and expenses

149,437

56,846

92,591

(Loss) income from operations

(24,476 )

5,925

(30,401 )

Other (expense) income:

Interest expense

(3,039 )

Interest income

3,221

Other gain, net

2,765

Total other income

2,947

Net (loss) income before income taxes

(21,529 )

5,925

(27,454 )

Income tax (expense) benefit

(52 )

(55 )

Net (loss) income and comprehensive (loss) income

$ (21,581 )

$ 5,870

$ (27,451 )

Basic and diluted net loss per share

$ (3.40 )

$ (4.32 )

Shares used in computing basic and diluted net loss per share

6,351

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

ASSERTIO HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The historical financial information as of December 31,

2025 and for the two years then ended has been derived from and should be read in conjunction with the historical audited Consolidated

Financial Statements of Assertio, included in Assertio’s Annual Report on Form 10-K for the years ended December 31, 2025

and 2024 and the adjustments outlined in Note 2 below.

Note 2. Pro Forma Adjustments

(a) The Discontinued Operations column in the unaudited Pro Forma Condensed Consolidated Financial Statements

represents the historical financial results directly attributable to the Disposal Transaction in accordance with ASC 205. The income tax

impacts of the Disposal Transaction have been estimated using the applicable statutory income tax rates for the relevant jurisdictions

and, where applicable, the requirements of FASB ASC 740, Income Taxes, concerning discontinued operations. The estimated income

tax adjustments are subject to change, and actual amounts may differ from the results reflected herein.

(b) The adjustment to Cash and cash equivalents

represents the Upfront Payment. The adjustment to Prepaid and other current assets of $0.5 million represents the fair value of the $1.0

million Contingent Deferred Payment related to successful quality approval and delivery of a new batch of SPRIX products to Buyer’s

warehouse by May 31, 2026. There are no amounts recognized for the remaining Contingent Deferred Payments, which consist of (a) future

milestone payments in an amount not to exceed $32.0 million based upon the achievement of certain sales milestones of SYMPAZAN, OTREXUP and INDOCIN; (b) in respect of SPRIX, (i) for the period commencing on April 8, 2026 and ending on December 31, 2027, eight

percent (8%) of the gross profits from SPRIX and (iii) a one-time cash payment of $2.0 million if net sales of SPRIX exceed $7.0

million during calendar year 2027. The effects of these additional Contingent Deferred Payments will be recognized by the Company when

realized or realizable, and given the uncertainty surrounding the events that would give rise to the receipt of the Contingent Deferred

Payments, the Company is unable to estimate a range of consideration that may be received by the Company related to such payments.

of approximately $1.9 million, consisting of accounting, financial, and legal advisory fees.

(d) Represents the estimated gain on the

Disposal Transaction of approximately $16.0 million, which is reflected as the difference between the Upfront Payment, net of estimated

unaccrued one-time transaction costs and the fair value of the SPRIX related Contingent Deferred Payment, and the historical carrying

value of the divested business of $17.6 million. This estimate is based on the historical information as of December 31, 2025. The

actual amount will be based on balances as of the Disposal Transaction closing date and may differ from the information presented.

(e) Represents the removal of the operating results of Assertio Therapeutics, Inc., and/or its applicable

subsidiary or subsidiaries (“Assertio Therapeutics”), which was divested on May 9, 2025, as disclosed in the Company’s

Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, and the associated loss on divestiture. The divestiture

of Assertio Therapeutics did not meet the criteria within ASC 205 to be reported as a discontinued operation.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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