Assertio to be acquired by Garda for $18/share plus CVR; sells assets to Cosette for $35M

Assertio Holdings, Inc.

Garda Therapeutics to acquire Assertio via cash tender offer at $18.00 per share plus one CVR per share.
Concurrently, Assertio sells its INDOCIN, SPRIX, and other product franchises to Cosette for $35M cash plus up to $35M in milestones.
Equity investors commit $17M and Colbeck provides $87M debt financing; no financing condition for the offer.
Closing conditions include minimum net cash of $115M; termination fee is $4.8M ($1.75M for qualified bidder).
Company to launch note offer for its $40M 6.50% Convertible Notes due 2027 contingent on merger.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Assertio Holdings, Inc. entered into Merger Agreement with Garda Therapeutics, Inc. (Parent) and Audi Merger Sub, Inc. (Purchaser) (effective 2026-04-08).

Action: entry
Agreement: merger
Counterparty: Garda Therapeutics, Inc. (Parent) and Audi Merger Sub, Inc. (Purchaser)
Effective: 2026-04-08

Exact text from the filing

On April 8, 2026, Assertio Holdings, Inc. (the " Company " or " Assertio ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Garda Therapeutics, Inc., a Delaware corporation (" Parent "), and Audi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Purchaser ").

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Assertio Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-041236

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