{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-041569","form_type":"8-K/A","ticker":"ASRT","cik":"0001808665","company_name":"Assertio Holdings, Inc.","filed_at":"2026-04-09T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.952576+00:00","generated_at":"2026-05-15T06:48:33.944645+00:00","sec_items":["1.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Assertio to be acquired by Garda Therapeutics in $18.00/share cash tender offer plus CVRs","bullets":["Acquisition by Garda Therapeutics at $18.00/share cash plus one CVR per share; tender offer to commence within 10 business days.","Asset sale to Cosette Pharmaceuticals for $35M cash upfront plus up to $32M in milestone payments and SPRIX-related CVR payments.","Equity commitment of $17M from Joseph Limber and Brett Lund; debt commitment of $87M from Colbeck Capital Management.","Termination fee: $4.8M standard, reduced to $1.75M for a Qualified Bidder prior to Window Shop End Time.","CEO Mark Reisenauer's non-compete extended to 18 months post-termination in connection with the merger."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-041569","json":"https://secwatch.observer/filing/0001104659-26-041569.json","markdown":"https://secwatch.observer/filing/0001104659-26-041569.md","text":"https://secwatch.observer/filing/0001104659-26-041569.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/tm2611405d4_8ka.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T06:48:33.944645+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"27289305d0321bcd2954c50987d9b8acec3d36e8","claim":"Assertio Holdings, Inc. entered into Agreement and Plan of Merger with Garda Therapeutics, Inc. valued at $18.00 per share of Common Stock in cash, plus one contingent value right per share (effective 2026-04-08).","evidence_excerpt":"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 \").","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-252096","ticker":"NCSM","company_name":"NCS Multistage Holdings, Inc.","filed_at":"2026-06-02T00:43:55+00:00","headline":"Weatherford to acquire NCS Multistage for 0.463 shares per NCS share; expected close H2 2026","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252096","json":"https://secwatch.observer/filing/0001193125-26-252096.json","markdown":"https://secwatch.observer/filing/0001193125-26-252096.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1692427/000119312526252096/0001193125-26-252096-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1692427/000119312526252096/d23867d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","comparable_excerpt":"On May 31, 2026, NCS Multistage Holdings, Inc., a Delaware corporation (“ NCS ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among NCS, Weatherford International plc, an Irish public limited company (“ Weatherford ”), and Trinity Bell Sub, Inc., a Delaware corporation and wholly owned subsidiary of Weatherford (“ Merger Sub ”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into NCS (the “ Merger ”), with NCS surviving the Merger as a wholly owned subsidiary of Weatherford.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1692427/000119312526252096/0001193125-26-252096-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: material_agreement","same SEC item: 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","comparable_excerpt":"the Company terminated and repaid in full all outstanding obligations due under the Second Amended and Restated Credit Agreement, dated as of January 31, 2025, by and among, inter alios , the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: material_agreement","same SEC item: 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","comparable_excerpt":"on the Closing Date, the Company terminated all outstanding lender commitments under the Credit Agreement, dated as of March 10, 2023 (as amended by Amendment No. 1, dated as of September 12, 2024, and as further amended, restated, supplemented or modified prior to the Closing Date, the “Credit Agreement”), among the Company, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","comparable_excerpt":"On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 \").","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926041569/0001104659-26-041569-index.htm","comparable_excerpt":"entered into an Equity Purchase Agreement (the \"Purchase Agreement\") with CIG Emerald Midco LLC, a Delaware limited liability company (the \"Seller\"), and CIG Emerald Holding LLC, a Delaware limited liability company (\"Emerald Holding\"), pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}