{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-054488","form_type":"8-K","ticker":"ASRT","cik":"0001808665","company_name":"Assertio Holdings, Inc.","filed_at":"2026-05-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.953928+00:00","generated_at":"2026-05-14T23:59:45.695363+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Assertio increases acquisition price to $21.80/share all cash; Garda's revised offer up 21.1%","bullets":["Offer price $21.80/share in cash, no CVR, up from $18 plus CVR (21.1% premium to original offer).","Premium of 63.1% to unaffected stock price on March 20, 2026; total equity value ~$153.2M.","Board unanimously approved; tender offer to commence by May 4, 2026; closing expected Q2 2026.","Financing commitments fully committed: $22.2M equity (Limber and Lund) and up to $130M debt (Colbeck).","Company withdraws 2026 guidance and cancels Q1 2026 earnings conference call due to pending transaction."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054488","json":"https://secwatch.observer/filing/0001104659-26-054488.json","markdown":"https://secwatch.observer/filing/0001104659-26-054488.md","text":"https://secwatch.observer/filing/0001104659-26-054488.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/tm2611405d19_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T23:59:45.695363+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":"d4c8e8db6b38a7e850608e933417d82f61fc2963","claim":"Assertio Holdings, Inc. amended Amended and Restated Agreement and Plan of Merger with Garda Therapeutics, Inc. and Audi Merger Sub, Inc. (effective 2026-05-01).","evidence_excerpt":"On May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","confidence":0.9}],"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, 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 May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-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":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"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","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","comparable_excerpt":"On June 1, 2026 (the “Closing Date”), Repay Holdings Corporation (the “Company” or “REPAY”), its wholly owned subsidiary, Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and Truist Bank, as administrative agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","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","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001193125-26-214743","ticker":"CTGO","company_name":"Contango Silver & Gold Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Contango Silver & Gold acquires Lucky Shot for $16.1M; reports high-grade gold intercepts","event_type":"m_and_a","sec_items":["1.01","1.02","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214743","json":"https://secwatch.observer/filing/0001193125-26-214743.json","markdown":"https://secwatch.observer/filing/0001193125-26-214743.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/ctgo-20260504.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","comparable_excerpt":"(“Contango” or the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) and executed a promissory note (the “Promissory Note”) with Alaska Hardrock Inc. (“AHI”) to acquire 100% ownership of the Company’s Lucky Shot project, located in the Willow Mining District about 75 miles north of Anchorage, Alaska (“Lucky Shot”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. 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(the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","comparable_excerpt":"On May 6, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), through its subsidiary Hope Concrete, LLC, a Texas limited liability company (“Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Target”), to acquire 100% of the ownership interests of Target","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001193125-26-210231","ticker":"COLD","company_name":"AMERICOLD REALTY TRUST","filed_at":"2026-05-07T23:59:59+00:00","headline":"Americold forms $1.3B cold storage JV with EQT; receives $1.1B debt repayment proceeds","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210231","json":"https://secwatch.observer/filing/0001193125-26-210231.json","markdown":"https://secwatch.observer/filing/0001193125-26-210231.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/0001193125-26-210231-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/d95141d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","comparable_excerpt":"On May 7, 2026, Americold Realty Operating Partnership, LP, a Delaware limited partnership, MHG Gateway Properties, LLC, a New Jersey limited liability company, ART Mortgage Borrower Propco 2010 - 5 LLC, a Delaware limited liability company, Americold New TRS Sub 1, LLC, a Delaware limited liability company, Americold Real Estate, L.P., a Delaware limited partnership, ART Mortgage Borrower Propco 2010 - 4 LLC, a Delaware limited liability company, New Hall’s Warehouse LLC, a New Jersey limited liability company and Americold Russellville, LLC, an Arkansas limited liability company, each a subsidiary of Americold Realty Trust, Inc. (the “ Company ”) and Snowfall Topco LP, an affiliate of EQT entered into a contribution agreement (the “ Contribution Agreement ” and the transactions described therein, the “ JV Transaction ”), which was unanimously approved by the Company’s Board of Directors (the “Board”), upon the unanimous recommendation of the Finance Committee of the Board, to create","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1455863/000119312526210231/0001193125-26-210231-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated 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 ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926054488/0001104659-26-054488-index.htm","comparable_excerpt":"In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}