--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-26-074619" form_type: "8-K" ticker: "ASRT" cik: "0001808665" company_name: "Assertio Holdings, Inc." filed_at: "2026-06-16T20:43:51+00:00" generated_at: "2026-06-16T20:45:18.575968+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Assertio completes Zydus merger at $23.50/share; notes conversion set at $382.58 per $1,000 ## Summary - Merger completed June 16; shareholders receive $23.50 per share cash; stock delisted from Nasdaq. - 66.32% of shares tendered; all conditions satisfied; company now wholly owned by Zydus Lifesciences. - Board replaced: Ravi Yadavar and Punit Patel named directors; prior directors and officers resigned. - Holders of $40M 6.5% convertible notes due 2027 can elect repurchase at 100% plus accrued interest by July 16, or convert into $382.58 cash per $1,000 principal. - First Supplemental Indenture executed; conversion rate adjusted to cash-only based on $23.50 merger consideration. ## SEC filing metadata - accession: 0001104659-26-074619 - form_type: 8-K - ticker: ASRT - cik: 0001808665 - company_name: Assertio Holdings, Inc. - filed_at: 2026-06-16T20:43:51+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.04, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1808665/000110465926074619/0001104659-26-074619-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1808665/000110465926074619/tm2617883d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-074619 - JSON: https://secwatch.observer/filing/0001104659-26-074619.json - Plain text: https://secwatch.observer/filing/0001104659-26-074619.txt ## Key facts - Debt Financings Assertio Holdings, Inc. faced acceleration on convertible notes of $40,000,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 6.50% maturing 2027. - Instrument: convertible notes - Principal: $40,000,000 aggregate principal amount - Counterparty: U.S. Bank Trust Company, National Association - Rate: 6.50% - Maturity: 2027 - Event: acceleration source text: together with the First Supplemental Indenture, the “ Indenture ”), relating to the Company’s 6.50% Convertible Senior Notes due 2027 (the “ Notes ”). As of June 16, 2026, $40,000,000 aggregate principal amount of the Notes were outstanding. As a result of the Merger, and pursuant to the First Supplemental Indenture, at and after the Effective Time (as defined evidence_url: https://www.sec.gov/Archives/edgar/data/1808665/000110465926074619/0001104659-26-074619-index.htm - Governance Changes Assertio Holdings, Inc.: At the Effective Time, the certificate of incorporation was amended and restated in its entirety. - Change: charter amendment source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1808665/000110465926074619/0001104659-26-074619-index.htm - Governance Changes Assertio Holdings, Inc.: At the Effective Time, the bylaws were amended and restated in their entirety. - Change: bylaw amendment source text: Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1808665/000110465926074619/0001104659-26-074619-index.htm - M&A Transactions Assertio Holdings, Inc. underwent a change of control involving Zydus Worldwide DMCC for $23.50 per Share in cash (closed 2026-06-16). - Action: change of control - Counterparty: Zydus Worldwide DMCC - Consideration: $23.50 per Share in cash - Closing: 2026-06-16 source text: on May 18, 2026, Purchaser commenced a tender offer to purchase all of the outstanding shares (the “ Shares ”) of common stock of the Company, par value $0.0001 per share, for $23.50 per Share, payable in cash, without interest and less deduction for any required withholding taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in evidence_url: https://www.sec.gov/Archives/edgar/data/1808665/000110465926074619/0001104659-26-074619-index.htm - Material Agreements Assertio Holdings, Inc. amended First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2026-06-16). - Action: amendment - Agreement: notes offering - Counterparty: U.S. Bank Trust Company, National Association, as trustee - Effective: 2026-06-16 source text: On June 16, 2026, in connection with the Merger (as defined below), the Company and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), entered into the First Supplemental Indenture, dated as of June 16, 2026 (the “ First Supplemental Indenture ”), to the Indenture, dated as of August 25, 2022, by and between the Company and the Trustee (the “ Original Indenture ” and, together with the First Supplemental Indenture, the “ Indenture ”), relating to the Company’s 6.50% Convertible Senior Notes due 2027 (the “ Notes ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1808665/000110465926074619/0001104659-26-074619-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.