8-K
filed August 1, 2023, 7:59 PM ET
CIK 0000831547
M&A
confidence high
sentiment neutral
materiality 0.90
SPECTRUM PHARMACEUTICALS INC: M&A transaction — Assertio closes Spectrum acquisition; SPPI delisted from Nasdaq
SPECTRUM PHARMACEUTICALS INC
- Spectrum shareholders received 0.1783 Assertio shares plus CVR for up to $0.20 per share based on ROLVEDON milestones.
- Spectrum's board (Ashton, Bradrick, Fischer, Lim, Riga, Vacirca) resigned; Jeffrey Vacirca appointed to Assertio board.
- SPPI halted after July 31 close, delisted from Nasdaq Aug 1; company plans Form 15 to suspend reporting.
- Transaction expected to be significantly accretive to Assertio in 2024; combined guidance on Q2 call Aug 3.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Juhyun Lim departed as Director at SPECTRUM PHARMACEUTICALS INC.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of William L. Ashton, Brittany K. Bradrick, Seth H.Z. Fischer, Juhyun Lim, Thomas J. Riga and Jeffrey L. Vacirca) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey L. Vacirca departed as Director at SPECTRUM PHARMACEUTICALS INC.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of William L. Ashton, Brittany K. Bradrick, Seth H.Z. Fischer, Juhyun Lim, Thomas J. Riga and Jeffrey L. Vacirca) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brittany K. Bradrick departed as Director at SPECTRUM PHARMACEUTICALS INC.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of William L. Ashton, Brittany K. Bradrick, Seth H.Z. Fischer, Juhyun Lim, Thomas J. Riga and Jeffrey L. Vacirca) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Seth H.Z. Fischer departed as Director at SPECTRUM PHARMACEUTICALS INC.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of William L. Ashton, Brittany K. Bradrick, Seth H.Z. Fischer, Juhyun Lim, Thomas J. Riga and Jeffrey L. Vacirca) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Riga departed as Director at SPECTRUM PHARMACEUTICALS INC.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of William L. Ashton, Brittany K. Bradrick, Seth H.Z. Fischer, Juhyun Lim, Thomas J. Riga and Jeffrey L. Vacirca) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William L. Ashton departed as Director at SPECTRUM PHARMACEUTICALS INC.
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of William L. Ashton, Brittany K. Bradrick, Seth H.Z. Fischer, Juhyun Lim, Thomas J. Riga and Jeffrey L. Vacirca) ceased to be directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SPECTRUM PHARMACEUTICALS INC: Bylaws amended and restated following merger effective time.
- Change
- bylaw amendment
Exact text from the filing
In addition, promptly following Effective Time, the Fourth Amended and Restated Bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety to be in the form attached hereto as Exhibit 3.2 (the “Amended and Restated Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SPECTRUM PHARMACEUTICALS INC: Certificate of incorporation amended and restated following merger effective time.
- Change
- charter amendment
Exact text from the filing
Promptly following the Effective Time, the Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Amended and Restated Certificate of Incorporation”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SPECTRUM PHARMACEUTICALS INC underwent a change of control involving Assertio Holdings, Inc. for 0.1783 of a share of Assertio common stock and... a CVR to receive up to an additional $0.20 per common share (closed 2023-07-31).
- Action
- change of control
- Counterparty
- Assertio Holdings, Inc.
- Consideration
- 0.1783 of a share of Assertio common stock and... a CVR to receive up to an additional $0.20 per common share
- Closing
- 2023-07-31
Exact text from the filing
Merger Agreement, or by stockholders who have properly exercised and perfected appraisal rights under Delaware law) was cancelled and converted into the right to receive (a)(i) 0.1783 of a share of Assertio common stock and (ii) cash in lieu of fractional shares (the “Upfront Consideration”) and (b) a CVR to receive up to an additional $0.20 per common share
View on SEC.gov
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