Assertio Holdings, Inc. — fact timeline

Assertio Holdings, Inc. entered into Agreement and Plan of Merger with Spectrum Pharmaceuticals, Inc. (effective 2023-04-24).

“On April 24, 2023, Assertio Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, Spade Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Merger Sub ”), and Spectrum Pharmaceuticals, Inc., a Delaware corporation (“ Spectrum ”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Spectrum (the “ Merger ”), with Spectrum surviving such Merger as a wholly owned subsidiary of the Company.”

Assertio Holdings, Inc. updated its 2023 full year guidance (initiated).

“Assertio announced its initial 2023 operating guidance as follows: Net Product Sales (GAAP) $150.0 Million to $160.0 Million Adjusted EBITDA (Non-GAAP) 3 $85.0 Million to $93.0 Million”

Assertio Holdings, Inc. reported financial results for twelve months ended December 31, 2022.

“On March 8, 2023, Assertio Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2022.”

Assertio Holdings, Inc. reported financial results for three months ended December 31, 2022.

“On March 8, 2023, Assertio Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2022.”

Assertio Holdings, Inc. entered into Exchange Agreements with a limited number of holders of the Company's 6.50% Convertible Senior Notes due 2027 valued at $30.0 million (effective 2023-02-23).

“On February 23, 2023, Assertio Holdings, Inc. (the “ Company ”) announced it has entered into separate, privately negotiated exchange agreements (the “ Exchange Agreements ”) with a limited number of holders of the Company’s currently outstanding 6.50% Convertible Senior Notes due 2027 (the “ Exchanged Notes ”).”

Assertio Holdings, Inc. reported fourth quarter and full year 2022 ended December 31, 2022 results: revenue $49.0 to $50.0, net income $88.0 to $89.0, EPS $1.32 to $1.33.

“and full year 2022 financial results are approximately as follows: (All amounts in $ millions other than per share amounts) Fourth Quarter 2022 Full Year 2022 Net Product Sales $49.0 to $50.0 $154.0 to $155.0 Total Operating Costs and Expenses $39.5 to $40.5 $116.5 to $117.5 Income Tax Benefit 1 $78.0 to $80.0 $78.0 to $80.0 Net Income $88.0 to $89.0 $109.0 to”

Assertio Holdings, Inc. reported the three and nine months ended September 30, 2022 results: revenue $ 34.3, net income $ 4.2, EPS $ 0.08. Guidance raised.

“Highlights (unaudited): Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share amounts) 2022 2021 2022 2021 Net Product Sales (GAAP) $ 34.3 $ 26.0 $ 105.3 $ 77.3 Net Income (loss) (GAAP) $ 4.2 $ 3.7 $ 21.1 $ (5.9) Earnings (loss) Per Share (GAAP) $ 0.08 $ 0.08 $ 0.42 $ (0.14) Adjusted EBITDA (Non-GAAP) 1 $ 21.4 $ 15.8”

Assertio Holdings, Inc.: Amended and restated bylaws to implement universal proxy rules and update DGCL provisions (effective 2022-11-02).

“On November 2, 2022, the Board of Directors of the Company approved and adopted amended and restated bylaws of the Company (the "Amended and Restated Bylaws"), which became effective as of such date.”

Assertio Holdings, Inc. reported financial results for three and nine months ended September 30, 2022.

“On November 8, 2022, Assertio Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2022.”

Assertio Holdings, Inc.: Amended and restated bylaws to implement procedural requirements related to Rule 14a-19 (Universal Proxy Rules) and update provisions per Delaware General Corporation Law (effective 2022-11-02).

“On November 2, 2022, the Board of Directors of the Company approved and adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), which became effective as of such date.”