{"url_path":"/sec/asrt/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1808665/0001808665-26-000019-index.html","accession_number":"0001808665-26-000019","cik":"0001808665","ticker":"ASRT","issuer_name":"Assertio Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1808665/0001808665-26-000019-index.html","primary_entity_key":"0001808665","primary_entity_name":"Assertio Holdings, Inc."},"word_count":2605,"has_tables":true,"body_markdown":"ITEM 1A.    RISK FACTORS\n\nWe are subject to various risks and uncertainties that could have a material impact on our business, results of operations and financial condition, including those hereby incorporated by reference from Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K. Other than as set forth below, there have been no material changes to our risk factors as disclosed in our 2025 10-KIn addition to other information in this report, the following risk factors, together with the risks and uncertainties referenced above, should be considered carefully in evaluating an investment in our securities. If any of these risks or uncertainties actually occur, our business, results of operations or financial condition would be materially and adversely affected. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are unaware or that we currently deem immaterial may also become important factors that may harm our business, results of operations and financial condition.\n\nRisks Related to the Pending Merger\n\nFailure to complete the Merger could negatively impact our stock price and future business and financial results.\n\nOn April 8, 2026, we entered into an Agreement and Plan of Merger with Garda Therapeutics, Inc. (the “Original Merger Agreement”), which provided for the acquisition of the Company at a purchase price of $18.00 per share in cash, plus one contingent value right per share. On May 1, 2026, we entered into an Amended and Restated Agreement and Plan of Merger with Garda Therapeutics, Inc. (the “Merger Agreement”), which amended and restated the Original Merger Agreement in its entirety to provide for the acquisition of the Company at an amended purchase price of $21.80 per share in cash, without any contingent value right (the “Offer Price”). Pursuant to the Merger Agreement, Audi Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Garda Therapeutics, Inc. (“Parent”), commenced a tender offer (the “Offer”) to acquire all of our outstanding shares of common stock for the Offer Price. Following the completion of the Offer, the Purchaser will merge with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”).\n\n34\n\n[Table of Contents](#ie9fdbeda2f8a4b73a428a3b49fe12e08_7)\n\nConsummation of the Offer and the Merger is subject to a number of conditions, including, without limitation, (i) the valid tender of a number of shares of our common stock that, together with shares already owned by Parent or Purchaser, equals at least one share more than 50% of all outstanding shares of our common stock (the “Minimum Condition”); (ii) the absence of any law or order that prohibits or makes illegal the consummation of the Offer or the Merger; (iii) the absence of a material adverse effect with respect to the Company having occurred since the signing of the Merger Agreement; and (iv) our having a Closing Net Cash of at least $95.0 million. In addition, if the Company terminates the Merger Agreement due to Parent’s or Purchaser’s breach of their representations, warranties, covenants or agreements, or due to Parent’s withdrawal of financing, the Company’s recourse may effectively be limited to a $5.8 million termination fee from Parent.\n\nConcurrently with the Offer, pursuant to the Merger Agreement, we are making an offer and consent solicitation, using commercially reasonable efforts, to purchase our outstanding 6.5% Convertible Senior Notes due 2027 (the “2027 Convertible Notes Offer”). The completion of the 2027 Convertible Notes Offer is subject to conditions, including the consummation of the Merger. There is no guarantee that we will be able to successfully complete the 2027 Convertible Notes Offer. \n\nIf the Merger is not completed for any reason, we will remain an independent public company. Our ongoing business may be materially and adversely affected and we would be subject to a number of risks, including the following: (i) we may experience negative reactions from the financial markets, including negative impacts on the trading price of our common stock, and from our customers, payors, suppliers, regulators and employees; (ii) we may be required to pay Parent a Company Termination Fee of $5.8 million if the Merger Agreement is terminated under specified circumstances, including because we have terminated the Merger Agreement to enter into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement); and (iii) matters relating to the Merger will require substantial commitments of time and resources by our management and the expenditure of significant funds, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company. If any of these risks materialize, they may materially and adversely affect our business, financial condition, financial results and stock price.\n\nWhile the Merger is pending, we are subject to business uncertainties and contractual restrictions that could materially adversely affect our operating results, financial position and cash flows or result in a loss of customers, payors or suppliers.\n\nThe Merger Agreement includes restrictions on the conduct of our business until the earlier of the completion of the Merger or termination of the Merger Agreement. For example, unless we obtain Parent’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), we may not, subject to certain exceptions and aggregate limitations, incur additional indebtedness, issue additional shares of our common stock, repurchase our common stock, pay dividends, acquire assets, securities or property, dispose of businesses or assets, enter into material contracts or make certain additional capital expenditures. We may find that these and other contractual restrictions in the Merger Agreement delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management believes they may be advisable. The pendency of the Merger may also divert management’s attention and our resources from ongoing business and operations. Our customers, payors and suppliers may experience uncertainties about the effects of the Merger. It is possible that some customers, payors, suppliers and other parties with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with us as a result of the pending Merger.\n\nWe may have difficulty attracting, motivating and retaining executives and other key employees in light of the pending Merger.\n\nUncertainty about the effect of the Merger on our employees may have an adverse effect on our business. This uncertainty may impair our ability to attract, retain and motivate key employees. Employee hiring and retention may be particularly challenging during the pendency of the Merger, as our current and prospective employees may experience uncertainty about their future roles. No assurance can be given that we will be able to attract or retain key employees to the same extent that we have been able to attract or retain employees in the past.\n\nThe Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay Parent a termination fee.\n\nUnder the Merger Agreement, we are subject to certain restrictions on our ability to solicit alternative business combination proposals from third parties, engage in discussions or negotiations with respect to such proposals or provide information in connection with such proposals, subject to certain customary exceptions. We may terminate the Merger\n\n35\n\n[Table of Contents](#ie9fdbeda2f8a4b73a428a3b49fe12e08_7)\n\nAgreement and enter into an agreement providing for a Superior Proposal (as defined in the Merger Agreement) only if specified conditions have been satisfied, and such a termination would result in us being required to pay Parent a Company Termination Fee equal to $5.8 million. If the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger. While we believe these provisions and agreements are reasonable and customary and are not preclusive of other offers, these provisions could discourage a third party that may have an interest in acquiring all or a significant part of us from considering or proposing such an acquisition, even if such third party were prepared to pay consideration with a higher value than the Offer Price. These provisions might also result in a potential third-party acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.\n\nLawsuits may be filed against us, Parent or our or their respective directors challenging the Merger, and an adverse ruling in any such lawsuit may delay or prevent the Merger from being completed.\n\nLawsuits arising out of or relating to the Merger Agreement, the Schedule 14D-9 to be filed by us in connection with the Offer, the Schedule TO to be filed by Purchaser in connection with the Offer or the Merger may be filed in the future. One of the conditions to completion of the Merger is the absence of any injunction or other order being in effect that prohibits completion of the Merger. Accordingly, if a plaintiff is successful in obtaining an injunction, then such order may prevent the Merger from being completed, or from being completed within the expected time frame. In addition, if the Merger is not consummated for any reason, litigation could be filed related to the failure to consummate the Merger. Regardless of the outcome of any litigation related to the Merger (or the failure of its consummation), such litigation may be time-consuming and expensive, may distract our management from running the day-to-day operations of our business, and may result in negative publicity or an unfavorable impression of us, any of which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our customers, suppliers and other business partners, or otherwise materially harm our operations and financial performance.\n\nRisks Related to the Cosette Asset Sale\n\nFollowing the Asset Sale, ROLVEDON is our only commercial product, and any failure to grow or maintain sales of ROLVEDON would have a disproportionate adverse impact on our business, financial condition and results of operations.\n\nOn April 8, 2026, we completed the Asset Sale to Cosette of the INDOCIN, SPRIX, Sympazan, CAMBIA, Zipsor and OTREXUP product franchises. As a result, ROLVEDON is our only commercial product. Our future success is therefore highly dependent on the commercial success of ROLVEDON, and there is materially greater reliance on ROLVEDON sales and profitability for the Company than was the case prior to the Asset Sale. Any failure to successfully grow or maintain sales and profitability of ROLVEDON would likely have a material and adverse impact on our business. In addition, we depend on Hanmi Pharmaceutical Co., Ltd. as the qualified supplier for the active pharmaceutical ingredient in ROLVEDON, and on third parties that are single source suppliers to manufacture ROLVEDON. Insufficient availability of ROLVEDON, its active pharmaceutical ingredient or other raw materials necessary to manufacture ROLVEDON, generic or biosimilar competition, payor coverage or reimbursement pressure (including under the Medicare Part B average sales price methodology), regulatory action, safety findings, product liability claims, intellectual property disputes or loss of key customer relationships could each have a more pronounced and direct impact on our business, financial condition and results of operations than was the case prior to the Asset Sale.\n\nA significant portion of the consideration we are entitled to receive in the Asset Sale is contingent on future events that are largely outside of our control, and we may receive significantly less than the maximum potential consideration.\n\nWe completed the Asset Sale on April 8, 2026. Pursuant to the terms of the Asset Purchase Agreement, in addition to the upfront cash consideration of $35.0 million paid at the closing of the Asset Sale, we are eligible to receive contingent consideration in respect of the Products consisting of (i) net sales-based milestone payments of up to $32.0 million in the aggregate, (ii) a $1.0 million SPRIX delivery milestone payment, (iii) eight percent of gross profits from SPRIX for the period from April 8, 2026 through December 31, 2027, and (iv) a $2.0 million SPRIX sales milestone payment if SPRIX net sales exceed $7.0 million in calendar year 2027. While Cosette has agreed to use commercially reasonable efforts to achieve specified milestone events, that obligation is subject to a contractual standard that takes into account, among other things, the competitiveness of the relevant marketplace, the intellectual property positions of third parties and the current and anticipated profitability of the Products, and no assurance can be given that any such milestone events will be achieved or that we will receive all or any portion of these contingent payments. Cosette’s commercial decisions, including pricing, promotion, customer mix and the level of resources devoted to the Products, could materially affect whether and when milestone events are\n\n36\n\n[Table of Contents](#ie9fdbeda2f8a4b73a428a3b49fe12e08_7)\n\nachieved. In addition, our right to receive any contingent payment may be withheld and applied as a setoff to satisfy our indemnification obligations to Cosette under the Asset Purchase Agreement. If any of the foregoing events occur, we will not realize all of the benefits of the Asset Sale, although the Company’s stockholders will not receive the benefits of the Asset Sale in the event that the Merger closes.\n\nWe have ongoing obligations to Cosette under the Asset Purchase Agreement and the related ancillary agreements, including indemnification obligations and retained pre-closing liabilities, that could result in unanticipated costs.\n\nWe are still subject to potential liabilities relating to the operation of the divested business prior to the closing of the Asset Sale. Under the terms of the Asset Purchase Agreement, we retained and are responsible for historical liabilities of the divested business based on events occurring prior to the closing of the Asset Sale other than those liabilities expressly assumed by Cosette, including pre-closing product liability and similar claims, liabilities under contracts that were not transferred to Cosette, certain liabilities relating to OTREXUP (including under the Antares Supply Agreement and the Pharmascience Agreement), employee-related liabilities accrued through the closing date of the Asset Sale and liabilities relating to certain pre-closing legal matters. We are also obligated to indemnify Cosette against certain potential liabilities and for breaches of our representations, warranties and covenants under the Asset Purchase Agreement, and those liabilities may be set off against any future payments owed to us by Cosette, including the contingent consideration described above. Although Cosette’s sole and exclusive recourse for breaches of our representations and warranties is, except in the case of fraud, against the buyer-side representation and warranty insurance policy, our indemnification obligations for excluded liabilities, covenant breaches and certain other matters are not subject to a comparable cap. In addition to direct expenditures for damages, settlement and defense costs, there is a possibility of adverse publicity as a result of such claims, any of which could have a material adverse effect on our business and stock price. Assertio Holdings, Inc. has guaranteed the payment obligations of the selling subsidiaries under the Asset Purchase Agreement.\n\nWe also entered into ancillary agreements with Cosette in connection with the Asset Sale, including a Transition Services Agreement, an Intellectual Property Assignment Agreement, a Bill of Sale and an Assumption Agreement. Performance of our obligations under these agreements may divert management and operational attention from ROLVEDON and the pending Merger, and disputes with Cosette as to the scope, quality or performance of services could expose us to additional indemnification or breach-of-contract claims."}