{"filing":{"accession_number":"0001104659-26-074619","cik":"0001808665","ticker":"ASRT","company_name":"Assertio Holdings, Inc.","form":"8-K","filing_date":"2026-06-16","report_date":null,"primary_document":"tm2617883d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1808665/000110465926074619/tm2617883d1_8k.htm"},"events":[{"id":11365,"run_id":9980,"accession_number":"0001104659-26-074619","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Assertio Holdings completed a tender offer and merger on June 16, 2026, whereby the company became a wholly owned subsidiary of Parent. The transaction involved acceptance of 4,286,488 shares (66.32% of outstanding) in the tender offer, followed by a Section 251(h) merger converting all remaining shares into cash merger consideration, constituting a material change of control.","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16","form":"8-K","submitted_at":null,"items":[{"id":7935,"accession_number":"0001104659-26-074619","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The disclosure describes entry into a First Supplemental Indenture in connection with a \"Merger\" that constitutes a \"Fundamental Change\" and \"Make-Whole Fundamental Change\" under the company's convertible notes indenture. The merger triggers material consequences: conversion rights are modified, noteholders gain repurchase rights at 100% of principal plus accrued interest, and $40 million in convertible notes are affected. This is a material M\u0026A event disclosed under Item 1.01 (Entry into a Material Definitive Agreement).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7936,"accession_number":"0001104659-26-074619","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a tender offer and subsequent merger whereby Assertio Holdings became a wholly owned subsidiary of Parent. The filing describes acceptance of 4,286,488 shares (66.32% of outstanding) in the tender offer on June 16, 2026, followed immediately by a Section 251(h) merger that converted all remaining shares into cash merger consideration. This is a material change of control transaction resulting in the company becoming a wholly-owned subsidiary.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7939,"accession_number":"0001104659-26-074619","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holders' rights arising from a merger. The prose explicitly states that outstanding shares were \"automatically canceled and converted\" at the \"Effective Time\" into merger consideration, and that stockholders \"ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.\" This describes the completion of a merger transaction, which is a material acquisition/change of control event. The reference to Items 2.01, 5.01, and the \"Merger Agreement\" confirms this is M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7940,"accession_number":"0001104659-26-074619","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a tender offer and merger on June 16, 2026, resulting in a change of control where Assertio became a wholly owned subsidiary of Parent pursuant to Section 251(h) of the DGCL. This is a material acquisition/change of control event that fundamentally alters the registrant's ownership structure and is disclosed under Item 5.01 (Changes in Control).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7943,"accession_number":"0001104659-26-074619","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses completion of a Merger and provides notice of a Fundamental Change and Make-Whole Fundamental Change to noteholders, which are hallmarks of a material acquisition or change-of-control transaction. Although filed under Item 8.01 (Other Events), the substance is a completed merger with direct financial consequences to debt holders, making this a material M\u0026A activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":11366,"run_id":9980,"accession_number":"0001104659-26-074619","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Assertio Holdings notified Nasdaq to halt trading and delist its shares effective June 16, 2026, in connection with the merger closing. The company intends to file Form 15 to terminate registration and suspend reporting obligations.","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16","form":"8-K","submitted_at":null,"items":[{"id":7938,"accession_number":"0001104659-26-074619","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Assertio Holdings notified Nasdaq to halt trading and delist its shares effective June 16, 2026, in connection with a merger closing. The company also intends to file Form 15 to terminate registration and suspend reporting obligations. This is a definitive delisting event triggered by the merger consummation, not merely a risk or notice of non-compliance.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":11367,"run_id":9980,"accession_number":"0001104659-26-074619","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Six directors (Heather L. Mason, Sravan K. Emany, Sigurd C. Kirk, William T. McKee, David M. Stark, and Mark L. Reisenauer) voluntarily resigned as directors, and all officers ceased service, in connection with the merger transaction.","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16","form":"8-K","submitted_at":null,"items":[{"id":7941,"accession_number":"0001104659-26-074619","item_number":"5.02","item_title":null,"event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The disclosure centers on the departure of six directors (Heather L. Mason, Sravan K. Emany, Sigurd C. Kirk, William T. McKee, David M. Stark, and Mark L. Reisenauer) who \"voluntarily resigned as directors\" and cessation of service by all officers, occurring as part of a merger transaction. While the Item also mentions appointment of two new directors (Ravi Yadavar and Punit Patel), the prose emphasizes the departures and officer cessations as the principal disclosed actions. The material nature is evident from the wholesale board turnover in connection with a merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":11368,"run_id":9980,"accession_number":"0001104659-26-074619","anchor_item_number":"2.04","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.65,"summary":"The merger triggered a Fundamental Change and Make-Whole Fundamental Change under the company's convertible notes indenture, accelerating conversion rights and granting noteholders repurchase rights at 100% of principal plus accrued interest on $40 million in convertible notes.","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16","form":"8-K","submitted_at":null,"items":[{"id":7937,"accession_number":"0001104659-26-074619","item_number":"2.04","item_title":null,"event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.65,"reasoning":"Item 2.04 is explicitly titled \"Triggering Events That Accelerate or Increase a Direct Financial Obligation,\" which is the defining characteristic of a covenant breach or technical default. The filing incorporates by reference Item 1.01 (a Material Agreements section), suggesting a debt or financing arrangement has been triggered. Without access to the full Item 1.01 text, the Item 2.04 heading itself signals a material acceleration or increase in financial obligations—a hallmark of covenant breach disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":11369,"run_id":9980,"accession_number":"0001104659-26-074619","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"summary":"The Company's certificate of incorporation and bylaws were completely amended and restated pursuant to the terms of the Merger Agreement at the Effective Time, reflecting the completed merger transaction.","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16","form":"8-K","submitted_at":null,"items":[{"id":7942,"accession_number":"0001104659-26-074619","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The disclosure describes a complete amendment and restatement of the Company's certificate of incorporation and bylaws \"pursuant to the terms of the Merger Agreement\" at the \"Effective Time,\" indicating a merger or change-of-control transaction has closed. While the Item 5.03 heading suggests routine governance amendments, the explicit reference to a Merger Agreement and Effective Time signals this is a material M\u0026A event. However, the section itself does not detail the merger terms, parties, or consideration—only the resulting charter amendments—making it difficult to classify as the primary `ma_activity` event without seeing the full 8-K context. This is material to investors as it reflects a completed merger, but the specific event type is best captured as `other_material` given the ambiguity in the excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":7935,"accession_number":"0001104659-26-074619","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The disclosure describes entry into a First Supplemental Indenture in connection with a \"Merger\" that constitutes a \"Fundamental Change\" and \"Make-Whole Fundamental Change\" under the company's convertible notes indenture. The merger triggers material consequences: conversion rights are modified, noteholders gain repurchase rights at 100% of principal plus accrued interest, and $40 million in convertible notes are affected. This is a material M\u0026A event disclosed under Item 1.01 (Entry into a Material Definitive Agreement).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"},{"id":7936,"accession_number":"0001104659-26-074619","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a tender offer and subsequent merger whereby Assertio Holdings became a wholly owned subsidiary of Parent. The filing describes acceptance of 4,286,488 shares (66.32% of outstanding) in the tender offer on June 16, 2026, followed immediately by a Section 251(h) merger that converted all remaining shares into cash merger consideration. This is a material change of control transaction resulting in the company becoming a wholly-owned subsidiary.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"},{"id":7937,"accession_number":"0001104659-26-074619","item_number":"2.04","item_title":null,"event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.65,"reasoning":"Item 2.04 is explicitly titled \"Triggering Events That Accelerate or Increase a Direct Financial Obligation,\" which is the defining characteristic of a covenant breach or technical default. The filing incorporates by reference Item 1.01 (a Material Agreements section), suggesting a debt or financing arrangement has been triggered. Without access to the full Item 1.01 text, the Item 2.04 heading itself signals a material acceleration or increase in financial obligations—a hallmark of covenant breach disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"},{"id":7938,"accession_number":"0001104659-26-074619","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Assertio Holdings notified Nasdaq to halt trading and delist its shares effective June 16, 2026, in connection with a merger closing. The company also intends to file Form 15 to terminate registration and suspend reporting obligations. This is a definitive delisting event triggered by the merger consummation, not merely a risk or notice of non-compliance.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"},{"id":7939,"accession_number":"0001104659-26-074619","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holders' rights arising from a merger. The prose explicitly states that outstanding shares were \"automatically canceled and converted\" at the \"Effective Time\" into merger consideration, and that stockholders \"ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.\" This describes the completion of a merger transaction, which is a material acquisition/change of control event. The reference to Items 2.01, 5.01, and the \"Merger Agreement\" confirms this is M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"},{"id":7940,"accession_number":"0001104659-26-074619","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a tender offer and merger on June 16, 2026, resulting in a change of control where Assertio became a wholly owned subsidiary of Parent pursuant to Section 251(h) of the DGCL. This is a material acquisition/change of control event that fundamentally alters the registrant's ownership structure and is disclosed under Item 5.01 (Changes in Control).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"},{"id":7941,"accession_number":"0001104659-26-074619","item_number":"5.02","item_title":null,"event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The disclosure centers on the departure of six directors (Heather L. Mason, Sravan K. Emany, Sigurd C. Kirk, William T. McKee, David M. Stark, and Mark L. Reisenauer) who \"voluntarily resigned as directors\" and cessation of service by all officers, occurring as part of a merger transaction. While the Item also mentions appointment of two new directors (Ravi Yadavar and Punit Patel), the prose emphasizes the departures and officer cessations as the principal disclosed actions. The material nature is evident from the wholesale board turnover in connection with a merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"},{"id":7942,"accession_number":"0001104659-26-074619","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The disclosure describes a complete amendment and restatement of the Company's certificate of incorporation and bylaws \"pursuant to the terms of the Merger Agreement\" at the \"Effective Time,\" indicating a merger or change-of-control transaction has closed. While the Item 5.03 heading suggests routine governance amendments, the explicit reference to a Merger Agreement and Effective Time signals this is a material M\u0026A event. However, the section itself does not detail the merger terms, parties, or consideration—only the resulting charter amendments—making it difficult to classify as the primary `ma_activity` event without seeing the full 8-K context. This is material to investors as it reflects a completed merger, but the specific event type is best captured as `other_material` given the ambiguity in the excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"},{"id":7943,"accession_number":"0001104659-26-074619","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses completion of a Merger and provides notice of a Fundamental Change and Make-Whole Fundamental Change to noteholders, which are hallmarks of a material acquisition or change-of-control transaction. Although filed under Item 8.01 (Other Events), the substance is a completed merger with direct financial consequences to debt holders, making this a material M\u0026A activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T20:45:36.581866+00:00","company_name":"Assertio Holdings, Inc.","ticker":"ASRT","filing_date":"2026-06-16"}]}