UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposal of Assets.
Sale of Products to Cosette Pharmaceuticals, Inc.
As previously announced on April 8, 2026, Assertio Holdings, Inc. (the “Company”) and certain wholly-owned subsidiaries of the Company (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Cosette Pharmaceuticals, Inc., a Delaware corporation (“Cosette”). On April 8, 2026, the Company also completed the sale (the “Asset Sale”) of its right, title and interest in and to the INDOCIN®, SPRIX®, SYMPAZAN®, CAMBIA®, ZIPSOR® and the recently decommercialized OTREXUP® franchises of products (collectively, the “Products”) to Cosette pursuant to the Asset Purchase Agreement, for an aggregate purchase price of $35,000,000 in cash, with the potential for additional deferred amounts consisting of (i) in respect of SYMPAZAN, INDOCIN and OTREXUP, net sales-based milestone payments of up to $32,000,000 in the aggregate and (ii) in respect of SPRIX, (a) a one-time cash payment of $1,000,000 in the event of successful quality approval and delivery of a new batch of SPRIX products to Cosette’s warehouse by May 31, 2026, (b) eight percent (8%) of gross profits from SPRIX for the period from April 8, 2026 through December 31, 2027, and (c) a one-time cash payment of $2,000,000 if net sales of SPRIX exceed $7,000,000 during calendar year 2027. In connection with the Asset Sale, Cosette also assumed certain contracts, liabilities and obligations of the Sellers relating to the Products, including those related to manufacturing and supply, post-market commitments and clinical development costs.
In accordance with Article 11 of Regulation S-X, the Company is providing as Exhibit 99.1 hereto the unaudited pro forma condensed balance sheet of the Company as of December 31, 2025, and the unaudited pro forma condensed consolidated statements of operations of the Company for the years ended December 31, 2025 and 2024, all of which reflect the Asset Sale.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated balance sheet of the Company as of December 31, 2025 and the unaudited pro forma condensed consolidated statements of operations of the Company for the years ended December 31, 2025 and 2024 that reflect the Asset Sale are attached as Exhibit 99.1 and are included herein.
The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Asset Sale been completed as of the dates presented and should not be taken as representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Statements of Assertio Holdings, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASSERTIO HOLDINGS, INC. | ||
| Date: April 14, 2026 | By: | /s/ Sam Schlessinger |
| Sam Schlessinger | ||
| Executive Vice President, General Counsel | ||