Current Report Filing (8-k)
November 12 2021 - 4:12PM
Edgar (US Regulatory)
0001808665
false
0001808665
2021-10-28
2021-10-28
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 12, 2021 (October 28, 2021)
ASSERTIO HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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001-39294
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85-0598378
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100
South Sanders Rd., Suite
300,
Lake Forest, IL 60045
(Address of principal executive
offices, including zip code)
(224) 419-7106
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Securities registered pursuant
to Section 12(b) of the Act:
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Title
of each class:
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Trading
Symbol(s):
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Name
of each exchange on which registered:
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Common Stock, $0.0001 par value
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ASRT
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The Nasdaq Stock Market LLC
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Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2 below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth Company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
8.01. Other Events.
As previously disclosed in its Quarterly Report
on Form 10-Q for the period ended September 30, 2021, Assertio Holdings, Inc.’s subsidiary, Assertio Therapeutics,
Inc. (the “Company”), reached an agreement in principle to settle the consolidated shareholder derivative action captioned
In re Depomed, Inc. Derivative Litigation, Master File No. RG17877280] pending in the Superior Court of the State of California
for the County of Alameda (the “Court”) on behalf of the Company and against certain of its current and former officers and
directors (the “Settlement”). The Settlement also applies to the shareholder derivative actions captioned Ross v. Fogarty,
et al., Case No. 4:17-cv-06592-DMR (N.D. Cal.) and Lutz v. Higgins, et al., Case No. 1:18-cv-02044-CFC (D. Del.).
On October 28, 2021, the
Court granted preliminary approval of the Settlement. In accordance with the Court’s Order Preliminarily Approving Settlement, the
Company is hereby providing, as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, the Notice of Shareholder Derivative Litigation,
Proposed Settlement, and Settlement Hearing and the Stipulation of Settlement and Release Agreement. Pursuant to the Settlement, the Company
has agreed to implement and maintain certain corporate governance changes, and a monetary payment of $150,000 will be made to plaintiffs’
counsel. The final approval hearing currently is scheduled to take place on December 14, 2021.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 12, 2021
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/s/ Dan Peisert
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Dan Peisert
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President and Chief Executive Officer
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